Title. During the Inspection Period, Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time period.
Appears in 2 contracts
Samples: Contract of Purchase and Sale (Preferred Apartment Communities Inc), Contract of Purchase and Sale (Preferred Apartment Communities Inc)
Title. During the Inspection Period, Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s existing period of twenty (20) days after receipt of a title insurance policy commitment and all recorded documents referenced therein (the “Title PolicyApproval Date”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing Seller ("Buyer's Title Notice") of any objections Buyer may have exceptions to title to the Property as shown in the which Buyer objects ("Title Policy, Title Endorsement or the Survey of the PropertyObjections"). If Buyer fails to give any such objections deliver timely notice on or prior to before 5:00 p.m. (Colorado time) on the expiration of the Inspection PeriodTitle Approval Date, all matters affecting title to and the Survey of the Property Buyer shall be deemed to be permitted title exceptions (hereinafter collectively referred have waived any right to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior object to the expiration condition of title to the Inspection Period, then Sellers Property. Seller shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none receipt of Buyer's Title Notice within which to deliver to Buyer, in Seller’s title sole and survey objections; providedabsolute discretion, however, if either a notice ("Seller's Title Notice") indicating which Title Objections Seller will remove or insure over (to Buyer’s reasonable satisfaction) by the Closing. If Seller (i) such objection can be cured does not deliver Seller's Title Notice within ten (10) days and at a cost not to exceed $50,000.00the required time, or (ii) timely notifies Buyer that Seller is unable or unwilling to remove or insure over (to Buyer’s reasonable satisfaction) all such objection is Title Objections, then Buyer may elect, by written notice to a monetary lien Seller, to terminate this Agreement pursuant to Section 3.5 below. Buyer's failure to so deliver written notice of termination on or encumbrance which can before 5:00 p.m. (Colorado time) on the Contingency Date shall be cured by the payment of moneydeemed Buyer's election to waive its Title Objections. Seller shall have no obligation whatsoever to expend or agree to expend any funds, Sellers to undertake or agree to undertake any obligations or otherwise to cure or agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer any title objections; except that Seller shall be obligated, at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before Closing, to (i) remove all deeds of trust; (ii) remove or insure over (to Buyer’s reasonable satisfaction) all other monetary liens on the Sellers Election Deadline Property created by, under or through Seller, other than liens for taxes and assessments that accrue with respect to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none periods after Closing and liens that result from the actions of Buyer, (iii) remove all Title Objections that Seller has expressly agrees to remove in Seller’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election DeadlineTitle Notice, and Buyer shall have seven (7iv) business days remove any exceptions or encumbrances to title which are created by, under or through Seller after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Effective Date without Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodprior written consent.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Steadfast Apartment REIT, Inc.), Purchase and Sale Agreement (Steadfast Apartment REIT, Inc.)
Title. During Buyer may, at any time during the Inspection Period, Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers object in writing of ("BUYER'S TITLE OBJECTION NOTICE") and in good faith to any objections Buyer may have to title to the Property as shown in liens, encumbrances, and other matters reflected by the Title Policy, Title Endorsement or the Survey of the PropertyCommitment. If All such matters to which Buyer fails to give any so objects shall be "NON-PERMITTED ENCUMBRANCES"; if no such objections on or prior to the expiration of objection notice is given during the Inspection Period, all matters affecting title reflected by the Title Commitment shall be "PERMITTED ENCUMBRANCES." Seller may, but shall not be obligated to, cure, remove or insure around all Non-Permitted Encumbrances. In addition, Seller shall be obligated to remove or insure around by Closing all mortgages, deeds of trust, judgment liens, mechanic's and the Survey of materialmen's liens, and other monetary liens against the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as other than the “Permitted Exceptions”liens for taxes and assessments which are not delinquent). If , whether or not Buyer does give notice of objections on or prior to the expiration of objects thereto during the Inspection Period, then Sellers shall have . Within five (5) days after the effective date receipt of such objections Buyer's Title Objection Notice, Seller shall provide an updated title insurance commitment (the “Sellers Election Deadline”) to elect to cure some, "Title Commitment Update"). If the Title Commitment Update does not address all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which 's objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) Buyer's Title Objection Notice to close the purchase and sale contemplated hereby in which case all reasonable satisfaction of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to may either (a) terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth Agreement in this Contract which specifically survive such termination). As accordance with Section 11(b) by written notice to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto Seller within five (5) business days after becoming aware receipt of such defect, but no later the Title Commitment Update or (b) purchase the Property subject to the Non-Permitted Encumbrances (other than the Closing Datemonetary liens that Seller is obligated to remove or insure around), and Sellers the Non-Permitted Encumbrances (other than liens that Seller is obligated to remove or insure around) shall have thereafter be deemed Permitted Encumbrances. The Lease is hereby designated as a reasonable timePermitted Encumbrance. In addition, not to exceed Buyer may, within five (5) days, to elect days after receipt of the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed As-Built Survey to be delivered by Seller to Buyer pursuant to Section 5(m) hereof, object in writing to matters reflected on such As-Built Survey so long as (i) such objections are to matters which render title to the Property unmarketable, which constitute a “Removable Lien”)material deviation from the Site Plan attached to the Lease, or which otherwise constitute a violation of applicable zoning ordinances and the Closing Date shall be extended (ii) such objections, to the extent necessarynot previously covered by Buyer's Title Objections, relate to matters not reflected on the Existing Survey heretofore delivered by Seller to exceed thirty Buyer. Seller may, but shall not be obligated to, cure or remove any such survey objections made by Buyer in accordance with this Section 7. If Seller does not cause all such survey objections to be removed, cured or insured around to Buyer's reasonable satisfaction within fifteen (3015) daysdays after receipt by Seller of such survey objections, then Buyer may either (a) terminate this Agreement in accordance with Section 11(b) by delivering notice to provide said additional time periodSeller prior to the expiration of such fifteen (15) day period or (b) purchase the Property subject to such survey objections.
Appears in 2 contracts
Samples: Assignment and Assumption of Purchase Agreement (Aei Income & Growth Fund 25 LLC), Assignment of Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)
Title. During As reasonably promptly possible after the Inspection Periodexecution hereof, the Buyer shall have the right, at its expense, to obtain order a pro forma endorsement to the Company’s existing title insurance policy commitment (the “Title Policy”"Commitment") for the Property Premises from a title company licensed to do business in the State of New Jersey at regular rates (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“"Title Company”") and a survey ("Survey") of the Property showing the title matters set forth in the Commitment. Seller shall convey fee simple title to Buyer, at the time of closing, which shall be insurable and marketable. For purposes of this Agreement, "marketable title" shall be deemed to be such a title as a Title Company shall insure at standard rates and subject only to those "permitted encumbrances" set forth in Paragraph 5 above (such matters, collectively, "Permitted Encumbrances"). Buyer shall have the right, on or before Prior to the expiration of the Inspection Period, Buyer shall furnish a copy of the Commitment and Survey to notify Sellers in writing the Seller and give notice (the "Notice") to Seller of any objections Buyer may have exceptions to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property("Objections") which are not Permitted Encumbrances. If Buyer fails Failure to give notice to Seller of any such objections on or Objections which are not Permitted Encumbrances prior to the expiration of the Inspection Period, all matters affecting title to and the Survey as such term is defined in Paragraph 7(a) of the Property this Agreement, shall be deemed a waiver by Buyer of any right to object to the condition of title to the Premises. Provided that Buyer provides Notice to Seller of any objections, which are not Permitted Encumbrances within the time period set forth above, then and in that event, Seller shall use commercially reasonable and diligent efforts to cause any such Objections to be permitted removed as title exceptions (hereinafter collectively referred to as exceptions. In the “Permitted Exceptions”). If Buyer does give notice of objections on or prior event that Seller cannot deliver title without reference to the expiration of the Inspection PeriodObjections after using commercially reasonable efforts to do so, then Sellers shall have five (5) days after Buyer reserves the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) right to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of SellersAgreement, in which event Sellers are obligated to cure same and the same sole remaining obligations hereunder shall be deemed upon Escrow Agent to be a “Removable Lien”), and return the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time period.Escrow Deposit and
Appears in 2 contracts
Samples: Agreement of Sale (Cunningham Graphics International Inc), Agreement of Sale (Cunningham Graphics International Inc)
Title. During the Inspection Period, Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Chicago Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time period.
Appears in 2 contracts
Samples: Contract of Purchase and Sale (Preferred Apartment Communities Inc), Contract of Purchase and Sale (Preferred Apartment Communities Inc)
Title. During Optionor shall, within thirty (30) days from the Inspection Periodreceipt of Optionee’s notice to exercise the option to purchase, furnish Buyer shall have the rightwith a Commitment, at its expensethrough Xxxxxx Title Services, to obtain a pro forma endorsement to the CompanyInc. for an Owner’s existing title insurance policy (the “Title Policy”) Insurance Policy for the Property (the “Commitment”), with the Commitment to be in the full amount of the Purchase Price, and showing marketable title to be vested in Optionor in accordance with this Option Agreement, the land title laws of the State of Iowa, and the Iowa Title Endorsement”) issued by Fidelity National Title Insurance Company Standards of the Iowa State Bar Association. Optionee shall notify Optionor, within 7 days of receipt of the Commitment, in writing, of any matters or exceptions to the title which are unacceptable to Optionee (the “Title CompanyObjection Notice”). Buyer shall have the rightIf, on any matters, conditions or before the expiration of the Inspection Periodexceptions are unacceptable to Optionee (in Optionee’s reasonable discretion, to notify Sellers exercised in good faith) and Optionee notifies Optionor in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or fact prior to the expiration of the Inspection Period7 day period, all matters affecting title Optionor shall exercise reasonable efforts to and cure such matters, conditions or exceptions at least five (5) days prior to the Survey scheduled Closing (as defined in “h” below), or if necessary extend the scheduled Closing of the Property shall be deemed up to be permitted title exceptions ten (hereinafter collectively referred 10) days to as the “Permitted Exceptions”)complete such cure. If Buyer does give notice Optionee fails to notify Optionor in writing of objections on any matters, conditions or exceptions which are unacceptable to Optionee prior to the expiration of the Inspection Period7 day period, then Sellers such exceptions shall have five (5) days after the effective date of such objections be deemed accepted by Optionee and shall constitute permitted exceptions (the “Sellers Election DeadlinePermitted Exceptions”) and Optionee’s right to elect request Optionor to cure somesuch matters, all conditions or none of Buyer’s title and survey objections; exceptions shall be deemed waived by Optionee. If Optionor notifies Optionee in writing that Optionor is unable to remove such unacceptable matters, conditions or exceptions, or if Optionor fails or refuses to cure said unacceptable matters, conditions or exceptions within the time period provided, howeverOptionee may, if as Optionee’s sole and exclusive remedies, either (i) such objection can terminate this Agreement by giving Optionor written notice thereof, in which event the Xxxxxxx Money shall be cured within ten returned to Optionee, and neither party shall have any further rights, duties, or obligations hereunder and this Agreement shall thereafter be null and void for all purposes (10) days with the exception of provisions pertaining to the payment of option price to Optionor, indemnity and at a cost not hold harmless, crop damage, and lease to exceed $50,000.00Optionee, if applicable); or (ii) elect to purchase the Property subject to such objection is to a monetary lien unacceptable items or encumbrance objections not so eliminated, modified, or cured, in which can event the Purchase Price shall not be cured by reduced. Optionee shall make such election upon the payment of money, Sellers agree to cure same out earlier of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination)time scheduled for Closing, or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than receipt of Optionor’s written notice that it is unable to remove the Closing Date, and Sellers shall have a exceptions or that the exceptions cannot be removed or cured on commercially reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or terms. Optionee’s failure to act provide written notice in timely manner shall constitute any election of Sellers, in which event Sellers are obligated to cure same and (ii) above within the same meaning of this paragraph. Costs for obtaining a standard owner’s policy shall be deemed to be a “Removable Lien”), split evenly between Optionor and the Closing Date Optionee. All additional endorsements requested by Optionee shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodat Optionee’s cost.
Appears in 2 contracts
Samples: Agreement (Akron Riverview Corn Processors, LLC), Agreement (Akron Riverview Corn Processors, LLC)
Title. During Seller shall convey to Buyer by general warranty deed (the Inspection Period"Deed"), and Buyer shall have accept fee simple title to the rightReal Property and title to the other Property in accordance with the terms of this Agreement, and Buyer's obligation to accept said title shall be conditioned upon Buyer then being conveyed good and clear record and marketable fee simple title to the Real Property, subject only to the Permitted Exceptions (as hereinafter defined) and the issuance of the Buyer's Title Policy (as hereinafter defined), provided that Buyer has satisfied all of its closing conditions necessary for the issuance of the Buyer's Title Policy (including, without limitation, payment of the Purchase Price). As promptly as possible after the date of this Agreement Seller shall, at its sole expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy from LandAmerica Title Insurance Corporation, Boston NCS office, Attention: Xxxxxx Xxxxx, Esq. (the “"Title Insurer") a Commitment For a TLTA T-1 Owner's Title Insurance Policy for the Real Property (when issued, the "Buyer's Title Policy”") for together with copies of all instruments and plans mentioned therein as exceptions to title (all of such items are hereinafter collectively referred to as the Property (the “"Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”Commitment"). Buyer The Title Commitment shall have be in the right, on or before the expiration amount of the Inspection PeriodPurchase Price (as defined in Section 2.1 hereof). Should such Title Commitment contain any title exceptions which are not acceptable to Buyer, to notify Sellers in writing of any objections its sole discretion, Buyer may have to title to the Property as shown in the Title Policymay, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection PeriodPeriod (as defined in Section 6.2 hereof), all matters affecting title notify Seller in writing of such fact. If Buyer fails to and so notify Seller of any unacceptable exceptions as described above, the Survey exceptions set forth in Schedule B of the Property Title Commitment shall be deemed accepted by Buyer. If any exceptions are unacceptable to Buyer and Buyer timely notifies Seller in writing of such fact as above provided, Seller, in Seller's sole discretion, shall have thirty (30) days from the date Seller receives notice of such unacceptable exceptions to remove or cure such exceptions, except with respect to the Mortgage Liens (as hereinafter defined), which Seller shall satisfy and cause to be removed or otherwise insured over at Closing with the proceeds from the Purchase Price. Seller shall be deemed to be permitted title exceptions (hereinafter collectively referred have given notice to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect that Seller refuses to cure someany unacceptable exceptions, all or none of Buyer’s title and survey objections; providedwhich Seller may so do in its sole discretion, howeverunless Seller, if either (i) such objection can be cured within ten (10) days after receipt of written notice from Buyer, shall notify Buyer in writing that Seller will attempt to cure such unacceptable exceptions. If Seller fails or refuses to cure said unacceptable exceptions within the time period above provided, Buyer may (a) terminate this Agreement within ten (10) days after Seller gives notice, or is deemed to have given notice, that Seller refuses or is unable to cure such unacceptable exceptions and at a cost not the Deposit (as defined in Section 2.4) shall be returned to exceed $50,000.00Buyer, or (iib) such objection is if Buyer fails to a monetary lien or encumbrance which can be cured by the payment of moneyso terminate, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected waived such exceptions and accepted title to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of SellersReal Property subject thereto, in which event Sellers are obligated there shall be no reduction in the Purchase Price. If Buyer shall fail to cure same and the same give notice it shall be deemed to be a “Removable Lien”)have elected option (a) above. Notwithstanding the foregoing, and the Closing Date Seller, at its cost, shall be extended obligated to cure or remove by Closing all mortgages and deeds of trust against title to the extent necessaryProperty (collectively, the "Mortgage Liens") and other monetary liens not to exceed thirty (30) days, to provide said additional time periodexceeding $50,000 in the aggregate.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Krupp Realty LTD Partnership Iv), Purchase and Sale Agreement (Krupp Realty LTD Partnership Vii)
Title. During the Inspection Period, Buyer shall have the right, at its expense, to obtain a pro forma endorsement Title to the Company’s existing Premises shall be good and marketable, fee simple title, free and clear of all liens, claims of adverse possession or prescriptive rights, easements, covenants, restrictions and other encumbrances which directly adversely impact upon the present use of the Premises ("Encumbrances") whatsoever, as shall be insurable as such at regular rates by title insurance policy (companies licensed to do business in the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”)Commonwealth of Pennsylvania. Buyer shall have the rightsole but reasonable discretion to determine whether the title is acceptable to Buyer for the use set forth herein and such determination is an absolute condition precedent to Buyer's obligations hereunder, on or before the expiration of the Inspection Period, to notify Sellers in writing provided that Buyer informs Seller of any objections Buyer may have to unacceptable title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or conditions ("Buyer's Objections") prior to the expiration end of the Inspection Perioddue diligence period, all matters affecting exclusive of title conditions which arise subsequent to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or due diligence period but prior to Settlement. Buyer shall perform its initial title examination within the expiration due diligence period and at that time give a preliminary written notice to the Seller concerning the acceptability of title. A final title examination will be done prior to transfer of title. In the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; providedevent, however, if either (i) such objection can be cured Buyer would determine that title is not acceptable, Buyer shall timely provide Seller written notice of any defects, deficiency, clouds in said title, and Seller shall, within ten (10) days and at a cost not after receipt of Buyer's Title Objections, give written notice to exceed $50,000.00Buyer ("Seller's Notice") stating whether Seller will cure all Buyer's Objections on or prior to the Closing, or (ii) which of such objection is objections Seller will refuse to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree cure. If Seller's Notice indicates that Seller refuses to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectivelyany Buyer's Objection, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and then Buyer shall have seven (7) business days after the Sellers Election Deadline option to elect either (A) to take title with the objectionable condition "as- is" or terminate this ContractAgreement on written notice to Seller given within ten (10) days of receipt of Seller's Notice, in which event Escrow Agent shall refund the Deposit to Buyer, whereupon neither party shall have any further duty or obligation to the other. Seller shall at Closing, convey marketable title free and clear of all rights Buyer's Objections which Seller agreed in Seller's Notice Seller would cure. In addition, and obligations hereunder shall immediately terminate (other than those obligations expressly notwithstanding anything to the contrary set forth in this Contract Agreement, Seller shall cure at or prior to Closing any Encumbrance which specifically survive such termination)can be removed at time of Closing by payment of liquidated amount or by posting a bond, or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), as well as any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects Encumbrance arising after the date of the Survey, Buyer shall be entitled Buyer's delivery of Buyer's Objections and prior to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, except for any of the foregoing arising from the acts or omissions of Buyer, its agents, contractors or employees. Seller shall not be obligated to cure non-liquidated Encumbrances (e.g., easements, covenants and Sellers restrictions) of record as of the date of Buyer's Objection and which Seller advises Buyer in Seller's Notice that Seller does not wish to cure. Seller shall have a reasonable time, period not to exceed forty-five (545) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated days to cure same and the same shall be deemed any Buyer's Objection to be a “Removable Lien”)Buyer's reasonable satisfaction, and which may require xxx appropriate extension of the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodDate.
Appears in 2 contracts
Samples: Agreement (Cedar Income Fund LTD /Md/), Agreement (Cedar Income Fund LTD /Md/)
Title. During the Inspection Period, Buyer Purchaser shall have the right, at its expense, to obtain procure a pro forma endorsement to the Company’s existing title insurance policy commitment in the amount of the Purchase Price covering the Property issued by the Title Company (the “Title PolicyCommitment”) for and furnish a copy thereof to Seller. Purchaser shall have 10 days after receipt of the Property (Title Commitment from Title Company to object to any matters shown on the “Title Endorsement”) issued Commitment or Survey by Fidelity National Title Insurance Company written notice to Seller (“Title CompanyObjection Notice”). Buyer shall have the right, on or before the expiration of the Inspection Period, Purchaser may also object to notify Sellers in writing of any objections Buyer may have new matters thereafter revealed by a title update by subsequent Title Objection Notice to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the PropertySeller. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have Within five (5) business days after the effective date receipt of such objections (the “Sellers Election Deadline”) to elect to cure somePurchaser’s Title Objection Notice, all or none of Buyer’s title and survey objections; provided, however, if Seller shall either (i) such objection can be cured within ten (10) days and at a cost deliver written notice to Purchaser of any title or Survey objections which Seller elects not to exceed $50,000.00cure, or (ii) cure or satisfy such objection is objections (or commence to a monetary lien cure or encumbrance which can satisfy such objections as long as Seller reasonably believes such objections may be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer or satisfied at Closing least two (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (72) business days after prior to Closing). In the Sellers Election Deadline event that Seller does not deliver written notice to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract Purchaser of any title or Survey objections which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall Seller elects not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven such five (75) business days after the Sellers Election Deadlineday period, then Buyer Seller shall be deemed to have elected to terminate this Contract, and cure all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination)objections. As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within Within five (5) business days after becoming aware receipt of Seller’s written notification that Seller elects not to cure a title or Survey objection, Purchaser may terminate this Agreement and receive a full refund of the Xxxxxxx Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such defecttitle or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (2) business days before the scheduled date of Closing, but no later than the Closing Date, and Sellers Purchaser shall have a reasonable time, not the right to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellersterminate this Agreement, in which event Sellers are obligated case the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights, obligations or duties under this Agreement. If Seller does cure same and or satisfy the same objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser shall elect to waive, or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to title at Closing. Seller covenants and agrees not to alter or encumber in any way Seller’s title to the Property after the date hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall cause any deed of trust, mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Property to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodreleased at or before Closing.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale (GLADSTONE LAND Corp), Agreement of Purchase and Sale (GLADSTONE LAND Corp)
Title. During No later than twenty (20) days following the Inspection Perioddate hereof, Buyer Seller shall have deliver the rightTitle Commitment to Purchaser, at its Seller's sole cost and expense, to obtain a pro forma endorsement to . If the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have Commitment discloses exceptions to title other than the Permitted Title Exceptions ("Unpermitted Title Exceptions") and such Unpermitted Title Exceptions are not acceptable to the Property as shown in the Title PolicyPurchaser, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Periodthen, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have within five (5) days after from Purchaser's receipt of the effective Title Commitment, Purchaser must so notify Seller. If Purchaser fails to so notify Seller within said five (5) day period, the Unpermitted Title Exceptions will be conclusively deemed to be approved by Purchaser. If, within said five (5) day period, Purchaser shall notify Seller that all or certain of the Unpermitted Title Exceptions are not acceptable to Purchaser (which notification must specify which Unpermitted Title Exceptions are so unacceptable), Seller shall have ten (10) days from the date of Purchaser's notice to have such objections (exceptions removed from the “Sellers Election Deadline”) Title Commitment or cause the Title Insurer to elect insure Purchaser against same and provide evidence thereof to cure somePurchaser, all and if Seller fails to have such exceptions removed, or none of Buyer’s title and survey objections; providedinsured over, howeverPurchaser may elect, if either (i) such objection can be cured within ten (10) days and at a cost not after the expiration of Seller's ten (10) day cure period to exceed $50,000.00(i) terminate this Agreement without liability on the part of any party thereafter (in which event the Deposit shall be promptly returned to Purchaser), or (ii) accept title subject to such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out Unpermitted Title Exceptions without any diminution of the proceeds of the purchase of the Membership Interests by Buyer at Closing Purchase Price. Purchaser's failure to make any election within said ten (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure 10) day period shall be conclusively deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure mean that Purchaser has elected the Removable Liens. If Sellers elect to cure less than all of the title and survey objections option contained in subsection (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7i) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions4.2. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than On the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect at the options expense of Seller as set forth above upon in Section 4.3(d) hereof, Seller shall cause the same conditions set forth above (unless Title Insurer to issue an owner's title insurance policy or prepaid commitment therefor pursuant to and in accordance with the Title Commitment insuring fee simple title to the Real Property in Purchaser or its designee as of the Closing Date, subject only to the Permitted Title Exceptions and such defect was caused by other exceptions as Purchaser may approve. If Seller is unable to cause the act Title Insurer to issue any of the Endorsements and Purchaser refuses to waive the requirement therefor, then this Agreement shall become null and void and of no further force or failure to act of Sellerseffect, in which event Sellers are obligated to cure same and the same Deposit will be returned to Purchaser. Additionally, Seller will have no obligation to obtain any of the Endorsements if the Title Insurer charges other than standard rates for the coverage or if the Title Insurer requires security or an indemnity from Seller in order to issue any of the Endorsements. If Purchaser shall be deemed make objection to be a “Removable Lien”), the Survey (as described in Section 4.1) or the Title Commitment (as described in this Section 4.2) and the Closing Date shall was to occur prior to the time each party was able to exercise its rights under Section 4.1 or Section 4.2, as applicable, then the Closing Date will be extended to a date which is three (3) business days subsequent to the extent necessarylatest date for notice, not to exceed thirty (30) daysobjection and remedy permitted by either Section 4.1 or 4.2, to provide said additional time periodas applicable.
Appears in 2 contracts
Samples: Agreement (Carlyle Income Plus Lp Ii), Agreement (Carlyle Income Plus LTD)
Title. During the Inspection Period, Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”a) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior Prior to the expiration of the Inspection Due Diligence Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does will give Seller written notice of objections on any Title Objections as to each Location. Title Objections as to different Locations may be given by Buyer in one or prior more notices. Seller will then respond to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured Buyer in writing within ten (10) business days and at a cost after receipt of each of Buyer’s notices of Title Objections indicating whether Seller elects to Remove the same. Failure of Seller to notify Buyer in writing within such ten (10) business day period shall be deemed an election by Seller not to exceed $50,000.00Remove such Title Objections. If Seller elects not to Remove one or more Title Objections as to a particular Location, then Buyer may either (i) send a Section 4 Notice to Seller with respect to such Location in which event the applicable provisions of Section 4 shall control or (ii) waive such objection is Title Objections as to such Location. Failure of Buyer to send a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree Section 4 Notice to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure Seller as to such Location on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within that is five (5) business days after becoming aware Buyer’s receipt of Seller’s response (or, in the absence of a Seller response, failure of Buyer to send a Section 4 Notice to Seller as to such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed Location on or before expiration of five (5) days, to elect business days after the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, period in which event Sellers are obligated Seller is permitted to cure same and the same respond pursuant to this Section 5(a)) shall be deemed an election by Buyer to waive such Title Objections as to such Location. Any such Title Objection so waived by Buyer shall be deemed to be constitute a “Removable Lien”)Permitted Encumbrance, and the Closing Date shall occur as herein provided without any reduction of or credit against the Purchase Price with respect to such Title Objection. For purposes of this Section 5(a), the term “Location” shall include each Substitution Location so that the process with respect to Buyer’s Title Objections regarding Substitution Locations will proceed simultaneously with the process with respect to Buyer’s Title Objections regarding Locations generally, provided, however, a Substitution Location may not be extended the subject of a Section 4 Notice unless and until the Substitution Location becomes a Location pursuant to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodSection 4.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Bob Evans Farms Inc), Purchase and Sale Agreement (Bob Evans Farms Inc)
Title. During Buyer shall have the Inspection Periodright to review and approve ----- or disapprove, in its reasonable discretion, the legal description of the Land and any matters of title as disclosed by the following documents ("Title Documents") to be delivered to Buyer at Seller's sole cost and expense: a CLTA title commitment issued by Chicago Title Company (the "Title Company") with respect to the Property (the "Title Report"), together with legible copies of the underlying documents relating to the Schedule B exceptions set forth in such title commitment. Buyer acknowledges that Seller has caused the Title Company to deliver the Title Documents to Buyer prior to the Effective Date. Buyer has obtained, at its sole cost and expense, a survey of each Property. Buyer has had until the Effective Date to give Seller and Escrow Holder written notice ("Buyer's Title Notice") of Buyer's disapproval or conditional approval of the legal description or any matters shown in the Title Documents or the survey. The failure of Buyer to give Buyer's Title Notice on or before the Effective Date shall be deemed to constitute Buyer's approval of the legal description and all of the Title Documents. If Buyer disapproves or conditionally approves any matters of title shown in the Title Documents, Seller shall give Buyer written notice (which shall hereinafter be referred to as "Seller's Title Notice"), within three (3) days of its receipt of Buyer's Title Notice, of those matters of title disclosed on the Title Documents that have not been approved by Buyer pursuant to this Paragraph 7(a)(i) which Seller covenants and agrees to either eliminate from the Title Policy as exceptions to title to the Property or to ameliorate to Buyer's satisfaction by the Closing Date as a condition to the Close of Escrow for Buyer's benefit. If Seller does not elect in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters as provided above, or if Buyer disapproves, in Buyer's reasonable discretion, Seller's Title Notice, then Buyer shall have the right, at its expenseby a writing delivered to Seller and Escrow Holder within two (2) days of Buyer's receipt of Seller's Title Notice, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”A) for the Property (the “Title Endorsement”waive its prior disapproval, in which event said disapproved matter(s) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination)approved, or (B) to close terminate this Agreement and the purchase and sale contemplated hereby Escrow created pursuant hereto, in which case all of Buyer’s uncured title and survey objections and, subject to event the last sentence of this Section 6(B), any other title matters, Deposit shall be added immediately delivered to Seller, and be made a part this Agreement, the Escrow and the rights and obligations of the Permitted Exceptions. The immediately preceding sentence parties hereunder shall not relieve the Sellers of their obligation to cure the Removable Liensterminate. If Buyer does not so respond within seven (7) business days after the Sellers Election DeadlineSeller fails to timely deliver Seller's Title Notice, then Buyer shall Seller will be deemed to have elected not to terminate eliminate or ameliorate to Buyer's satisfaction any disapproved or conditionally approved matters set forth in Buyer's Title Notice on or before the Close of Escrow. Notwithstanding anything to the contrary contained in this ContractAgreement, and Buyer hereby disapproves all rights and obligations hereunder shall immediately terminate liens evidencing monetary encumbrances (other than obligations expressly liens for non-delinquent real property taxes or assessments), and Seller agrees to cause all such liens to be eliminated at Seller's sole cost and expense (including all prepayment penalties and charges) prior to or concurrently with the Close of Escrow. In the event any additional matters encumber the Property which are set forth in this Contract which specifically survive such termination). As any amendment or a supplement to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the SurveyDocuments ("Supplemental Title Documents"), Buyer shall be entitled to object thereto within five give Seller and Escrow Holder written notice (5"Buyer's Supplemental Title Notice") of Buyer's disapproval or conditional approval of any matters shown on the Supplemental Title Documents on or before the date which is three (3) business days after becoming aware Buyer's receipt of the Supplemental Title Documents. Seller may elect to eliminate or ameliorate any disapproved or conditionally approved matters relating to the Supplemental Title Documents, and Buyer may elect to waive its prior disapproval of such defect, but no later than matters or terminate this Agreement in accordance with the Closing Date, time periods and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options provisions set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodherein.
Appears in 2 contracts
Samples: Purchase Agreement and Joint Escrow Instructions (Prentiss Properties Trust/Md), Purchase Agreement and Joint Escrow Instructions (Prentiss Properties Trust/Md)
Title. During Notwithstanding Section 5.3 or any provision herein to the Inspection Periodcontrary, Buyer shall have until the rightlater of (i) the expiration of the Property Approval Period, at its expense, to obtain a pro forma endorsement or (ii) five (5) business days following receipt of any update to the Company’s existing title insurance policy Preliminary Report or the Updated Survey (the “Title PolicyApproval Date”) for ), to either approve the Property exceptions contained in the Preliminary Report or update thereto and any exceptions arising from the Updated Survey, or to notify Seller and the Escrow Holder in writing (the “Title EndorsementObjection Notice”), specifying any exceptions and/or survey matters to which Buyer objects (the “Title Objections”). Seller shall have a period of three (3) issued by Fidelity National business days after Seller’s receipt of the Title Insurance Company Objection Notice (“Title CompanyResponse Period”) (a) to remove, or agree to remove prior to the Closing, some or all of the Title Objections and to inform Buyer and the Escrow Holder of the same, or to cause the Title Company to issue an endorsement acceptable to Buyer over, or bond over, such Title Objection, in which case Seller shall be required to perform same prior to, and as a condition to, the Closing, or (b) to advise Buyer and the Escrow Holder, in writing, that Seller will not agree to remove some or all of the Title Objections (the “Title Response Notice”). If Seller fails to deliver to Buyer and the Escrow Holder the Title Response Notice within the Title Response Period, Seller shall be deemed to have elected not to remove any of the Title Objections. If Seller advises Buyer in its Title Response Notice that it will not remove nor agree to remove some or all of the Title Objections (or Seller is deemed to have elected not to remove the Title Objections), then Buyer shall have three (3) business days following (x) receipt of the rightTitle Response Notice, on or before the (y) expiration of the Inspection Title Response Period, if Seller is deemed to notify Sellers have elected not to remove the Title Objections, to advise Seller and the Escrow Holder, in writing writing, whether Buyer elects to waive the Title Objections and proceed with the acquisition of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Propertyto terminate this Agreement. If Buyer fails to give any such objections on or prior to deliver a waiver of Title Objections within the expiration of the Inspection Periodthree (3)-business day period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this ContractAgreement. In the event of Buyer’s election (or deemed election) to terminate this Agreement under this Section 5.6, and all rights and obligations hereunder the Escrow Holder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As return the Deposit to title defects arising after the effective date Buyer, less one-half ( 1/2) of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same Escrow termination fees and the same shall be deemed to be a “Removable Lien”)Due Diligence Option Consideration, and on the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodnext business day.
Appears in 1 contract
Samples: Purchase Agreement and Joint Escrow Instructions (Genoptix Inc)
Title. During the Inspection Period, Buyer shall have the right6.1 Purchaser may, at its sole cost and expense, to obtain order (a) a pro forma endorsement title insurance commitment on the Property issued by the Title Company reporting on the condition of title to the Company’s existing Property and committing to issue title insurance policy to Purchaser, and (the “Title Policy”b) for a survey of the Property (collectively, the “title insurance commitment and the survey being in this Agreement referred to as the "Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”Report"). Buyer shall have the right, on or before the expiration Within thirty (30) days of the Inspection PeriodEffective Date, Purchaser shall provide Seller with a copy of the Title Report and written notification to notify Sellers in writing Seller of any objections Buyer may have to items shown in the Title Report, other than Permitted Exceptions, which would prevent Purchaser from receiving such title to the Property as shown in provided herein (collectively, the “Title Objections”). Seller shall, at its option, be entitled to a period of twenty (20) days from its receipt of written notice from Purchaser to remove and discharge any liens, encumbrances, covenants or easements set forth on the Title PolicyReport, other than the Permitted Exceptions, which cure, at Purchaser’s option, may be by means of affirmative insurance or endorsement from the Title Endorsement Company, in form and substance satisfactory to Purchaser (and paid for by Seller), insuring over and providing that any liens, encumbrances, covenants, easements or the Survey of other matters which are not Permitted Exceptions shall not be collected out of, or enforced against, the Property. If Buyer fails Seller is unable to give any such objections on or prior to cure the expiration of Title Objections within the Inspection Periodaforesaid twenty (20) day period, all matters affecting title to and the Survey of the Property Seller shall be deemed entitled to be permitted title exceptions an additional ten (hereinafter collectively referred to as the “Permitted Exceptions”)10) day cure period provided Seller is diligently pursuing such cure. If Buyer does give notice of objections on Seller has not cured, or prior elects not to cure, the expiration of the Inspection PeriodTitle Objections as aforesaid, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure somePurchaser, all or none of Buyer’s title and survey objections; providedas its only remedies, however, if may either (ia) such objection can be cured within ten (10) days of receiving notice from Seller that it is unable or unwilling to remove such Title Objections, terminate this Agreement by written notice to Seller, receive the return of the Deposit and at a cost not this Agreement shall be null and void, each party having no further obligation to exceed $50,000.00the other, or (iib) subject to Section 6.2 hereof, purchase the Property subject to such objection is to a monetary lien or encumbrance Title Objections (which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable LiensPermitted Exceptions), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title this Agreement shall remain in full force and survey objections andeffect and the parties shall proceed to Closing hereunder without reduction in the Purchase Price or other obligation, subject to except as provided in Section 6.2, on the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted ExceptionsSeller by reason of such Title Objections. The immediately preceding sentence foregoing shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadlinenot, then Buyer shall however, be deemed to have elected limit the unconditional obligation of Seller to terminate this Contract, discharge and remove of record all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth title exceptions referred to in this Contract which specifically survive such termination). As Section 6.2 below at or prior to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodClosing.
Appears in 1 contract
Title. During the Inspection PeriodUpon execution of this Agreement, Buyer shall have obtain or cause the rightEscrow Holder (as defined below) to obtain a commitment for title insurance ("Title Report") with instructions that the original Title Report together with copies of documents creating exceptions thereon be delivered to Buyer with copy to Seller. Buyer may also order, at its sole cost and expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for survey of the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title CompanySurvey”), prepared by a surveyor selected by Xxxxx, and certified to Buyer (and/or its assignee), by any lender specified by Xxxxx and the Escrow Holder. Buyer shall have the right, on or before the expiration twenty (20) days after receipt of the Inspection PeriodTitle Report and copies of documents creating exceptions thereon or twenty (20) days after the Effective Date, whichever is later (the “Objection Deadline”), to notify Sellers review the condition of title set forth in the Title Report and to deliver notice to Seller in writing of any objections Buyer may have, with reasons specified, of anything contained in the Title Report (“Buyer’s Title Objections”). Any such item which Buyer shall not object to within the time period set forth above shall be conclusively deemed as approved by Buyer as Permitted Exceptions. If Buyer objects to any item contained in the Title Report, Seller shall have the option, but not the obligation, to satisfy such objection prior to closing. In the event Seller is unable or unwilling to satisfy such objections, for any reason, Seller shall give Buyer notice of such inability or unwillingness ("Seller’s Title Notice") within ten (10) days of receipt of the Buyer’s Title Objections. Buyer may either waive such objections or terminate this Agreement by delivering written notice to Seller within ten (10) days after receipt of Seller’s Title Notice. Failure of Buyer to deliver such notice to Seller within such ten (10) day period shall be conclusively deemed Buyer's termination of this Agreement, in which case the Xxxxxxx Money will be returned to Buyer and the parties will have no further obligations under this Agreement except for return of the Xxxxxxx Money and any obligations that expressly survive the termination of this Agreement. If Xxxxx does not terminate this Agreement following receipt of Seller’s Title Notice, Xxxxxx agrees to preserve the condition of title to the Property as shown so it can convey title to Buyer at Closing in the same condition existing at the time of Seller’s Title PolicyNotice. The Property shall be sold and conveyed subject to only (i) the lien of taxes not yet due and payable and (ii) such encumbrances, Title Endorsement or the Survey of the Propertyliens and title defects as are approved by Buyer pursuant to this Section 3. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all Such acceptable matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior .” Notwithstanding anything herein to the expiration of contrary, if the Inspection PeriodTitle Report is updated after the Buyer Objection Deadline, then Sellers Buyer shall have five the right to object (5) days after the effective date of such objections (the each, a “Sellers Election DeadlineNew Buyer Objection”) to elect any additional matter disclosed or contained (each, a “New Title Document Matter”) in any such update of the Title Report. If Seller is unable or unwilling to cure some, all or none any such New Title Document Matter to the sole satisfaction of Buyer (in Buyer’s title sole and survey objections; providedabsolute discretion) within the lesser of seven (7) days following receipt by Seller of a New Buyer Objection or the Closing Date, however, if Buyer shall have the right either to (i) waive such objection can be cured within ten (10) days New Title Document Matter and at a cost not proceed to exceed $50,000.00Closing without any adjustment in the Purchase Price, or (ii) such objection is to terminate this Agreement and receive a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out return of the proceeds Xxxxxxx Money (in addition to any other remedies that Buyer may have under this Agreement if the New Title Document Matter was caused by a breach of the purchase a covenant or representation of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”Seller under this Agreement). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than On the Closing Date, and Sellers Seller shall have cause the Escrow Holder (as defined below) to issue to Buyer its ALTA Standard Form Owner’s Policy of Title Insurance, or if the Buyer has elected to obtain a reasonable timeSurvey, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act its ALTA Extended Form Owner’s Policy of SellersTitle Insurance, in which event Sellers are obligated the amount of the Purchase Price, insuring fee simple title to cure same and the same shall be deemed to be a Property is vested in Buyer (the “Removable LienTitle Policies”), and which Title Policies shall show no exceptions or matters of record except the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodPermitted Exceptions as described herein.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Title. During Not later than 5:00 PST on Monday, November 17, 1997, Buyer may provide Notice to Seller that Buyer disapproves of one or more matters affecting title to the Inspection PeriodProperty (the "Title Notice Date") and request that Seller correct such deficiency. All matters affecting title to the Property which are not disapproved by Buyer by Notice to Seller on or before the Title Notice Date, together with all matters consented to by Buyer or created by Buyer or its agents, or by a tenant (without Seller's written consent), shall be deemed to be "Permitted Exceptions" for the purposes of this Agreement; provided, however, that Buyer shall have the rightright to further disapprove title exceptions up until the date which is four (4) days prior to the expiration of the Investigation Period, if and to the extent a Survey obtained by Seller shows exceptions unacceptable to Buyer and not disclosed in the previously approved Permitted Exceptions. In the event Seller receives no such Notice, all matters affecting title to the Property shall be deemed Permitted Exceptions. If Buyer timely and properly objects to a title matter, Seller shall, in the exercise of its sole discretion, at its expense, to obtain a pro forma endorsement least one (1) day prior to the Company’s existing end of the Investigation Period, advise Buyer whether Seller intends to correct the title insurance policy objection or provide endorsement coverage with respect thereto prior to the close of Escrow. If Seller elects not to correct the deficiency or provide endorsement coverage with respect thereto, or if Seller provides no Notice to Buyer of its intent with respect thereto (in which event Seller shall be deemed to have elected not to correct the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”deficiency or provide endorsement coverage with respect thereto). , Buyer shall have the rightbe required, either to waive its objection or cancel Escrow by Notice delivered to Seller and Escrow Agent on or before the expiration of the Inspection Investigation Period, . Subject to notify Sellers in writing of any objections Buyer may have deficiency which Seller has agreed to title to the Property as shown in the Title Policy, Title Endorsement correct or the Survey of the Property. If Buyer fails to give any such objections on or endorse prior to the expiration close of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, howeverEscrow, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after cancel Escrow during the Sellers Election DeadlineInvestigation Period, then Buyer shall be deemed to have elected waived its previous objections to terminate this Contractmatters affecting title to the Property, which objections shall thereafter be deemed included in the "Permitted Exceptions." Notwithstanding the foregoing, Seller agrees to use its reasonable efforts to cause the removal from the Title Policy (by removal, indemnity or endorsement), prior to Closing, of all monetary encumbrances recorded against the Real Property after the end of the Investigation Period, other than (i) liens recorded as a result of acts or omissions of Buyer, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date ii) liens recorded as a result of the Title Endorsement and survey defects arising after the date acts or omissions of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodTenants.
Appears in 1 contract
Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Arden Realty Inc)
Title. During the Inspection Period, Buyer shall have the rightBuyer, at its sole expense, to obtain within three (3) business days of the Effective Date, shall order a pro forma endorsement to the Company’s existing title insurance policy commitment, along with underlying documents to include any easement or declarations/CAM affecting the Property, for an Owner’s Title Insurance Policy (collectively, the “Title Commitment”). Closing will be conditioned on the agreement of the Title Company to issue an Owner’s Title Insurance Policy”) for , dated as of the Closing Date, in an amount equal to the Purchase Price, insuring that Buyer will own marketable and insurable fee simple title to the Property subject only to: the Title Company’s standard exceptions; current real property taxes and assessments; the rights of the Tenant, as a tenant only, in possession of the Property, pursuant to the Lease; the Permitted Exceptions, as defined herein. Buyer shall, at its sole expense, order and obtain an update of Seller’s survey of the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title CompanyUpdated Survey”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or updated survey is not completed prior to the expiration Closing and the parties agree to proceed to a Closing, Seller shall execute a “no change” or equivalent affidavit with respect to the existing survey of the Inspection Periodreal property, all matters affecting title to and the Survey of parties shall proceed to a Closing provided said affidavit from Seller is enough for the Property Title Company to remove any survey exception. Buyer shall be deemed allowed ten (10) days after receipt of said Title Commitment and Updated Survey for examination and the making of any title objections thereto (the “Title Objections”), said Title Objections to be permitted title exceptions made in writing or deemed waived (such written notice of Xxxxx’s Title Objections to be hereinafter collectively referred to as the “Permitted ExceptionsNotice of Objections”). If Buyer does give notice of objections on or prior to the expiration of the Inspection PeriodExcept as set forth below, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s any title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured exception disclosed by the payment Title Commitment or Updated Survey and not listed in such Notice of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure Objections shall be deemed to be an election by Sellers a “Permitted Title Exception” under this Agreement. If Seller shall fail to cure none (or commence to cure) or eliminate all the Title Objections listed in the Notice of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections Defect within fifteen (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (715) business days after receipt of the Sellers Election Deadline to Notice of Objections (the “Title Cure Period”), then Buyer may elect either to: (Aa) accept the Property subject to terminate this Contract, whereupon all rights and obligations hereunder the title exception(s) not cured (in which case such title exception(s) shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such terminationbecome a Permitted Title Exception(s) hereunder), or (Bb) terminate this Agreement and receive an immediate full refund of the Xxxxxxx Money. In the event that Xxxxxx agrees to close cure a Title Objection and commences such cure, but the purchase and sale contemplated hereby in which case all same cannot be cured within the Title Cure Period, the Buyer may, by written notice to Seller, preserve such Title Objection such that the cure of such Title Objection shall be a condition precedent to Buyer’s uncured title and survey objections and, obligation to close. Buyer shall elect to either accept the Property subject to the last sentence of this Section 6(B), any other title matters, shall be added Permitted Exceptions or terminate the Agreement by written notice to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond Seller delivered within seven three (73) business days after following the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date end of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”)Cure Period, and the Closing Date failure to deliver such election notice shall constitute an election to proceed under clause (a) above. Any mortgage, security deed, lien, lis pendens, judgment, or other claim in a liquidated amount incurred by Seller during Seller’s ownership of the Property and which constitutes an exception to the title to the Property shall not in any event be a Permitted Title Exception hereunder, but such claim shall be extended paid or satisfied out of the sums payable by Buyer at Closing, and the proceeds of sale payable to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodSeller shall be reduced accordingly.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Aei Income & Growth Fund 24 LLC)
Title. During Within five (5) days of the Inspection PeriodEscrow Opening Date, Seller shall deliver to Buyer a title report (the “Title Report”) for both the Property and the real property within which the Easement described in section 4.5 shall run, together with legible copies of all title exception documents disclosed therein. Buyer shall have until the righttenth (10th) day from and after the receipt of the Title Report (including legible copies of all title exception documents disclosed therein) (the “Title Review Period”) within which to notify Seller and Escrow Agent, at its expensein writing, of Buyer's objection to one or more of the title exceptions and/or conditions shown in the Title Report (collectively, if any, the “Disapproved Title Matters”). Buyer's failure to notify Seller and Escrow Agent, in writing, of any Disapproved Title Matters within such time period shall constitute Buyer's approval of the Title Report, whereupon this contingency shall be deemed fully met and satisfied; subject, however, to obtain a pro forma endorsement Buyer's right to approve matters which are disclosed subsequent to the Companyreceipt by Buyer of the Title Report, such right of approval being reserved only as to such new matters. In the event Buyer notifies Seller of any disapproved Title Matters, Seller may, but shall have no obligation to, remove or cure such Disapproved Title Matter prior to Closing; provided, however, that Seller shall remove on or before Closing all monetary liens encumbering the Property, excluding real property taxes and assessments not then due or payable, without the necessity of Buyer notifying Seller of same as Disapproved Title Matters. In the event Seller fails to satisfy a Disapproved Title Matter prior to or at Closing, then Buyer shall elect either (i) not to close the transaction contemplated hereby, in which event the Deposit shall be returned to Buyer and this Agreement shall be of no further force or effect or (ii) proceed to Closing without the removal or cure of such Disapproved Title Matter, with no reduction in the Purchase Price as a result thereof. Notwithstanding anything contained herein to the contrary, non-delinquent real estate taxes are hereby deemed approved, and all other monetary liens encumbering the Property are hereby deemed disapproved and shall be satisfied out of Seller’s existing title insurance policy proceeds at the Closing. Buyer’s obligation to proceed to the Closing shall be conditioned upon the irrevocable commitment by Title Company to issue an ALTA (2006) Standard Coverage Owner’s Policy of Title Insurance (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to showing title to the Property as shown vested in Buyer with liability in the Title Policy, Title Endorsement or the Survey amount of the PropertyProperty Purchase Price and the Easement Purchase Price subject only to (i) standard printed form exclusions from coverage of such policy of title insurance, (ii) general and special real estate taxes which are, as of Closing, not delinquent and (iii) the Permitted Title Exceptions. If Buyer fails to give any such objections on After the Closing, absent Seller’s breach of one or prior to the expiration more of the Inspection Periodrepresentations and/or warranties set forth herein, all that affect title, Buyer’s sole recourse with respect to matters affecting title to the Property and the Survey of the Property Easement shall be deemed to be permitted title exceptions (hereinafter collectively referred to as against the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to Title Policy and the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election DeadlineTitle Company, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence terms of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve survive the Sellers of their obligation to cure Closing. Buyer and Seller shall evenly split the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date cost of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodPolicy.
Appears in 1 contract
Samples: Purchase and Sale Agreement and Joint Escrow Instructions
Title. During Within forty-five (45) days of the Inspection Period, Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy Effective Date (the “Title PolicyReview Period”) for the Property ), Purchaser shall notify Seller in writing (the “Title EndorsementObjection Notice”) issued by Fidelity National Title Insurance Company of any matters related to or affecting title to the Premises that are objectionable to Purchaser in Purchaser’s sole discretion (“Title CompanyDefects”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer Purchaser shall be deemed to have elected waived the right to terminate this Contractobject to any matter affecting title, and all rights and obligations hereunder shall immediately terminate if Purchaser fails to specifically identify such matters in the Title Objection Notice (other than obligations expressly set forth in this Contract which specifically survive such terminationeach matter not objected to being deemed a "Permitted Encumbrance”). As to title defects arising after the effective date Within seven (7) days of Seller’s receipt of the Title Endorsement and survey defects arising after the date Objection Notice, Seller may, but shall not be obligated to, undertake to cure any of the Survey, Buyer matters identified in the Title Objection Notice. Seller shall be entitled to object thereto within five (5) business days after becoming aware provide Purchaser with written notice of such defectelection within such seven (7) day period. In the event that seller elects to undertake to cure such Title Defects, but no later than the Closing Date, and Sellers Seller shall have a reasonable time, period of not to exceed more than forty-five (545) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act days after notice of Sellers, in Seller’s election within which event Sellers are obligated to cure same and any such Title Defects (the same shall be deemed to be a “Removable LienTitle Cure Period”), and the Closing Date shall be extended until five (5) days after the expiration of the Title Cure Period. Seller agrees that after the Effective Date it shall not permit or suffer encumbrance of the Premises with any liens, easements, leases or other encumbrances without Purchaser’s prior written consent, except that Purchaser shall not unreasonably withhold, condition or delay its consent to new leases. On or before the Closing Date, Seller shall remove at its sole cost any such matters affecting the title to the extent necessaryPremises suffered or created by or consented to by Seller after the Effective Date that are not approved in writing by Purchaser. If Title Defects are not cured within the Title Cure Period, not then Purchaser shall elect, by written notice to exceed thirty Seller on or before the Closing Date, as the same may be extended, either (30i) daysto accept title to the Premises subject to such uncured Title Defects, in which case such Title Defects shall be Permitted Encumbrances, or (ii) to provide said additional time periodterminate this Contract, whereupon the Deposit shall be returned immediately to Purchaser and neither party shall have any further obligations under this Contract.
Appears in 1 contract
Title. During the Inspection Period, (a) Buyer shall have promptly order from the right, at its expense, to obtain Title Company a pro forma endorsement to title examination of the Company’s existing title insurance policy (the “Title Policy”) for the Real Property (the “Title EndorsementReport”) issued by Fidelity National and shall cause a copy of the Title Insurance Company Report to be delivered to Seller’s attorney within two (2) Business Days following the delivery of same to Buyer. Buyer may, at its sole cost and expense, obtain a survey or an updated survey of the Real Property, and shall cause of copy thereof to be delivered to Seller’s attorney simultaneously with the delivery of same to Buyer. No later than 5:00 PM Eastern Standard Time on the twentieth (20th) day following the Effective Date (the “Title CompanyReport Objection Date”). , Buyer shall have the right, on or before the expiration furnish to Seller’s attorney a copy of the Inspection PeriodTitle Report, to notify Sellers in writing a copy of any objections Buyer may have survey or updated survey of the Real Property obtained by Seller, and notice (the “Title Report Objection Notice”) specifying any exceptions to title to the Property as shown set forth in the Title PolicyReport and survey (if Buyer has elected to obtain same) (“Title Objections”), Title Endorsement or the Survey provided, however, that time shall be of the Propertyessence as against Buyer to furnish such materials to Seller as of the thirtieth (30th) day following the Effective Date. If Buyer fails Buyer’s failure to give any such objections deliver the Title Report Objection Notice to Seller on or prior to 5:00 PM Eastern Standard Time on the expiration Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title Title Report and survey objections; provided, however, (if either (iany) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected unconditionally waived any right to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly object to any matters set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and therein (and, if Buyer has not obtained a survey defects arising after the date of the Surveyor updated survey, Buyer shall be entitled deemed irrevocably to object thereto within five (5) business days have accepted any state of facts a new accurate survey of the Property would reveal). If, after becoming aware of such defect, but no later than giving the Closing Title Report Objection Notice to Seller or after the Title Report Objection Date, and Sellers if no Title Objection Notice is given, Buyer learns, through continuation reports or other written evidence, of any title defect which are not Permitted Exceptions, Buyer shall have a reasonable time, not give written notice thereof to exceed five (5) days, to elect Seller’s attorney promptly after the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act date Buyer learns of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodsame.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Wilshire Enterprises Inc)
Title. During (a) Title Insurance and Survey. Not later than three (3) days after Buyer receives an original of this Agreement executed by Seller, Seller shall order the Inspection PeriodTitle Insurance Commitment and Buyer's counsel shall order the Survey. In the event that the Title Insurance Commitment or Survey discloses and/or reflects the existence of one or more matters which, Buyer shall in the reasonable determination of Purchaser, has/have a material adverse impact on the right, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for current use and/or value of the Property (each, a "Title Objection"), then the “Title Endorsement”) issued Purchaser may, by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have notice received by Seller prior to the right, on or before the expiration end of the Inspection PeriodPeriod specifically describing each Title Objection (the "Title Objection Notice"), to notify Sellers in writing Seller of any objections Buyer may have to title to the Property as shown in such Title Objection(s). The Title Objection Notice shall be accompanied by a copy of the Title Policy, Insurance Commitment or Survey clearly depicting each Title Endorsement or the Survey of the PropertyObjection. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property Purchaser shall be deemed to be permitted title exceptions (hereinafter collectively referred to as have accepted all matters shown on the “Permitted Exceptions”)Title Insurance Commitment and/or Survey except for matters which are included in the Title Objections. If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers Seller shall have five (5) business days after following receipt of the effective date of such objections (the “Sellers Election Deadline”) to elect Title Objection Notice to cure someor agree in writing to cure such Title Objections, but Seller shall have no obligation whatsoever to cure such Title Objections or to incur any cost or expense in connection therewith. In the event that Seller agrees in writing to cure any of the Title Objections, Seller shall cure such Title Objections on or prior to the Closing Date. In the event that Seller has not cured or agreed in writing to cure all of the Title Objections within the five (5) business day period specified above, Purchaser shall either: (1) waive the uncured Title Objections by written notice to Seller and Escrow Agent and accept the Property and title thereto subject to the uncured Title Objections without any adjustment of the Purchase Price, or none of Buyer’s title and survey objections; provided, however, if either (i2) such objection can be cured terminate this Agreement. If Purchaser's waiver notice is not received by Seller within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part Seller's receipt of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election DeadlineTitle Objection Notice, then Buyer shall it will conclusively be deemed to have presumed that Purchaser elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodAgreement.
Appears in 1 contract
Samples: 9 Purchase and Sale Agreement (Regency Realty Corp)
Title. During the Inspection Period, Buyer shall have the rightSeller, at its sole expense, within three (3) business days of the Effective Date, shall order an updated title insurance commitment, along with underlying documents to include any easement or declarations/CAM affecting the Property, for an Owner’s Title Insurance Policy (collectively, the “Title Commitment”). Closing will be conditioned on the agreement of the Title Company to issue an Owner’s Title Insurance Policy, dated as of the Closing Date, in an amount equal to the Purchase Price, insuring that Buyer will own insurable fee simple title to the Property subject only to: real property taxes and assessments not yet due and payable; the rights of parties in possession pursuant to the Lease; and the Permitted Exceptions, as defined herein. Buyer shall, at its sole expense, order and obtain an updated survey of the Property. Buyer hereby acknowledges that if Buyer desires to remove the survey exception from the Title Commitment, it shall be Buyer’s responsibility to obtain a pro forma endorsement such updated survey. Seller shall have no obligation to execute any “no change” or equivalent affidavit with respect to the Company’s existing survey of the real property, nor shall Seller have any obligation to make any representations or warranties regarding such survey or any measurements or depictions thereon. Buyer shall be allowed ten (10) days after receipt of said Title Commitment for examination and the making of any title insurance policy objections thereto (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title CompanyObjections”). Buyer shall have the right, on or before the expiration of the Inspection Period, said Title Objections to notify Sellers be made in writing or deemed waived (such written notice of any objections Buyer may have to title to the Property as shown in the Buyer’s Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed Objections to be permitted title exceptions (hereinafter collectively referred to as the “Permitted ExceptionsNotice of Objections”). If Buyer does give notice of objections on Except as set forth below, any title exception disclosed by the Title Commitment or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title survey and survey objections; provided, however, if either (i) not listed in such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment Notice of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure Objections shall be deemed to be an election by Sellers a “Permitted Title Exception” under this Agreement. If Seller shall fail to cure none (or commence to cure) or eliminate all the Title Objections listed in the Notice of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections Objections within fifteen (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (715) business days after receipt of the Sellers Election Deadline to Notice of Objections (the “Title Cure Period”), then Buyer may elect either to: (Aa) accept the Property subject to terminate this Contract, whereupon all rights and obligations hereunder the title exception(s) not cured (in which case such title exception(s) shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such terminationbecome a Permitted Title Exception(s) hereunder), or (Bb) terminate this Agreement. In the event that Seller agrees to close cure a Title Objection and commences such cure, but the purchase and sale contemplated hereby in which case all same cannot be cured within the Title Cure Period, the Buyer may, by written notice to Seller, preserve such Title Objection such that the cure of such Title Objection shall be a condition precedent to Buyer’s uncured title and survey objections and, obligation to close. Buyer shall elect to either accept the Property subject to the last sentence of this Section 6(B), any other title matters, shall be added Permitted Exceptions or terminate the Agreement by written notice to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond Seller delivered within seven three (73) business days after following the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date end of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”)Cure Period, and the Closing Date failure to deliver such election notice shall constitute an election to proceed under clause (a) above. Any mortgage, security deed, lien, lis pendens, judgment, or other claim in a liquidated amount incurred by Seller during Seller’s ownership of the Property and which constitutes an exception to the title to the Property shall not in any event be a Permitted Title Exception hereunder, but such claim shall be extended paid or satisfied out of the sums payable by Buyer at Closing, and the proceeds of sale payable to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodSeller shall be reduced accordingly.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Aei Income & Growth Fund 24 LLC)
Title. During the Inspection Period, Buyer A. Purchaser shall have the right, at its expense, to obtain a pro forma endorsement to the Companycurrent ALTA owner’s existing title commitment for title insurance policy (the “Title Policy”) for the Property (the “Title EndorsementCommitment”) issued by Fidelity National Chicago Title Insurance Company Company, together with true and complete copies of all exceptions contained therein. Purchaser shall order, at its cost and expense, an ALTA Survey (the “Title CompanySurvey”). Buyer Upon the receipt of the Title Commitment and the Survey, Purchaser shall have the rightpromptly review such information. In all events, on or at least ten (10) days before the expiration of the Inspection Review Period, Purchaser shall furnish a copy thereof to notify Sellers in writing of any objections Buyer may have to Seller, together with a statement either that Purchaser approves title to the Property (including all Permitted Exceptions (as hereinafter defined) or that identifies exceptions shown in the Title Policy, Title Endorsement or the Survey of the PropertyCommitment that Purchaser requests Seller to remove (“Purchaser’s Notice”). If Buyer fails to Purchaser shall not timely give any such objections on or prior to the expiration of the Inspection PeriodPurchaser’s Notice, all matters affecting title to and the Survey of the Property Purchaser shall be deemed to have found the title to the Property to be permitted title exceptions (hereinafter collectively referred unacceptable and to as the “Permitted Exceptions”)have elected to terminate this Agreement. If Buyer does Purchaser’s Notice shall request Seller to remove any exceptions shown in the Title Commitment, then within five (5) days after receipt of Purchaser’s Notice, Seller shall give notice of objections on or prior (“Seller’s Notice”) to the expiration of the Inspection PeriodPurchaser stating those exceptions, if any, so identified in Purchaser’s Notice that Seller is willing to undertake to satisfy; provided however that, if Seller shall not timely give Seller’s Notice, then Sellers Seller shall be deemed to have elected not to undertake any efforts to remove any such exceptions. If, in Seller’s Notice, Seller shall have elected to undertake any efforts to remove any such exceptions, Seller shall not have an obligation to remove the same and, by further notice to Purchaser, may discontinue such efforts at any time during the Review Period. Purchaser may terminate this Agreement if Seller provides such notice of discontinuance of efforts during the Review Period. If Purchaser does not terminate this Agreement, then such matter shall be considered a Permitted Exception. If Seller shall have elected in Seller’s Notice (or shall be deemed to have elected) not to undertake efforts to remove any exceptions identified in Purchaser’s Notice to be removed, then Purchaser, by further notice to Seller within five (5) days after the effective due date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of BuyerSeller’s title and survey objections; provided, however, if Notice shall either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder Agreement or shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive accept such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the exceptions as Permitted Exceptions. The immediately preceding sentence shall not relieve In the Sellers absence of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadlineany such further notice by Purchaser, then Buyer Purchaser shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth Agreement. In the event that Chicago Title Insurance Company adds new exceptions to its Title Commitment for matters that are of record as of the Effective Date but were omitted by the title company in this Contract which specifically survive such termination). As to title defects arising the original Title Commitment after the effective date of above title process has been completed, the above title process will be initiated again to address any such new exceptions to the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodCommitment.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Title. During Seller has previously delivered or made available to Buyer for its review, a title commitment (or preliminary title report) covering the Inspection PeriodReal Property issued by the Title Company (the “Title Commitment”), and the existing plat of survey of the Real Property, if any, in Seller’s possession (the “Existing Survey”). If Buyer so elects, Buyer may order an update of the Existing Survey (the “Updated Survey”) at Buyer’s sole cost and expense. Buyer shall have until 5:00 p.m. Atlanta time on the date that is five (5) business days before the Due Diligence Expiration Date (the “Title Review Deadline”) for examination of the Title Commitment and Existing Survey (or the Updated Survey if obtained by Buyer prior to the Title Review Deadline) and the making of any objections thereto, said objections to be made in writing (the “Objections”) and delivered to Seller on or before the Title Review Deadline. If Buyer shall have obtained an Updated Survey prior to the Title Review Deadline, such Updated Survey shall be the “Survey”, as hereinafter described; otherwise, the Existing Survey shall be the “Survey”, as hereinafter described. Buyer shall be deemed to have accepted all exceptions to the Title Commitment and the form and substance of the Survey, except only for matters expressly objected to in a written notice delivered to Seller on or before the Title Review Deadline. If any objections to the Title Commitment or Survey are properly made on or before the Title Review Deadline, Seller shall have the right, at its expense, to obtain a pro forma endorsement but not the obligation (except with respect to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”Mandatory Cure Items, as described below). Buyer shall have the right, on or before the expiration date that is five (5) business days after receipt of the Inspection PeriodObjections (the “Seller Cure Date”), to notify Sellers cure such Objections (by removal or by endorsement or other method reasonably acceptable to Buyer) or to agree in writing of any objections to cure the same prior to Closing. If the Objections are not so cured by Seller (or agreed to be cured by Seller), or waived by Buyer, on or before the Seller Cure Date, then Buyer may have may, at its option, and as its sole and exclusive right and remedy, terminate this Agreement by written notice thereof delivered to title Seller on or before the date (the “Election Date”) that is the earlier to the Property as shown in the Title Policy, Title Endorsement or the Survey occur of the Property. If Buyer fails to give any such objections on Due Diligence Expiration Date or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable LiensSeller Cure Date. If Buyer does not so respond within seven (7) business days after give such notice of termination on or before the Sellers Election DeadlineDate, then Buyer shall be deemed to have elected waived its right to terminate this ContractAgreement pursuant to this Section 3.3 and this Agreement shall continue in full force and effect. In the event of such termination, the Exxxxxx Money shall be returned to Buyer and neither party shall have any further obligations to the other party hereunder, except for the Termination Surviving Obligations. Notwithstanding the foregoing, Seller agrees to pay off at Closing Seller’s mortgage loans encumbering the Property and any and all judgment liens, tax liens and mechanics’ and materialmens’ liens caused by, through, or under Seller, and to cause the mortgage evidencing such loans and all rights and obligations hereunder shall immediately terminate such liens, if any, to be removed from the Title Commitment (other than obligations expressly set forth in this Contract which specifically survive such terminationthe “Mandatory Cure Items”). As Notwithstanding anything to title defects arising after the effective date of contrary contained herein, at or prior to Closing, Seller shall record a Covenant Regarding Condominium Conversion against the Real Property in the form attached hereto as Exhibit F (the “Covenant”) subject to any reasonable and non-substantive revisions requested by Buyer’s lender and reasonably approved by Seller. Buyer acknowledges and agrees that the Covenant will be an exception on Buyer’s Title Endorsement and survey defects arising after the date of the SurveyCommitment, which Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are is obligated to cure same and the same shall be deemed to be accept as a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodtitle matter.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Bluerock Residential Growth REIT, Inc.)
Title. During No later than five (5) business days following the Inspection PeriodEffective Date, Buyer shall have the rightSeller, at its Seller’s sole cost and expense, to shall obtain and deliver a pro forma endorsement to commitment (“Title Commitment”) for the Companyissuance of an ALTA Form B owner’s existing policy of title insurance policy issued by Sxxxxxx Title Guaranty (the “Title PolicyInsurer”) for in the Property amount of the Purchase Price, showing title in the Seller’s name, with extended coverage over the so-called general or standard exceptions arising from the actions of Seller but not any Tenant which are a part of the printed form of the policy, and including the following endorsements (collectively, the “Title EndorsementEndorsements”): Comprehensive, Separate Tax Parcel Number, Access, Subdivision (if applicable), Contiguity (if applicable), Survey/Location, Zoning, Utility Facility, Modification of Arbitration Clause, Environmental Protection Lien, Gap, Restrictions (as applicable) issued by Fidelity National Title Insurance Company and Encroachment (“Title Company”as applicable), together with a true, correct and complete copy of every document and instrument of record reflected therein. Buyer shall have the right, on or before the expiration of the Inspection Period, If Purchaser objects to notify Sellers in writing of any objections Buyer may have exceptions to title to the Property as shown in any Title Commitment, Purchaser shall give Seller notice of such objection within ten (10) business days following Purchaser’s receipt of such Title Commitment and all such documents and instruments of record. Any exceptions to title shown on the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails Commitment to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property which Purchaser does not so object shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”); provided, however, that in no event shall the Permitted Title Exceptions include, and Purchaser shall not be required to notify Seller of its objection to, any mortgage, deed of trust or financing statement relating thereto that encumbers the Property or any tax, mechanic’s lien or judgment lien relating to or arising from the acts of Seller but not any Tenant. If Buyer does give notice the Title Commitment discloses exceptions to title other than Permitted Exceptions and liens securing indebtedness of objections a definite and ascertainable amount which will be released on or prior to the expiration Date of the Inspection PeriodClosing by Seller, then Sellers Seller shall have five (5) business days after from the effective date of Purchaser’s notice of objection to have such objections exceptions removed from the Title Commitment (or, with the “Sellers Election Deadline”consent of Purchaser, to have the Title Insurer commit to insure for the full amount of said policy against loss or damage that may be occasioned by such unpermitted exceptions) and provide evidence thereof to elect to cure somePurchaser, all or none of Buyer’s title and survey objections; provided, howeverand, if either Seller fails to have such exceptions removed (or with the consent of Purchaser insured over), Purchaser may elect, on or before the date of Closing, as its sole remedy with respect to such matters (i) to terminate this Agreement, in which event this Agreement shall be null and void and neither party shall have any rights or obligations hereunder except those that expressly survive such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00termination, or (ii) to accept title subject to such objection is unpermitted exceptions with the further right of to a monetary lien or encumbrance which can be cured pay at Closing the existing first mortgage indebtedness secured by the payment of moneyProperty, Sellers agree and cause the Title Insurer to cure same out issue its endorsement insuring against damage caused by any such unpermitted exceptions caused by Seller after the Effective Date and require Seller to pay at Closing the cost of the proceeds premiums and security provided for said endorsement. On the date of Closing, Seller shall cause the Title Insurer to issue an owner’s title insurance policy or prepaid commitment therefor, pursuant to and in accordance with the Title Commitment, insuring fee simple title in the Purchaser as of the purchase date of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objectionsClosing, subject only to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time period.
Appears in 1 contract
Samples: Agreement for the Purchase and Sale of Property (Wells Core Office Income Reit Inc)
Title. During (a) No later than thirty (30) days following the Inspection PeriodEffective Date, Buyer Seller shall have deliver the right, at its expense, Title Commitment to obtain a pro forma endorsement to Purchaser together with legible and complete copies of all documents of record. If the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have Commitment discloses exceptions to title which are not acceptable to the Property as shown in the Purchaser ("Unpermitted Title PolicyExceptions"), Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Periodthen, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days from Purchaser's receipt of the Title Commitment or update thereto, Purchaser must so notify Seller. If Purchaser fails to so notify Seller within said ten (10) day period, the Title Commitment will be conclusively deemed to be approved by Purchaser. If, within said ten (10) day period, Purchaser shall notify Seller of any Unpermitted Title Exceptions (which notification must specify the Unpermitted Title Exceptions), Seller shall have thirty (30) days from the date of Purchaser's notice to have such exceptions removed from the Title Commitment and at provide evidence thereof to Purchaser, and if Seller fails to have such exceptions removed, or insured over in a cost not manner satisfactory to exceed $50,000.00Purchaser, Purchaser may elect, within ten (10) days after the expiration of Seller's thirty (30) day cure period to (i) terminate this Agreement without liability on the part of any party thereafter (in which event the Deposit shall be promptly returned to Purchaser), or (ii) accept title subject to such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out Unpermitted Title Exceptions without any diminution of the proceeds of the purchase of the Membership Interests by Buyer at Closing Purchase Price. Purchaser's failure to make any election within said ten (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure 10) day period shall be conclusively deemed to be an election by Sellers to cure none mean that Purchaser has elected the option contained in subsection (i) of Buyer’s objectionsthis Section 4.2. On the Closing Date, subject to Sellers’ mandatory obligation to cure at the Removable Liens. If Sellers elect to cure less than all expense of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly Seller as set forth in this Contract which specifically survive such termination)Section 4.3(d) hereof, Seller shall cause the Title Insurer to issue a leasehold title insurance policy or (B) prepaid commitment therefor pursuant to close and in accordance with the purchase and sale contemplated hereby Title Commitment insuring a leasehold interest in which case all the Real Property in Purchaser or its designee as of Buyer’s uncured title and survey objections andthe Closing Date, subject only to the last sentence of this Section 6(B), any Permitted Title Exceptions and such other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven exceptions as Purchaser may approve (7) business days after the Sellers Election Deadline, then Buyer shall or which may be deemed to have elected to terminate this Contractbeen approved). Such leasehold title insurance policy or prepaid commitment shall contain a contiguity endorsement, survey endorsement, and all rights such other endorsements as may be available under applicable law and obligations hereunder requested by Purchaser, including extended coverage and waiving off of new construction. If Purchaser shall immediately terminate make objection to the Title Commitment (other than obligations expressly set forth as described in this Contract Section 4.2) and the Closing Date was to occur prior to the time each party was able to exercise its rights under Section 4.1. and/or 4.2, then the Closing Date will be extended to a date which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within is five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended subsequent to the extent necessarylatest date for notice, not to exceed thirty (30) days, to provide said additional time periodobjection and remedy permitted by Section 4.1 and 4.2.
Appears in 1 contract
Samples: Purchase Agreement (Inland Western Retail Real Estate Trust Inc)
Title. During the Inspection Period, Buyer Purchaser shall have the right, at its expense, to obtain procure a pro forma endorsement to the Company’s existing title insurance policy commitment in the amount of the Purchase Price covering the Property issued by the Title Company (the “Title PolicyCommitment”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”)and furnish a copy thereof to Seller. Buyer Purchaser shall have the right, on or before until the expiration of the Inspection Period, Period to notify Sellers in writing of object to any objections Buyer may have to title to the Property as matters shown in on the Title Policy, Commitment or Survey by written notice to Seller (“Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted ExceptionsObjection Notice”). If Buyer does give notice of objections on Purchaser may also object to any new matters thereafter revealed by a title or prior survey update by subsequent Title Objection Notice(s) to the expiration of the Inspection Period, then Sellers shall have Seller. Within five (5) business days after the effective date receipt of such objections (the “Sellers Election Deadline”) to elect to cure somea Purchaser’s Title Objection Notice, all or none of Buyer’s title and survey objections; provided, however, if Seller shall either (i) such objection can be cured within ten (10) days and at a cost deliver written notice to Purchaser of any title or Survey objections which Seller elects not to exceed $50,000.00cure, or (ii) cure or satisfy such objection is objections (or commence to a monetary lien cure or encumbrance which can satisfy such objections as long as Seller reasonably believes such objections may be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer or satisfied at Closing least two (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (72) business days after prior to Closing). In the Sellers Election Deadline event that Seller does not deliver written notice to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract Purchaser of any title or Survey objections which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall Seller elects not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven such five (75) business days after the Sellers Election Deadlineday period, then Buyer Seller shall be deemed to have elected to terminate this Contract, and not cure all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination)objections. As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within Within five (5) business days after becoming aware receipt of Seller’s written notification that Seller elects not to cure a title or Survey objection, Purchaser may terminate this Agreement and receive a full refund of the Xxxxxxx Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such defecttitle or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional O01/16587.001/EscrowPhase2/Psa4.1(hhb) Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (2) business days before the scheduled date of Closing, but no later than the Closing Date, and Sellers Purchaser shall have a reasonable time, not the right to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellersterminate this Agreement, in which event Sellers are obligated case the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights, obligations or duties under this Agreement. If Seller does cure same and or satisfy the same objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser shall elect to waive, or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to title at Closing. Seller covenants and agrees not to alter or encumber in any way Seller’s title to the Property after the date hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall cause any deed of trust, mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Property to be a “Removable Lien”)released at or before Closing provided that, any such obligations actually satisfied and released by application of Purchaser’s funds at the Closing Date will be deemed to have been cured by Seller at least two (2) business days prior to Closing and shall not be extended a justification for Purchaser to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodterminate this Agreement.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (GLADSTONE LAND Corp)
Title. During the Inspection Period, Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy commitment for an TLTA Owner's Policy of Title Insurance (the “Title Policy”) for the Property (the “Title Endorsement”TLTA owner-most recent edition) issued by Fidelity National Title Insurance Company a nationally recognized title insurance company acceptable to Buyer (“the "Title Company”"), insuring marketable title in the Property, subject only to such matters as Buyer may approve and contain such endorsements as Buyer may require, including extended coverage and owner's comprehensive coverage (the "Title Commitment"). The Title Commitment shall show Seller as the present fee owner of the Property and show Buyer as the fee owner to be insured. The Title Commitment shall also include an itemization of all outstanding and pending special assessments and an itemization of taxes affecting the Property and the tax year to which they relate, shall state whether taxes are current and if not, show the amounts unpaid, the tax parcel identification numbers and whether the tax parcel includes property other than the Property to be purchased. All easements, restrictions, documents and other items affecting title shall be listed in Schedule "B" of the Title Commitment. Copies of all instruments creating such exceptions must be attached to the Title Commitment. Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five allowed Five (5) business days after becoming aware receipt of the Title Commitment and copies of all underlying documents or until the end of the Contingency Period, whichever is later to be consistent with Article 6.01 hereof, for examination and the making of any objections thereto, said objections to be made in writing or deemed waived. If any objections are so made, the Seller shall be allowed thirty (30) days to cure such defectobjections or in the alternative to obtain a commitment for insurable title insuring over Buyer's objections. If Seller shall decide to make no efforts to cure Buyer's objections, but or is unable to obtain insurable title within said thirty (30) day period, this Agreement shall be null and void and of no later than further force and effect and the Closing Date, Earnest Money sxxxx xx returned in full to Buyer immediately and Sellers neither party shall have a reasonable time, not any further duties or obligations to exceed five the other hereunder. The Buyer shall also have Five (5) daysbusiness days to review and approve any easement, to elect lien, hypothecation or other encumbrance placed of record affecting the options set forth above upon Property after the same conditions set forth above (unless such defect was caused by date of the act or failure to act of SellersTitle Commitment. If necessary, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended by the number of days necessary for the Buyer to have Five (5) business days to review any such items. Such Five (5) business day review period shall commence on the extent necessarydate the Buyer is provided with a legible copy of the instrument creating such exception to title. The Seller agrees to inform the Buyer of any item executed by the Seller placed of record affecting the Property after the date of the Title Commitment. If any objections are so made, not to exceed the Seller shall be allowed thirty (30) daysdays to cure such objections or in the alternative to obtain a commitment for insurable title insuring over Buyer's objections. If Seller shall decide to make no efforts to cure Buyer's objections, or is unable to provide obtain insurable title within said additional time thirty (30) day period, this Agreement shall be null and void and of no further force and effect and the Earnest Money sxxxx xx returned in full to Buyer immediately and neither party shall have any further duties or obligations to the other hereunder.
Appears in 1 contract
Samples: Purchase Agreement (Aei Income & Growth Fund Xxii LTD Partnership)
Title. During the Inspection Period, Seller has provided Buyer shall have the right, at with a copy of its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy for the Property. Seller has ordered from Xxxxxxx Title Guaranty Company (the “Title PolicyInsurer”) a Commitment for Title Insurance for an ALTA Owner’s Form B Title Insurance Policy for the Property (with copies of all instruments listed as exceptions to title) (collectively, the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title CompanyCommitment”). Buyer shall have the right, on or before until the expiration of the Inspection Period, Period within which to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Propertyexamine said Commitment. If Buyer fails objects to give any such objections on or title encumbrances disclosed in the Commitment, Buyer shall, prior to the expiration of the Inspection Period, all matters affecting notify Seller in writing, specifying the objectionable title to and the Survey of the Property shall be deemed to be permitted title exceptions encumbrances (hereinafter collectively referred to as the a “Permitted ExceptionsTitle Notice”). If Buyer does fails to timely give such notice specifying the objectionable title encumbrances, Buyer will be deemed to have approved the matters set forth in the Commitment (and all matters over which the Title Insurer has agreed to insure in the Commitment, Buyer having had the right to give a Title Notice with respect to any such matter over which the Title Insurer has agreed to insure in the Commitment), all of which shall be included in the “Permitted Exceptions.” If Buyer timely gives such notice specifying objectionable title encumbrances, all matters set forth in the Commitment which are not objected to in Buyer’s notice (including all matters over which the Title Insurer has agreed to insure in the Commitment, Buyer having had the right to give a Title Notice with respect to any such matter over which the Title Insurer has agreed to insure in the Commitment) will be included in the “Permitted Exceptions.” Seller may elect (but shall have no obligation whatsoever) to attempt to cure any title matters within thirty (30) days from receipt of the Title Notice (the “Title Cure Period”), in which event the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of thirty (30) days after receipt of the Title Notice or five (5) business days after such matter is cured. Within five (5) business days after receiving Buyer’s Title Notice (the “Seller’s Title Notice Period”), Seller shall notify Buyer if Seller intends to attempt to effectuate such cure. In the event that Seller gives notice during the Seller’s Title Notice Period that Seller elects not to attempt to effectuate cure of the subject title matters, or if Seller fails to give notice during the Seller’s Title Notice Period of objections Seller’s intention to attempt to effectuate such cure, then Buyer may, within two (2) business days after Seller’s notice, or if no notice is given the expiration of the Seller’s Title Notice Period, terminate this Agreement by notice to Seller, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not timely so terminate this Agreement, Buyer shall be deemed to have waived objection to any such title matter (which matters will be included within the Permitted Exceptions) and agreed to accept title subject thereto, without reduction in the Purchase Price. In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure within the Title Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Title Cure Period, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Title Cure Period, Buyer shall be deemed to have waived objection to any such title matter (which matters will be included within the Permitted Exceptions) and agreed to accept title subject thereto, without reduction in the Purchase Price. The foregoing notwithstanding: (A) at Closing, Seller will pay off any mortgage loans obtained by Seller, (B) Buyer shall have the right to give a Gap Notice as set forth below with respect to any filed mechanic’s lien not disclosed by the Title Insurer or known to Buyer prior to the expiration of the Inspection Period and terminate the Agreement on account thereof unless Seller elects to pay or bond off, or, for such liens of less than $100,000, cause the Title Insurer to insure over, the same (Seller having no obligation to do so), and (C) taxes will be paid and pro rated as set forth in Section 8. Buyer may, prior to Closing, notify Seller in writing (a “Gap Notice”) of any title exceptions (i) raised by the Title Insurer between the expiration of the Inspection Period and Closing and (ii) not disclosed by the Title Insurer or otherwise known to Buyer prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date ; provided that Buyer must notify Seller of such objections unacceptable exceptions within three (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (73) business days after of being made aware of the Sellers Election Deadline existence of such exceptions. If Buyer sends a Gap Notice to elect either (A) to terminate this ContractSeller, whereupon all Buyer and Seller shall have the same rights and obligations hereunder shall immediately terminate (other than those obligations expressly with respect to such notice and the exceptions set forth in this Contract which specifically survive such termination), or (B) therein as apply to close a Title Notice and the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject exceptions set forth therein pursuant to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodparagraph.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Industrial Income Trust Inc.)
Title. During (a) At Closing, Seller shall convey fee simple title to the Inspection PeriodOwned Lots to Buyer or its designee by delivery of the Deed (as hereinafter defined). Title to the Owned Lots, shall be good and marketable, and shall be insurable as such at regular rates by the Title Company, free of all liens, encumbrances, leases or other rights or occupancies and title company exceptions, except those liens and other encumbrances (the "Permitted Exceptions") to which Buyer has not objected in writing within thirty (30) days of the date of this Agreement. Any monetary liens or encumbrances other than the Permitted Exceptions shall be removed by the Seller, at Seller’s expense, prior to Closing. Subsequent to the execution of this Agreement, Seller shall not further encumber the Real Property in any fashion whatsoever without the written approval of Buyer. Seller shall deliver to Buyer copies of any title reports, data or surveys in its possession related to the Real Property simultaneous with its execution of this Agreement. At Closing, Seller shall deliver exclusive possession and occupancy of the Owned Lots. Buyer shall deliver to Seller within thirty (30) days from the date of this Agreement a copy of its title report together with a written list of all objections thereto. Seller shall have a period of five (5) days from receipt of such objections to advise Buyer in writing whether Seller shall have the right, at its expense, objections removed or cured prior to obtain a pro forma endorsement to the CompanyClosing. Seller’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, failure to notify Sellers in writing of any objections Buyer may have to title to within the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property stated time period shall be deemed Seller’s election not to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”)cure. If Buyer does give notice of Seller is unwilling to remove or cure the objections on or prior to the expiration of the Inspection PeriodClosing, then Sellers Buyer shall have five (5) days after thereafter to either: (a) terminate its obligation hereunder and receive the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure Deposit whereupon this Agreement shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure null and void (except for the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly indemnity provisions set forth in this Contract Paragraph 9(a) which specifically shall survive such termination) and neither party shall have any further liability hereunder; or (b) agree to accept such title as Seller agrees to deliver at Closing. At Closing, Seller shall deliver a Bargain and Sale Deed with Covenants Against Grantor's Acts, in proper recordable form, duly–executed and acknowledged by Seller for the Owned Lots (the "Deed"), or an Affidavit of Title and such other documents (B) to close the purchase and sale contemplated hereby including, but not limited to, Assignment of Option Agreement in which case all of Buyer’s uncured title and survey objections and, subject a form mutually acceptable to the last sentence parties and duly executed by South Jersey, Assignment of this Section 6(BSpecial Declarants Rights, Xxxx of Sale, Assignment of Plans (which shall include consents of the engineers and architects), any other title matters, shall be added to Governmental Approvals and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven Outstanding Agreements (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”as hereinafter defined), and an Closing Agreement confirming and ratifying the Closing Date representations and warranties set forth herein)) which shall be extended to reasonably required by Buyer, its counsel, and/or the extent necessary, not to exceed thirty (30) days, to provide said additional time periodTitle Company.
Appears in 1 contract
Samples: Agreement of Sale (Rottlund Co Inc)
Title. During Seller shall order upon the Inspection Period, Buyer shall have the rightEffective Date of this Agreement, at its sole expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy commitment for an Texas Form T-1 Owner's Policy of Title Insurance (the “Title Policy”) for the Property (the “Title Endorsement”most recent edition) issued by Fidelity National Title Insurance Company the Closing Agent (“the "Title Company”") through the Title Underwriter, insuring fee simple title in the Property, subject only to such matters as Buyer may approve and contain such endorsements as Buyer may require that are available for a property in Texas (the "Title Commitment"). The Title Commitment shall show Seller as the present fee owner of the Property and show Buyer as the fee owner to be insured. All easements, restrictions, documents and other items affecting title shall be listed in Schedule "B" of the Title Commitment. Copies of all instruments creating such exceptions must be attached to the Title Commitment. The Title Company shall also provide to Buyer a current tax certificate relative to the Property. Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within allowed ten (10) business days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out after receipt of the proceeds Title Commitment and copies of all underlying documents, for examination and the purchase making of the Membership Interests by Buyer at Closing (collectivelyany objections thereto, said objections to be made in writing or deemed waived. If any objections are so made, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure Seller shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections allowed ten (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (710) business days after to cure such objections or in the Sellers Election Deadline alternative to elect either (A) obtain a commitment for insurable title insuring over Buyer's objections. If Seller shall decide to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination)make no efforts to cure Buyer's objections, or is unable to obtain insurable title within said ten (B10) business day period, this Agreement shall be null and void and of no further force and effect (and the Earnest Money shalx xx xeturned in full to close the purchase Buyer immediately and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject neither party shall have any further duties or obligations to the last sentence of this Section 6(Bother hereunder except as expressly provided herein), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to also have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days to review and approve any easement, lien, hypothecation or other encumbrance placed of record affecting the Property after becoming aware the date of such defectthe Title Commitment. If necessary, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended by the number of days necessary for the Buyer to have five (5) business days to review any such items. Such five (5) business day review period shall commence on the date the Buyer is provided with a legible copy of the instrument creating such exception to title. The Seller agrees to inform the Buyer of any item executed by the Seller placed of record affecting the Property after the date of the Title Commitment. If any objections are so made, the Seller shall be allowed five (5) business days to cure such objections or in the alternative to obtain a commitment for insurable title insuring over Buyer's objections. If Seller shall decide to make no efforts to cure Buyer's objections, or is unable to obtain insurable title within said five (5) business day period, this Agreement shall be null and void and of no further force and effect (and the Earnest Money shall xx xxxurned in full to Buyer immediately and neither party shall have any further duties or obligations to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodother hereunder except as expressly provided herein).
Appears in 1 contract
Title. During (a) Seller, at its sole cost and expense, shall deliver to Buyer within three (3) days after the Inspection PeriodOpening of Escrow a Preliminary Report of title to the Property, issued by the Title Company, together with legible copies of all documents referenced therein as exceptions to title and a plot plan for the Property showing all the locations of all recorded easements ("Preliminary Report"). Within twenty (20) days after Buyer's receipt of the Preliminary Report, Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers Seller in writing of Buyer's objections to title, if any objections Buyer may have ("Disapproved Exceptions"). All monetary liens or encumbrances (except for real property taxes not due) shall be deemed Disapproved Exceptions and Seller shall be obligated to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections eliminate same on or prior to the expiration of Closing. Seller shall use its good faith diligent efforts to cause the Inspection Period, Title Company to eliminate all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured other Disapproved Exceptions within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out after Seller receives notice of the proceeds Disapproved Exceptions. If despite such efforts, Seller is unable to eliminate such Disapproved Exceptions, Seller shall notify Buyer in writing of same within ten (10) days after Seller receives notice of the purchase of the Membership Interests by Disapproved Exceptions. If Seller is unable to expend further efforts and otherwise eliminate such Disapproved Exceptions, then unless Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure shall notify Seller in writing on or before 5:00 p.m. Pacific Time on the Sellers Election Deadline to notify Feasibility Date that Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objectionswaive its disapproval, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate disapproved title, Escrow and this ContractAgreement shall terminate, and all rights and obligations hereunder Escrow Holder shall immediately terminate (return the Deposit to Buyer without any additional instructions from Seller and Escrow Holder shall immediately return all other than obligations expressly set forth in this Contract documents, instruments and monies to the Party which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”)deposited same, and the Closing Date shall be extended Parties will have no further obligation to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodone another.
Appears in 1 contract
Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Homefed Corp)
Title. During the Inspection Period, Buyer (a) Purchaser shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to such information concerning title to the Property and a title insurance policy commitment as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer desire at its sole cost and expense. Purchaser shall provide to Seller a copy of any title commitment which it obtains. Prior to 5:00 p.m. (New York City time) on or before the Sellers Election Deadline, and Buyer shall have date seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject prior to the last sentence Closing Date, Purchaser shall advise Seller of this Section 6(Bany good faith objection to any matter affecting title to the Property or shown on any survey of the Property ("Title Objection"). Seller may, any other title mattersbut shall not be obligated to, cure such Title Objection which has been timely made; provided, however, that Seller shall be added obligated to obtain a release of any mortgage which encumbers the Property and be made any lien created by Seller (each, a part of the Permitted Exceptions"Required Cure Matter"). The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven Within five (75) business days after the Sellers Election Deadlinereceipt of any Title Objection that it is not obligated to cure, then Buyer Seller shall notify Purchaser either that Seller shall attempt to cure such Title Objection or that Seller is unable or unwilling to do so. If Seller elects not to cure such Title Objection, Purchaser shall be deemed to have elected waived all Title Objections unless on or prior to terminate the Closing Date, Purchaser delivers to Seller written notice terminating this ContractAgreement. If Seller shall have notified Purchaser within said five (5) business day period that it shall attempt to cure such Title Objection, then Seller shall have an additional fifteen (15) days in which to complete such cure and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer Closing Date shall be entitled extended accordingly. If Seller is unable to object thereto complete such cure during such additional fifteen (15) day period, then at the end of such period Purchaser shall either waive such Title Objection and complete the Closing within five (5) business days after becoming aware thereafter or Purchaser shall notify Seller of such defect, the termination of this Agreement. Seller shall not be liable to Purchaser in the event Seller attempts but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated is unable to cure same and the same shall be deemed such Title Objection. (Those matters which Purchaser is required to be a “Removable Lien”take title subject to in accordance with this Agreement, "Permitted Exceptions"), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time period.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Cornerstone Properties Inc)
Title. During the Inspection Period, Buyer Purchaser shall have the right, at its expense, to obtain procure a pro forma endorsement to the Company’s existing title insurance policy commitment in the amount of the Purchase Price covering the Property issued by the Title Company (the “Title PolicyCommitment”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”)and furnish a copy thereof to Seller. Buyer Purchaser shall have the right, on or before until the expiration of the Inspection Period, Period to notify Sellers in writing of object to any objections Buyer may have to title to the Property as matters shown in on the Title Policy, Commitment or Survey by written notice to Seller (“Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted ExceptionsObjection Notice”). If Buyer does give notice of objections on Purchaser may also object to any new matters thereafter revealed by a title or prior survey update by subsequent Title Objection Notice(s) to the expiration of the Inspection Period, then Sellers shall have Seller. Within five (5) business days after the effective date receipt of such objections (the “Sellers Election Deadline”) to elect to cure somea Purchaser’s Title Objection Notice, all or none of Buyer’s title and survey objections; provided, however, if Seller shall either (i) such objection can be cured within ten (10) days and at a cost deliver written notice to Purchaser of any title or Survey objections which Seller elects not to exceed $50,000.00cure, or (ii) cure or satisfy such objection is objections (or commence to a monetary lien cure or encumbrance which can satisfy such objections as long as Seller reasonably believes such objections may be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer or satisfied at Closing least two (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (72) business days after prior to Closing). In the Sellers Election Deadline event that Seller does not deliver written notice to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract Purchaser of any title or Survey objections which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall Seller elects not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven such five (75) business days after the Sellers Election Deadlineday period, then Buyer Seller shall be deemed to have elected to terminate this Contract, and not cure all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination)objections. As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within Within five (5) business days after becoming aware receipt of Seller’s written notification that Seller elects not to cure a title or Survey objection, Purchaser may terminate this Agreement and receive a full refund of the Xxxxxxx Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such defecttitle or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (2) business days before the scheduled date of Closing, but no later than the Closing Date, and Sellers Purchaser shall have a reasonable time, not the right to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellersterminate this Agreement, in which event Sellers are obligated case the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights, obligations or duties under this Agreement. If Seller does cure same and or satisfy the same objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser shall elect to waive, or which is otherwise acceptable to Purchaser, shall be deemed an additional 001/16597.001/EscrowPhase1/PSA5.1(hhb) Permitted Exception to title at Closing. Seller covenants and agrees not to alter or encumber in any way Seller’s title to the Property after the date hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall cause any deed of trust, mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Property to be a “Removable Lien”)released at or before Closing provided that, any such obligations actually satisfied and released by application of Purchaser’s funds at the Closing Date will be deemed to have been cured by Seller at least two (2) business days prior to Closing and shall not be extended a justification for Purchaser to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodterminate this Agreement.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (GLADSTONE LAND Corp)
Title. During (a) Buyer acknowledges that, as of the Inspection PeriodEffective Date, Buyer has been given access to copies of all of the following items regarding title to the Property: (a) title commitment prepared by First American Title Insurance Company, for the Property for an owner’s policy of title insurance (the “Title Report”), (b) all underlying documents evidencing exceptions to title or otherwise referred to in the Title Report to the extent such documents are readily available from the Title Company and (c) a copy of the most recently prepared survey of the Property in Seller’s possession or control (the “Existing Survey”). Buyer, by giving notice to Seller on or before the date that is ten (10) Business Days prior to the Due Diligence Deadline (the “Title Objection Deadline”), may object to any matter contained in the Title Report or matter appearing on the Existing Survey or any new survey obtained by Buyer (as applicable) (an “Objection”) in Buyer’s sole and absolute discretion. Buyer shall be deemed to have waived all rights to make Objections with respect to all matters shown in the Title Report and all matters that would be revealed by current, accurate ALTA survey of the Property unless Buyer delivers an Objection to Seller prior to the Title Objection Deadline. If Buyer makes any such Objection, Seller may, by giving notice to Buyer on or before the date that is three (3) Business Days after Buyer’s Objection notice, elect either to remove such Objections or not to remove such Objections. Seller shall be deemed to have elected not to remove any such Objection unless Seller elects to remove any such Objection by giving written notice to Buyer in accordance with this Section 4.1.1(a). If Seller elects to remove any such Objection, Seller shall remove the Objection on or before the Closing Date. The procurement by Seller, at its option, of a written irrevocable, unconditional (subject to the payment of any fees relating thereto) commitment from the Title Company to issue the “Title Policy” (defined below) or an endorsement thereto reasonably acceptable to Buyer insuring Buyer against any 11476794.5 8 Objection shall be deemed a removal thereof from title to the Property. If Seller elects (or is deemed to have elected) not to remove any such Objection, Buyer shall have the right, at its expense, by giving notice to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to Seller and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have Escrow Holder within five (5) days Business Days after receipt of Seller’s response (or the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; last day on which Seller could provide a response if no response is provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights Agreement (in which case the Deposit less the Option Money shall be returned to Buyer and obligations hereunder the Option Money shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such terminationbe delivered to Seller), or (B) to close the purchase withdraw such Objection and sale contemplated hereby in which case waive all of Buyer’s uncured title and survey objections and, subject rights with respect to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Lienssuch Objection. If Buyer does not so respond within seven (7) business days after exercise the Sellers Election Deadlineright to terminate this Agreement in accordance with this Section 4.1.1(a), then Buyer shall be deemed to have elected to terminate this Contractwaived such Objection. For the avoidance of doubt, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same following matters shall be deemed to be a “Removable Lien”Permitted Encumbrances” for all purposes of this Agreement: (a) rights of tenants under unrecorded leases, as tenants only, without any right of purchase, offer or first refusal, (b) subject to the adjustments provided for herein, liens for current real estate taxes and special assessments which are not yet due and payable, (c) standard exceptions and provisions contained in the current ALTA 2006 form of title insurance policy, (d) discrepancies, conflicts in boundary lines, shortages in area, encroachments and any state of facts not included on the Existing Survey but which an update of the Existing Survey would disclose, or which are not shown on the public records, (e) subject to the adjustments provided for herein, any service, installation, connection or maintenance charge due after Closing and charges for sewer, water, electricity, telephone, cable television or gas, (f) any title exception which is approved, deemed approved or waived by Buyer pursuant to this Section 4.1.1(a), and (g) any exceptions caused by Buyer, its agents, representatives or employees, (h) such other exceptions as the Closing Date Title Company shall be extended commit to insure over without any additional cost to Buyer, whether such insurance is made available in consideration of payment, bonding, indemnity of Seller or otherwise, subject to the extent necessaryprovisions above relating to any additional insurance, not and (i) easements and laws, regulations, resolutions or ordinances, including, without limitation, building, zoning and environmental protection, as to exceed thirty (30) daysthe use, occupancy, subdivision, development, conversion or redevelopment of the Property currently or hereinafter imposed by any governmental or quasi-governmental body or authority including any such easements and laws, regulations, resolutions or ordinances with respect to provide said additional time periodutilities.
Appears in 1 contract
Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Steadfast Apartment REIT III, Inc.)
Title. During (i) At all times from the Inspection Perioddate of this Agreement through the First Closing (a) such Seller is the direct owner of the number and class of Equity Interests of the Purchased Company indicated for such Seller on Schedules 3.4(a) and (b), free and clear of all Liens, and upon the First Closing, Buyer shall have own 80% of the Equity Interests of the Purchased Company, free and clear of all Liens; (b) such Seller is not party to any option, warrant, purchase right, at its expenseor other contract or commitment (other than this Agreement and the Transaction Documents to which such Seller is a party) obligating such Seller to sell, transfer, pledge or otherwise dispose of his portion of Equity Interests in the Purchased Company; and (c) such Seller is not a party to obtain a pro forma endorsement any voting trust, proxy or other agreement or understanding restricting or otherwise relating to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the rightvoting, on dividend rights voting or before the expiration disposition of the Inspection Period, to notify Sellers in writing its portion of any objections Buyer may have to title to the Property as shown Equity Interests in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to Purchased Company; and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) at all times from the First Closing through each Remaining Closing (x) such objection Seller is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out direct owner of the proceeds number and class of Equity Interests of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure Purchased Company indicated for such Seller on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7Schedule 3.4(b) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract Equity Interests of the Purchased Company which specifically survive such terminationthe Sellers have already sold the Buyer at a previous Remaining Closing), or (B) free and clear of all Liens, and upon each Remaining Closing, the Buyer shall own such Equity Interests of the Purchased Company which the Sellers have agreed to close the purchase sell, convey, transfer, assign and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject deliver to the last sentence Buyer at such Remaining Closing, free and clear of this Section 6(B)all Liens; (y) such Seller is not party to any option, any warrant, purchase right, or other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate contract or commitment (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same Agreement and the same shall be deemed Transaction Documents to be which such Seller is a “Removable Lien”)party) obligating such Seller to sell, transfer, pledge or otherwise dispose of its portion of Equity Interests in the Purchased Company; and the Closing Date shall be extended (z) such Seller is not a party to any voting trust, proxy or other agreement or understanding restricting or otherwise relating to the extent necessaryvoting, not to exceed thirty (30) days, to provide said additional time perioddividend rights voting or disposition of its portion of Equity Interests in the Purchased Company.
Appears in 1 contract
Samples: Purchase Agreement (SciPlay Corp)
Title. During the Inspection Period, Buyer Purchaser shall have the right, at its expense, to obtain procure a pro forma endorsement to the Company’s existing title insurance policy commitment in the amount of the Purchase Price covering the Property issued by the Title Company (the “Title PolicyCommitment”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”)and furnish a copy thereof to Seller. Buyer Purchaser shall have the right, on or before until the expiration of the Inspection Period, Period to notify Sellers in writing of object to any objections Buyer may have to title to the Property as matters shown in on the Title Policy, Commitment or Survey by written notice to Seller (“Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted ExceptionsObjection Notice”). If Buyer does give notice of objections on or prior Purchaser may also object to the expiration of the Inspection Period, then Sellers shall have any new matters thereafter revealed by a title update by subsequent Title Objection Notice(s) to Seller. Within five (5) business days after the effective date receipt of such objections (the “Sellers Election Deadline”) to elect to cure somea Purchaser’s Title Objection Notice, all or none of Buyer’s title and survey objections; provided, however, if Seller shall either (i) such objection can be cured within ten (10) days and at a cost deliver written notice to Purchaser of any title or Survey objections which Seller elects not to exceed $50,000.00cure, or (ii) cure or satisfy such objection is objections (or commence to a monetary lien cure or encumbrance which can satisfy such objections as long as Seller reasonably believes such objections may be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer or satisfied at Closing least two (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (72) business days after prior to Closing). In the Sellers Election Deadline event that Seller does not deliver written notice to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract Purchaser of any title or Survey objections which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall Seller elects not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven such five (75) business days after the Sellers Election Deadlineday period, then Buyer Seller shall be deemed to have elected to terminate this Contract, and not cure all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination)objections. As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within Within five (5) business days after becoming aware receipt of Seller’s written notification that Seller elects not to cure a title or Survey objection, Purchaser may terminate this Agreement and receive a full refund of the Xxxxxxx Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such defecttitle or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (2) business days before the scheduled date of Closing, but no later than the Closing Date, and Sellers Purchaser shall have a reasonable time, not the right to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellersterminate this Agreement, in which event Sellers are obligated case the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights, obligations or duties under this Agreement. If Seller does cure same and or satisfy the same objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser shall elect to waive, or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to title at Closing. Seller covenants and agrees not to alter or encumber in any way Seller’s title to the Property after the date hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall cause any deed of trust, mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Property to be a “Removable Lien”)released at or before Closing provided that, any such obligations actually satisfied and released by application of Purchaser’s funds at the Closing Date will be deemed to have been cured by Seller at least two (2) business days prior to Closing and shall not be extended a justification for Purchaser to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodterminate this Agreement. 11.
Appears in 1 contract
Samples: Agreement (GLADSTONE LAND Corp)
Title. During Purchaser may, at any time during the Inspection Period, Buyer object in writing to any liens, encumbrances, and other matters reflected by the Title Commitment or Survey. All such matters to which Purchaser so objects shall have be “Non-Permitted Encumbrances”; if no such objection notice is given during the rightInspection Period, except as otherwise provided below, all matters reflected by the Survey and Title Commitment shall be “Permitted Encumbrances”. If, between the end of the Inspection Period and Closing, Purchaser receives notice of additional liens, encumbrances or other matters not reflected in the initial Title Commitment or Survey or otherwise becomes aware of such matters, Purchaser may submit a revised list adding additional Non-Permitted Exceptions. Seller may, but shall not be obligated to, at its sole cost and expense, cure, remove or insure around all Non-Permitted Exceptions and give Purchaser written notice thereof within five days after the Inspection Period expires or, if applicable, after delivery of any revised list; provided, however, Seller, at its sole cost and expense, shall be obligated to obtain cure, remove or insure around by Closing all mortgages, deeds of trust, judgment liens, mechanic’s and materialmen’s liens, and other liens and encumbrances against the Property (other than liens for taxes and assessments which are not delinquent) which either secure indebtedness or can be removed by payment of a pro forma endorsement liquidated sum of money, whether or not Purchaser objects thereto during the Inspection Period, and all such matters shall be deemed Non-Permitted Exceptions. If Seller does not timely cause all of the Non-Permitted Exceptions to be removed, cured or otherwise omitted from Purchaser’s Title Commitment and timely deliver written notice thereof to Purchaser, Purchaser may, at any time and at its election, (1) terminate this Agreement and recover the Xxxxxxx Money by providing written notice of termination to Seller, and neither Purchaser nor Seller shall have any obligations under this Agreement except those that expressly survive the termination of this Agreement, (b) extend the Closing Date until three Business Days after Seller has caused all of the Non-Permitted Exceptions to be removed, cured or otherwise omitted from Purchaser’s Title Commitment, or (c) purchase the Property subject to the CompanyNon-Permitted Exceptions (other than liens that Seller is obligated to cure, remove or insure around), in which event the Non-Permitted Exceptions (other than liens that Seller is obligated to cure, remove or insure around) subject to which Purchaser elects to purchase the Property shall thereafter be Permitted Exceptions. In the event that the Title Company does not issue at Closing, or unconditionally commit at Closing to issue, to Purchaser, an extended coverage owner’s existing title insurance policy in accordance with the Title Commitment, insuring Purchaser’s title to the Property in the amount of the Purchase Price, subject only to the standard exceptions and exclusions from coverage contained in such policy and the Permitted Exceptions (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer , Purchaser shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) right to terminate this ContractAgreement, whereupon all in which case the Xxxxxxx Money shall be immediately returned to Purchaser and the parties hereto shall have no further rights and obligations hereunder shall immediately terminate (or obligations, other than those obligations expressly set forth in this Contract which specifically that by their terms survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence termination of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodAgreement.
Appears in 1 contract
Title. During the Inspection Period, Buyer shall have the rightBuyer, at its sole expense, within three (3) business days of the Effective Date, shall order an updated title insurance commitment, along with underlying documents to include any easement or declarations/CAM affecting the Property, for an Owner’s Title Insurance Policy (collectively, the “Title Commitment”). Closing will be conditioned on the agreement of the Title Company to issue an Owner’s Title Insurance Policy, dated as of the Closing Date, in an amount equal to the Purchase Price, insuring that Buyer will own insurable fee simple title to the Property subject only to: current real property taxes and assessments; survey exceptions; the rights of parties in possession pursuant to the Lease; and the Permitted Exceptions, as defined herein. Buyer shall, at its sole expense, order and obtain an updated survey of the Property. Buyer hereby acknowledges that if Buyer desires to remove the survey exception from the Title Commitment, it shall be Buyer’s responsibility to obtain a pro forma endorsement such updated survey. Seller shall have no obligation to execute any “no change” or equivalent affidavit with respect to the Company’s existing survey of the real property, nor shall Seller have any obligation to make any representations or warranties regarding such survey or any measurements or depictions thereon. Buyer shall be allowed until the expiration of the Review Period for examination and the making of any title insurance policy objections thereto (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title CompanyObjections”). Buyer shall have the right, on or before the expiration of the Inspection Period, said Title Objections to notify Sellers be made in writing or deemed waived (such written notice of any objections Buyer may have to title to the Property as shown in the Buyer’s Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed Objections to be permitted title exceptions (hereinafter collectively referred to as the “Permitted ExceptionsNotice of Objections”). Except as set forth below, any title exception disclosed by the Title Commitment or Buyer’s survey and not listed in such Notice of Objections shall be deemed a “Permitted Title Exception” under this Agreement. If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers Seller shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect fail to cure some, (or commence to cure) or eliminate all or none the Title Objections listed in the Notice of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured Defect within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after receipt of the Sellers Election Deadline to Notice of Objections (the “Title Cure Period”), then Buyer may elect either to: (Aa) accept the Property subject to terminate this Contract, whereupon all rights and obligations hereunder the title exception(s) not cured (in which case such title exception(s) shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such terminationbecome a Permitted Title Exception(s) hereunder), or (Bb) terminate this Agreement. In the event that Seller agrees to close cure a Title Objection and commences such cure, but the purchase and sale contemplated hereby in which case all same cannot be cured within the Title Cure Period, the Buyer may, by written notice to Seller, preserve such Title Objection such that the cure of such Title Objection shall be a condition precedent to Buyer’s uncured title and survey objections and, obligation to close. Buyer shall elect to either accept the Property subject to the last sentence of this Section 6(B), any other title matters, shall be added Permitted Exceptions or terminate the Agreement by written notice to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond Seller delivered within seven three (73) business days after following the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date end of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”)Cure Period, and the Closing Date failure to deliver such election notice shall constitute an election to proceed under clause (a) above. Any mortgage, security deed, lien, lis pendens, judgment, or other claim in a liquidated amount incurred by Seller during Seller’s ownership of the Property and which constitutes an exception to the title to the Property shall not in any event be a Permitted Title Exception hereunder, but such claim shall be extended paid or satisfied out of the sums payable by Buyer at Closing, and the proceeds of sale payable to Seller shall be reduced accordingly; provided that such claim must have arisen directly from the extent necessaryacts or omissions of Seller, and not to exceed thirty (30) days, to provide said additional time periodthose of the Tenant.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Aei Income & Growth Fund Xxi LTD Partnership)
Title. During the Inspection Period, Buyer shall have the right, at its expense, to obtain a pro forma endorsement Prior to the Company’s existing title insurance policy (the “Title Policy”) for execution of this Agreement, Escrow Agent has provided Buyer with a Preliminary Report No. 07570953 – 03, dated as of March 21, 2007 concerning the Property (the “Preliminary Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title CompanyReport”), disclosing matters of record which relate to the title to the Property and Escrow Agent’s requirements for issuing the Title Policy, as defined in Section 6. Escrow Agent also has provided Buyer with legible copies of all instruments referred to in the Preliminary Title Report. Buyer shall have until the right, on or before the expiration end of the Title Inspection Period, Period (as defined in Section 1(b)) to notify Sellers object in writing of to any objections Buyer may have to title to the Property as matter shown in the Preliminary Title Policy, Title Endorsement Report or the Survey disclosed in any survey of the Property. If Buyer fails to give object to any such objections matter set forth on or prior to the expiration Preliminary Title Report by the end of the Title Inspection Period, all matters affecting the condition of title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of approved by Buyer’s title and survey objections; provided, however, that Seller agrees to cause the exceptions disclosed as Nos. 12, 13, 14 and 15 in Schedule B of the Preliminary Title Report to be removed on or before the Closing. If Buyer objects in writing to any other matter disclosed in the Preliminary Title Report, Buyer shall specify the matter objected to with detail in a written notice delivered to Seller and Escrow Agent by the end of the Title Inspection Period (the “Title Objection Notice”). Seller shall have two (2) days after receipt of a Title Objection Notice to deliver written notice to Buyer as to whether Seller will remove the matter(s) objected to by Buyer (“Seller’s Title Response”); it being understood that Seller is under no obligation to remove any matter(s) objected to by Buyer unless Seller otherwise agrees in writing to do so. If Seller is unable or unwilling to remove the matter set forth in the Title Objection Notice, Buyer shall elect in writing within two (2) days after Seller’s delivery of Seller’s Title Response to Buyer (or the expiration of Seller’s 2-day period for response if either Seller does not deliver Seller’s Title Response), to either: (i) such objection can be cured within ten (10) days terminate this Agreement and at receive a cost not to exceed $50,000.00, return of all Xxxxxxx Money paid; or (ii) close escrow without any reduction in the Purchase Price, canceling and waiving the Title Objection Notice and taking title subject to such objection is matters. Failure to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree give notice to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none Seller of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it election shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) constitute Buyer’s election to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodAgreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cornerstone Core Properties REIT, Inc.)
Title. During the Inspection Period, Buyer shall have a period of fifteen (15) days from the right, at its expenseEffective Date (“Buyer’s Title Objection Period”), to obtain a pro forma endorsement review and approve the Title Report and any Survey obtained by Buyer prior to that date. In the event that Buyer does not approve of the Title Report or any lien, encumbrances, and other matters reflected on the Title Report or the Survey and Seller does not cause such matter to be removed, Buyer may, prior to 4:00 p.m. C.S.T. on the last day of Buyer’s Title Objection Period, deliver to the Company’s existing title insurance policy Escrow Agent and Seller, written notice of its election to terminate this Agreement (the “Title PolicyTermination Notice”). Upon Escrow Agent’s timely receipt of the Title Termination Notice, Escrow Agent shall immediately return to the Buyer the Deposit together with any accrued interest (subject to any rights of Seller in this Agreement) for and thereafter neither Buyer nor Seller shall have any further rights or obligations hereunder except as otherwise expressly provided herein. In the Property event Buyer fails to timely deliver the Title Termination Notice, then Buyer shall be deemed to have approved of the exceptions contained in the Title Report (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title CompanyApproved Exceptions”). Buyer shall have no further right to object to the right, on or before the expiration condition of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property except as shown in to matters which may arise after the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or Termination Deadline and prior to the expiration Close of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions Escrow (hereinafter collectively referred to as the “Permitted New Title Exceptions”). If Buyer does give notice of objections on or In the event a New Title Exception is discovered prior to the expiration Close of the Inspection PeriodEscrow, then Sellers Buyer shall have five (5) days after receipt of notice of the effective date of such objections (the “Sellers Election Deadline”) New Title Exception to elect deliver to cure some, all or none Seller a notice of Buyer’s title disapproval of the New Title Exception (“Disapproved Title Item”) and survey objectionsthe Close of Escrow shall be extended by up to five (5) days, if necessary, to allow Buyer to deliver such disapproval; provided, however, that if either Buyer fails to deliver such notice within such five (i5) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00day period, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected approved the New Title Exception and such New Title Exception shall thereafter conclusively be deemed an Approved Title Exception. Seller shall have until Close of Escrow to terminate this Contract, and all rights and obligations hereunder attempt to cure any Disapproved Title Item (but shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such terminationhave no obligation to do so). As to title defects arising after the effective date of the A Disapproved Title Endorsement and survey defects arising after the date of the Survey, Buyer Item shall be entitled considered to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, be cured and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall conclusively be deemed to be a an Approved Title Exception if such Disapproved Title Item (a) is removed as an exception to the Title Report (and will/does not appear as an exception to the Title Policy), (b) is curable by endorsement or other extended coverage or (c) is otherwise resolved to the satisfaction of Buyer. In no event shall Buyer have the right to disapprove any of the following: (w) current real property taxes and assessments not yet due and payable; (x) matters that would be disclosed by an accurate survey (provided Buyer may object to any adverse matters disclosed by an ALTA Survey during the Investigation Period); (y) Title Company’s standard exceptions to an ALTA extended coverage policy; and (z) all Approved Title Exceptions (collectively, the “Removable LienPermitted Exceptions”), and . Seller will not record any new lien or encumbrance on title or remove any current encumbrance on title benefiting the Closing Date shall be extended to Real Property without the extent necessary, not to exceed thirty (30) days, to provide said additional time periodconsent of Buyer.
Appears in 1 contract
Title. During (a) It is further understood and agreed that if, on the Inspection Period, Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) date herein set for the Property (closing of title, the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer Seller shall have the right, on or before the expiration of the Inspection Period, be unable to notify Sellers in writing of any objections Buyer may have to convey marketable title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior Premises to the expiration Buyer free and clear of the Inspection Periodencumbrances, all matters affecting liens or exceptions to title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination)Schedule B hereof or in Paragraph 7 hereof, or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contractthen, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after that event, the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers Seller shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act further period of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) daysdays within which to perfect title. If, at the end of said period, the Seller is still unable to provide convey title to the Premises free and clear of all encumbrances, liens or, exceptions to title except as aforesaid, the Buyer may elect to accept such title as the Seller can convey, upon the payment of the aforesaid Purchase Price, or may reject the deed conveying such title on that ground. Upon such rejection, all sums paid on account hereof, including the Xxxxxxx Money deposit and the Supplementary Deposit contemplated in Paragraphs 1(a) and 1(b) hereof, respectively, together with interest thereon, and together with any expenses actually incurred by the Buyer for the examination of the title to the Premises shall be repaid by the Seller to the Buyer. The Buyer agrees to obtain a title search of the Premises within thirty (30) days of the execution hereof. The Buyer shall notify the Seller within said additional time periodthirty (30) day period whether the title is clear according to the Standards of Title of the Connecticut Bar Association, and conforms to the terms hereof. In the event that said title is clear as aforesaid as of said date, and from and after said date the title becomes encumbered or otherwise clouded such that the Seller is unable to convey clear title at closing as required hereunder, in addition to the Buyer's expenses for examination of title, the Seller shall reimburse the Buyer an amount equal to any expenses actually incurred by the Buyer on account of legal fees, surveying and engineering expenses, inspection expenses, and any bank charges and fees. Upon receipt of such payments by the Buyer, this Agreement shall terminate and become null and void and the parties hereto shall be released and discharged of all further claims and obligations, each to the other, hereunder. Nothing shall constitute an encumbrance, lien or exception to title for the purposes of this Agreement if the Standards of Title of the Connecticut Bar Association recommends that no corrective or curative action is necessary in circumstances substantially similar to those presented by such encumbrances, liens, or exception to title.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Birmingham Utilities Inc)
Title. During the Inspection Period, Buyer shall have the rightPurchaser may, at its expense, to obtain a pro forma endorsement any time prior to the Company’s existing title insurance policy expiration of ten (10) days after receipt of the “last of the Title Policy”) for Commitment, the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the rightCommitment Documents and Survey, on or before but no later than the expiration of the Inspection Period (the "Title Review Period"), to notify Sellers object in writing of to any objections Buyer may have to title to the Property as shown in liens, encumbrances, and other matters reflected by the Title Policy, Title Endorsement Commitment or the Survey of the PropertySurvey. All such matters to which Purchaser so objects shall be "Non-Permitted Encumbrances". If Buyer fails no such objection is delivered by Purchaser to give any Seller during the Title Review Period with respect to a matter reflected on the Title Commitment or Survey, such objections on or prior matters as to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property which no objection was delivered shall be deemed to "Permitted Encumbrances". Seller may, but shall not be permitted title exceptions (hereinafter collectively referred to as the “obligated to, at its cost, cure or otherwise remove all Non-Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured Encumbrances within ten (10) days and at a cost after Seller’s receipt of Purchaser’s written objections (such ten (10) day period being referred to herein as the "Cure Period"); provided, however, Seller shall not be required to exceed $50,000.00attempt to cure any of such objections or to incur any expenses in connection therewith. If Seller does not cause or commit in writing to cause all of the Non-Permitted Encumbrances to be removed or cured within the Cure Period, then Purchaser may either (a) terminate this Agreement by delivering written notice to Seller on or prior to the last day of the Inspection Period, or (iib) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) failing to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), Agreement by written notice delivered to Seller on or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject prior to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part day of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election DeadlineInspection Period, then Buyer Purchaser shall be deemed to have waived all of Purchaser’s uncured objections and to have elected to terminate this Contract, purchase the Property subject to the Non-Permitted Encumbrances and all rights and obligations hereunder such Non-Permitted Encumbrances shall immediately terminate thereafter be Permitted Encumbrances. It shall be a condition to Purchaser's obligation to close that the Title Company shall issue an Owner's Policy of Title Insurance (other than obligations expressly set forth Texas Form T-1 (Rev. 2/1/2010)) (the "Owner's Policy") to Purchaser in this Contract which specifically survive such termination). As to title defects arising after the effective date amount of the Title Endorsement Purchase Price, insuring that Purchaser has good and survey defects arising after indefeasible fee simple title to the date Property, subject only to the Permitted Encumbrances and showing that all requirements applicable to Seller have been satisfied. The cost of the Survey, Buyer basic premium for the Owner's Policy shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused paid by the act or failure to act of Sellers, in which event Sellers are obligated to cure same Seller and the same costs for any endorsements to the Owner's Policy shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodpaid by Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Realty Capital - Retail Centers of America, Inc.)
Title. During the Inspection PeriodUpon execution of this Agreement, Buyer Seller shall have the right, at its expense, to obtain order a pro forma endorsement to the Company’s existing commitment for title insurance policy (the “Title Policy”) for the Property (the “Title EndorsementCommitment”) issued by Fidelity National Title Insurance Company Company, and all documents referred to in the Title Commitment. Seller has delivered to Buyer its existing survey. Buyer may, at its cost and expense, promptly cause updates to be made to such survey (“Title CompanySurvey”). On or before fifteen (15) calendar days following the Effective Date, the Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers either approve in writing of any objections Buyer may have to title to the Property as shown exceptions contained in the Title Policy, Title Endorsement Commitment and said survey or the Survey of the Propertyspecify in writing any exceptions to which Buyer objects. If Buyer fails objects to give any such objections on or prior to the expiration of the Inspection Periodexceptions, all matters affecting title to and the Survey of the Property Seller shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have within five (5) calendar days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none receipt of Buyer’s title and survey 's objections; provided, however, if deliver to Buyer written notice that either (i) such objection can be cured within ten (10) days and at a cost not Seller has removed, or will remove prior to exceed $50,000.00the Closing, the exceptions to which Buyer has objected, or (ii) Seller is unwilling or unable to eliminate such exceptions provided Seller shall in all events be obligated, at its cost and expense, to remove all liens, including all mortgage, deed of trust, and/or mechanics’ liens, whether or not Buyer makes objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing thereto (collectively, the “Removable LiensRequired Cure Items”). Sellers’s failure on or before the Sellers Election Deadline If Seller notifies Buyer that Seller will remove exceptions to notify which Buyer of which objections it elects to cure has objected, then such removal shall be deemed a condition precedent to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens's obligations under this Agreement. If Sellers elect Seller fails to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before is unwilling or unable to remove such exceptions by the Sellers Election DeadlineClosing Date, and Buyer shall have seven Buyer, within three (73) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within said five (5) business days after becoming aware of such defectday period, but no later than may elect to terminate this Agreement and receive back the Closing Date, entire Deposit and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of SellersAdditional Deposit, in which event Sellers are obligated Buyer and Seller shall have no further obligations under this Agreement; or, alternatively, within said three (3) business day period, Buyer may elect to cure same purchase the Property subject to such exceptions. Seller, at Seller's expense, may but shall not be required to remove any exception to which Buyer objects; provided Seller shall, at its cost and expense, remove all Required Cure Items. If, following the same expiration of the Approval Date, such title report is amended and shows additional exceptions which reflect a material change in the condition of title to the Property (as determined by Buyer in its sole but good faith discretion), Buyer may terminate this Agreement, in which event, the Deposit and Additional Deposit shall be deemed immediately payable to Buyer and Seller shall pay all escrow fees. Seller shall convey to Buyer (or to such other person or entity as may be specified in Buyer's escrow instructions) marketable fee title, free and clear of deeds of trust and liens affecting the Property and subject only to those exceptions approved by Buyer in accordance with this Agreement. It is a “Removable Lien”condition to Buyer's obligations under this Agreement that, at the Closing, Buyer's title to the Property is insured by an ALTA extended owner's policy of title insurance with such endorsements as Buyer shall reasonably require issued by Title Company in an amount equal to the Purchase Price, free and clear of deeds of trust and liens affecting the Property (including all Required Cure Items) and subject only to those exceptions approved in writing by Buyer (the "Title Policy"), and the Closing Date . Additional endorsements which are not necessary for an ALTA extended owner’s policy shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodpaid for by Buyer.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Hines Global Reit Ii, Inc.)
Title. During Within ten (10) days after the Inspection PeriodEffective Date, Buyer shall Seller will deliver to Purchaser electronic copies of any Property related items it may have the rightin its files which may include environmental, at its expensereports, to obtain a pro forma endorsement to the Company’s existing title insurance policy, site plans, surveys, building plans, tax bills for 2016, 2017 and 2018, utility bills-reports, zoning information, Licenses, permits, certificate of occupancy, building inspections/engineering reports, documentation of any major repairs or improvements in the last two years, roof and or other warranties. Seller shall also order from Escrow Agent a commitment (the “Title Commitment”) for an owner’s title policy (the “Title Policy”) for the Property to be issued by Chicago Title Insurance Company (the “Title EndorsementCompany”) issued by Fidelity National Title Insurance Company in the amount of the Purchase Price. Should Purchaser elect to obtain an updated survey of the Property (“Title CompanySurvey”), Purchaser will obtain the Survey at its expense. Buyer So long as Purchaser has received the Title Commitment within ten (10) days after the Effective Date hereof, Purchaser shall have until the right, on or before the expiration twentieth (20th) day of the Inspection PeriodPeriod (which is defined in Paragraph 7), or extended for any days receipt of the Title Commitment is delayed past the 10-day period described above, to notify Sellers examine title and any survey of the Property. Purchaser will advise Seller, in writing writing, of any defects or objections Buyer may have to affecting the title to the Property as shown in the Title Policy, Title Endorsement or the Survey of use thereof by Purchaser disclosed by such title and/or survey review no later than the Property. If Buyer fails to give any such objections on or prior to the expiration twentieth (20th) day of the Inspection PeriodPeriod or as extended above. Such matters as are disclosed by Purchaser's title and/or survey review and not objected to by Purchaser in a timely manner, and all matters affecting title to and exceptions disclosed in the Survey documents identified in the first paragraph of the Property shall be deemed to be permitted title exceptions (hereinafter collectively this Section 4, are herein referred to as the "Permitted Exceptions". In addition, if Purchaser elects not to order a new Survey, the term “Permitted Exceptions”” shall include any matter that would have been revealed by an ALTA survey. If the Inspection Period terminates without Purchaser providing written notice of termination to Seller, the Xxxxxxx Money shall become non-refundable and shall be applied toward the Purchase Price at Closing, but if the Closing fails to occur in a timely fashion as required hereunder due to Purchaser’s breach of this Agreement, the Xxxxxxx Money shall be promptly paid over to Seller by the Escrow Agent after the last day for Closing has passed unless Purchaser notifies Escrow Agent and Seller in writing of a breach by the Seller of this Agreement (such notice shall expressly state the grounds for declaring Seller in breach). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers Seller shall have five (5) days after the effective date receipt of such written notice from Purchaser setting forth any defects or objections from Purchaser’s review of title or any survey of the Property (the “Sellers Election DeadlineTitle Objections”) to elect advise Purchaser in writing which of such Title Objections Seller does not intend to cure some, all satisfy or none of Buyer’s title and survey objectionscure; provided, however, if either Seller hereby agrees that Seller shall satisfy or cure any such defects or objections consisting of taxes, mortgages, mechanic's or materialmen's liens or other such monetary encumbrances (i) such objection can be cured within ten (10) days and the “Monetary Encumbrances”), which Seller may elect to satisfy at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same Closing out of the sales proceeds of the purchase of Property. In the Membership Interests by Buyer at Closing event Seller fails to give such written advice to Purchaser within such five (collectively5) day period, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer Seller shall be deemed to have elected not to cure any Title Objections that are not Monetary Encumbrances. If Seller shall advise Purchaser in writing that Seller does not intend to satisfy or cure any Title Objections which are not Monetary Encumbrances, or if Seller is deemed to have elected not to cure such Title Objections, Purchaser may elect either (a) to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As Agreement by written notice to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of SellersSeller, in which event Sellers the Xxxxxxx Money shall be immediately refunded to Purchaser, and this Agreement shall be of no further force or effect, and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder except for the Inspection Indemnity, or (b) to accept title subject to such specific Title Objections which are obligated not Monetary Encumbrances as though they are Permitted Exceptions. Seller shall have until Closing to satisfy or cure all such Title Objections which Seller expressly agreed to satisfy or cure as provided above. In the event Seller fails or refuses to cure same and any Title Objections which are required herein to be satisfied or cured by Seller prior to the same Closing, then, at the option of Purchaser, (i) Purchaser may terminate this Agreement by written notice to Seller, in which event the Xxxxxxx Money shall be deemed immediately refunded to be a “Removable Lien”), Purchaser; Seller shall reimburse up to $25,000 of Purchaser’s actual 3rd party expenses incurred in its review of the Property; and the Closing Date this Agreement shall be extended of no further force and effect and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder except for the Inspection Indemnity, or (ii) Purchaser may accept title to the extent necessary, not Property subject to exceed thirty (30) days, to provide said additional time periodsuch uncured Title Objections as though they are Permitted Exceptions.
Appears in 1 contract
Samples: Lease Agreement (Dixie Group Inc)
Title. During Buyer has previously received a preliminary title report for the Inspection PeriodProperty, Buyer shall have the righttogether with all documents evidencing exceptions to title referred to therein issued by Xxxxxxx Title of California, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy Inc. (the “"Title Policy”Company") for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to preliminary title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to report and the Survey of the Property underlying documents thereto shall be deemed to be permitted title exceptions (hereinafter collectively referred to herein as the “Permitted Exceptions”"Title Report"). If Buyer does give notice of objections on or prior to the expiration of the Inspection PeriodSeller, then Sellers at Seller's sole cost, shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed cause to be an election by Sellers prepared and delivered to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less not later than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Agreement Date, and Sellers a current ALTA survey (the "Survey") of the Real Property in form reasonably required by Title Company in order to issue the ALTA Policy (as defined in Section 14 hereof). Buyer shall have a reasonable time, not to exceed until five (5) daysbusiness days after receipt of the Survey to either approve of the exceptions contained in the Title Report and the Survey and the other matters disclosed thereby, or to elect notify Seller in writing, specifying any exceptions or other matters to which Buyer objects ("Title Objection Notice"). Buyer's failure to timely deliver a Title Objection Notice shall be deemed to be Buyer's approval of the options set forth above upon the same conditions set forth above (unless such defect was caused matters shown in or disclosed by the act Title Report and the Survey. Seller shall have a period of three (3) business days after Seller's receipt of the Title Objection Notice (a) to remove or failure cure, or agree to act remove or cure prior to the Closing, some or all of Sellersthose exceptions or other matters to which Buyer has objected in the Title Objection Notice, and to inform Buyer of the same, or (b) to advise Buyer, in writing, that Seller will not agree to remove or cure some or all of those exceptions or other matters to which event Sellers are obligated Buyer has objected in the Title Objection Notice; the foregoing election by Seller being at Seller's sole option and discretion ("Title Response Notice"). If Seller fails to timely deliver to Buyer the Title Response Notice, it shall be conclusively deemed that Seller has elected not to remove or cure same any of those exceptions or other matters to which Buyer has objected as specified in the Title Objection Notice. If Seller advises Buyer in its Title Response Notice that it will not remove or cure or agree to remove or cure some or all of those exceptions or other matters to which Buyer has objected in the Title Objection Notice (or Seller is deemed to have so advised Buyer), then Buyer shall have until 5:00 p.m. (Pacific Time) on the date that is three (3) business days after the date upon which Buyer receives the Title Response Notice (or three (3) business days after the outside date for Seller to deliver the Title Response Notice if Seller does not timely deliver the same) to advise Seller, in writing, whether Buyer elects to waive such objections and proceed with the same acquisition of the Property or to terminate this Agreement. Failure by Seller to remove or cure those specified exceptions or other matters which Seller has expressly agreed to remove or cure in the Title Response Notice within the specified period shall be deemed to be a “Removable Lien”)failure of this condition, in which event the Agreement shall terminate, and the Closing Date Deposits shall be extended returned to Buyer, and the extent necessaryparties shall have no further obligations hereunder except for Buyer's Surviving Obligations, not unless Buyer withdraws its objections in writing. Notwithstanding the foregoing, on or prior to exceed thirty Closing Seller shall remove or cause to be removed those certain monetary liens or encumbrances affecting the Property which Seller has created, caused (30e.g., judgment liens against Seller) days, or expressly permitted to provide said additional time periodexist other than current taxes and assessments.
Appears in 1 contract
Title. During Seller shall convey to Buyer or Buyer’s designee by special warranty deed (the Inspection Period“Deed”), and Buyer shall accept the fee simple title to the Real Property in accordance with the terms of this Agreement, and Buyer’s obligation to accept said title shall be conditioned upon Buyer then being conveyed good and clear record and marketable fee simple title to the Real Property, subject only to the Permitted Exceptions (as hereinafter defined). As promptly as possible after the date of this Agreement, Buyer shall have the rightobtain from LandAmerica Commercial Services, at its expenseInc., to obtain a pro forma endorsement to the Company’s existing title insurance policy 100 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Rxxxxx X. Xxxxx, Esq., Telecopier No.: (000) 000-0000 (the “Title PolicyCompany”) a Commitment for the Property Title Insurance for an ALTA Owner’s Title Insurance Policy with such endorsements as Buyer shall reasonably require and legible copies of all instruments and plans mentioned therein as exceptions to title (all of such items are hereinafter collectively referred to as the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title CompanyCommitment”). Buyer The Commitment shall have be in the right, on or before the expiration amount of the Inspection PeriodPurchase Price (as defined in Section 2.01 hereof). Should such Commitment contain any title exceptions which are not acceptable to Buyer, to notify Sellers in writing of any objections its sole discretion, Buyer may have to title to the Property as shown in the Title Policyshall, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection PeriodPeriod (as hereinafter defined), all matters affecting notify Seller if any such exceptions are unacceptable. If any supplement or amendment to the Commitment is issued prior to Closing and it shows any additional exceptions to title which have not been approved in writing by Buyer and, in Buyer’s sole discretion, adversely affect title to and the Survey Real Property, the Buyer shall have ten (10) days from the date of such supplement or amendment to the Commitment (the “Extended Title Review Period”) within which to give to the Seller further written notice of disapproval of such additional exceptions to title. If Buyer fails to so notify Seller of any unacceptable exceptions as described above, the exceptions set forth in Schedule B of the Property Commitment shall be deemed to be permitted title exceptions (hereinafter collectively referred to accepted by Buyer and included as the “Permitted Exceptions”). If any exceptions are unacceptable to Buyer does give and Buyer timely notifies Seller in writing of such fact as above provided, Seller, in Seller’s sole discretion, shall have thirty (30) days from the date Seller receives notice of objections on such unacceptable exceptions to remove or prior cure such exceptions, except with respect to the expiration of Monetary Liens (as hereinafter defined), which Seller shall remove or cure at Closing with the Inspection Periodproceeds from the Purchase Price. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any unacceptable exceptions, then Sellers shall have which Seller may so do in its sole discretion, unless Seller, within five (5) days after receipt of notice from Buyer, shall notify Buyer in writing that Seller will attempt to cure such unacceptable exceptions. If Seller fails or refuses to cure said unacceptable exceptions within the effective time period above provided, Buyer may (a) terminate this Agreement within thirty (30) days from the date of such objections Seller’s refusal or failure and the Deposit (the “Sellers Election Deadline”as defined in Section 2.03(b) hereof) shall be returned to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (iib) such objection is if Buyer fails to a monetary lien or encumbrance which can be cured by the payment of moneyso terminate, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, waived such exceptions and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to accept title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellerssubject thereto, in which event Sellers are obligated to cure same and the same there shall be no reduction in the Purchase Price. Notwithstanding anything to the contrary contained herein, Buyer is deemed to have rejected, without any need for further notice, all liens of mortgages or deeds of trust, mechanics’ liens, attachments, judgments, liens to secure the payment of income taxes of Seller or Seller’s constituents, delinquent property tax and assessment liens against the Property and any other liens against the Property, except the Existing Deed of Trust, that can be removed by the payment of a sum (collectively, “Removable LienMonetary Liens”), and Seller agrees, at its cost, to cause all such Monetary Liens to be released or removed on or prior to the Closing Date Date. To the extent reasonably achievable, the parties shall cooperate such that at Closing, Buyer’s lender shall acquire Seller’s existing construction loan on the Property (the “Existing Deed of Trust”) from Wachovia Bank, and Buyer shall immediately refinance the Existing Deed of Trust through Buyer’s lender. The parties shall execute such reciprocal indemnifications as shall be extended reasonable, so that each party shall indemnify the other as to the extent necessary, not Existing Deed of Trust for matters arising during periods before Closing (as to exceed thirty which Buyer shall be indemnified) and after Closing (30) days, as to provide said additional time periodwhich Seller shall be indemnified).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
Title. During Seller has provided Buyer with a copy of Seller’s current title policy for each of the Inspection PeriodPremises (singly and collectively, the “Existing Title Policy”). Buyer shall have the right, may at its option, and at Buyer’s sole cost and expense: (i) promptly apply for and pursue completion of an update of any Existing Title Policy, or (ii) apply for a new title commitment for any of the Premises (singly and collectively, the “Commitment”) including true, correct and complete legible copies of all items and documents referred to obtain a pro forma endorsement therein, each Commitment evidencing the title company’s agreement to issue to the CompanyBuyer at Closing, an owner’s existing policy or policies of title insurance on ALTA Form B-2006 in an amount equal to the portion of the Purchase Price allocated to each Premises in accordance with Schedule 3(a)(iii) hereof; insuring the good and clear marketable indefeasible fee title, both of record and in fact, of the Buyer to each of the Premises, subject only to the respective Permitted Exceptions; which policy or policies shall each provide extended coverage over any unrecorded mechanics liens arising prior to the Closing Date, insure the “gap” between Closing and the recording of the respective Deed, delete as an exception to such policy the survey exception and contain such endorsements as Buyer may require in its reasonable discretion (singly and collectively, the “Title Policy”). Seller will cooperate, to a reasonable extent, with Buyer’s efforts to obtain its desired title endorsement, at no cost or expense to Seller. Buyer shall, on or before 5:00 p.m. (EDT) for on the Property last day of the Due Diligence Period notify Seller in writing specifying Buyer’s objections (the “Title EndorsementObjections”) issued by Fidelity National Title Insurance Company ), if any, to the state of title as reflected in the Commitment (“Buyer’s Title CompanyNotice”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown All matters contained in the Commitment, which are not listed as Title PolicyObjections in Buyer’s Title Notice, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred accepted by Buyer and considered to as the “be Permitted Exceptions”). If Buyer does give notice of objections on or prior Exceptions with respect to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) Premises in question in addition to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”)those Permitted Exceptions specified in Section 1. Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodhereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Education Realty Trust, Inc.)
Title. During the Inspection Period, Buyer Purchaser shall have the right, at its expense, to obtain procure a pro forma endorsement to the Company’s existing title insurance policy commitment in the amount of the Purchase Price covering the Property issued by the Title Company (the “Title PolicyCommitment”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”)and furnish a copy thereof to Seller. Buyer Purchaser shall have the right, on or before until the expiration of the Inspection Period, Period to notify Sellers in writing of object to any objections Buyer may have to title to the Property as matters shown in on the Title Policy, Commitment or Survey by written notice to Seller (“Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted ExceptionsObjection Notice”). If Buyer does give notice of objections on or prior Purchaser may also object to the expiration of the Inspection Period, then Sellers shall have any new matters thereafter revealed by a title update by subsequent Title Objection Notice(s) to Seller. Within five (5) business days after the effective date receipt of such objections (the “Sellers Election Deadline”) to elect to cure somea Purchaser’s Title Objection Notice, all or none of Buyer’s title and survey objections; provided, however, if Seller shall either (i) such objection can be cured within ten (10) days and at a cost deliver written notice to Purchaser of any title or Survey objections which Seller elects not to exceed $50,000.00cure, or (ii) cure or satisfy such objection is objections (or commence to a monetary lien cure or encumbrance which can satisfy such objections as long as Seller reasonably believes such objections may be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer or satisfied at Closing least two (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (72) business days after prior to Closing). In the Sellers Election Deadline event that Seller does not deliver written notice to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract Purchaser of any title or Survey objections which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall Seller elects not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven such five (75) business days after the Sellers Election Deadlineday period, then Buyer Seller shall be deemed to have elected to terminate this Contract, and not cure all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination)objections. As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within Within five (5) business days after becoming aware receipt of Seller’s written notification that Seller elects not to cure a title or Survey objection, Purchaser may terminate this Agreement and receive a full refund of the Xxxxxxx Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such defecttitle or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (2) business days before the scheduled date of Closing, but no later than the Closing Date, and Sellers Purchaser shall have a reasonable time, not the right to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellersterminate this Agreement, in which event Sellers are obligated case the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights, obligations or duties under this Agreement. If Seller does cure same and or satisfy the same objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser shall elect to waive, or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to title at Closing. Seller covenants and agrees not to alter or encumber in any way Seller’s title to the Property after the date hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall cause any deed of trust, mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Property to be a “Removable Lien”)released at or before Closing provided that, any such obligations actually satisfied and released by application of Purchaser’s funds at the Closing Date will be deemed to have been cured by Seller at least two (2) business days prior to Closing and shall not be extended a justification for Purchaser to the extent necessary, not to exceed thirty (30) days, to provide said additional time period.terminate this Agreement. -8-
Appears in 1 contract
Samples: Agreement (GLADSTONE LAND Corp)
Title. During Purchaser has provided objections in writing to certain liens, encumbrances and other matters reflected by the Inspection PeriodTitle Commitment and Survey. All such matters to which Purchaser so objects shall be "Non-Permitted Encumbrances"; all matters reflected by the Survey and Title Commitment not included in such objection notice, Buyer except as otherwise provided below, shall have be "Permitted Encumbrances". Any and all liens, claims and encumbrances on or affecting the rightInterests shall be deemed Non-Permitted Encumbrances. If at any time prior to Closing, Purchaser receives notice of additional liens, encumbrances or other matter not reflected in the initial Title Commitment or Survey or otherwise becomes aware of such matters, then, in such event, Purchaser may submit a revised list adding additional Non-Permitted Encumbrances. Seller may, but shall not be obligated to, at its sole cost and expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on cure or before the expiration remove of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to record all Non-Permitted Encumbrances and give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give Purchaser written notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have thereof within five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objectionshereof; provided, however, if that Seller, at its sole cost and expense, shall be obligated to cure and remove of record by Closing (a) all mortgages, deeds of trust, judgment liens, mechanic's and materialmen's liens, and other monetary liens against the Property (other than (i) liens for taxes and assessments which are not delinquent, and (ii) the mortgage and other loan documents annexed hereto and made a part hereof as Exhibit "C" (collectively, the "First Loan Documents")) which either secure indebtedness or can be removed by payment of a liquidated sum of money, whether or not Purchaser objects thereto, and (b) all liens, claims and encumbrances on or affecting the Interests. If Seller does not timely cause all of the Non-Permitted Encumbrances to be cured or removed of record and timely written notice thereof to be given to Purchaser, then, in such event, Purchaser may either (i) such objection can be cured within ten (10) days and at a cost not terminate this Agreement by providing written notice of termination to exceed $50,000.00Seller, whereupon this Agreement shall terminate as provided in accordance with Section 13(b), or (ii) such objection is to a monetary lien or encumbrance which can be cured by purchase the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate Non-Permitted Encumbrances (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation liens that Seller is obligated to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such terminationor remove of record). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are the Non-Permitted Encumbrances (other than liens that Seller is obligated to cure same and or remove of record) subject to which Purchaser elects to purchase the same Property shall thereafter be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodPermitted Encumbrances.
Appears in 1 contract
Title. During the Inspection Period, Buyer shall have the rightBuyer, at its sole expense, within three (3) business days of the Effective Date, shall order an updated title insurance commitment, along with underlying documents to include any easement or declarations/CAM affecting the Property, for an Owner’s Title Insurance Policy (collectively, the “Title Commitment”). Closing will be conditioned on the agreement of the Title Company to issue an Owner’s Title Insurance Policy, dated as of the Closing Date, in an amount equal to the Purchase Price, insuring that Buyer will own insurable fee simple title to the Property subject only to: the Title Company’s standard exceptions; current real property taxes and assessments; survey exceptions; the rights of parties in possession pursuant to the Lease; and the Permitted Title Exceptions, as defined herein. Buyer shall, at its sole expense, order and obtain an updated survey of the Property (should it desire to obtain an extend coverage owner’s policy). Buyer hereby acknowledges that if Buyer desires to remove the survey exception from the Title Commitment, it shall be Buyer’s responsibility to obtain such updated survey; provided, however, that Seller shall sign a pro forma endorsement “no change” or equivalent affidavit (qualified to Seller’s knowledge) for the benefit of the Title Company with respect to the Company’s existing survey of the real property. Buyer shall be allowed until the expiration of the Review Period for examination and the making of any title insurance policy objections thereto (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title CompanyObjections”). Buyer shall have the right, on or before the expiration of the Inspection Period, said Title Objections to notify Sellers be made in writing or deemed waived (such written notice of any objections Buyer may have to title to the Property as shown in the Buyer’s Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed Objections to be permitted title exceptions (hereinafter collectively referred to as the “Permitted ExceptionsNotice of Objections”). If Buyer does give notice of objections on Except as set forth below, any title exception disclosed by the Title Commitment or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title survey and survey objections; provided, however, if either (i) not listed in such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment Notice of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure Objections shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liensa “Permitted Title Exception” under this Agreement. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it Seller shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall then have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware receipt of such defectTitle Objections to make such arrangements or take such steps to satisfy Buyer’s objection(s) (“Title Cure Period”). If (i) Seller is either unable or unwilling to remove or correct such objection(s) within the Title Cure Period, but no later than the Closing Date, and Sellers shall have a reasonable time, or does not timely respond to exceed five Buyer’s Disapproval Notice (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same silence shall be deemed to be a “Removable Lien”)Seller’s election to not remove or correct any such objections) and (ii) Buyer does not waive, in writing, its disapproval, then this Agreement shall terminate, the Xxxxxxx Money (less any escrow cancellation charges) shall be returned to Buyer, and the Closing Date parties shall have no further obligations to each other except for such provisions that specifically survive the termination of this Agreement. If Buyer waives such disapproval in writing, then such previously disapproved title exception(s) shall become Permitted Title Exception(s) hereunder. Any mortgage, security deed, lien, lis pendens, judgment, or other claim in a liquidated amount which constitutes an exception to the title to the Property shall not in any event be a Permitted Title Exception hereunder, but such claim shall be extended paid or satisfied out of the sums payable by Buyer at Closing, and the proceeds of sale payable to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodSeller shall be reduced accordingly.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)
Title. During the Inspection Period, Buyer A. Purchaser agrees to promptly order a commitment for title insurance from Madison Title Agency LLC as an authorized agent on behalf of Escrow Agent. Purchaser shall have until the right, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration end of the Inspection Period, Due Diligence Period to notify Sellers Seller in writing of any objections Buyer it may have to said title to the Property as shown in the Title Policycommitment, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property otherwise Purchaser shall be deemed to have waived any objections it may have to Seller's title to the Premises set forth in such title commitment and shall be permitted required to close on its acquisition of the Premises without offset or abatement. Purchaser agrees to take title exceptions if insurable by Escrow Agent at standard premiums and subject only to the Permitted Exceptions (hereinafter collectively referred to as the “Permitted Exceptions”hereafter defined). If Buyer does give notice Purchaser shall timely notify Seller of objections on a defect in Seller's title, then Seller shall have the option of either terminating this Contract of Sale (in which event the Downpayment with interest thereon shall be returned to Purchaser and the parties shall have no other liability to each other) or prior to attempt to cure such defect(s). Seller shall be entitled, at its option, to extensions of the Closing Date (hereafter defined) for up to sixty (60) days in the aggregate to attempt to cure such defect(s), but in no event beyond the expiration of Purchaser’s mortgage commitment or rate lock. If Seller shall have elected to attempt to cure such defects and should Seller not cure such defect(s) regardless of the Inspection Periodreason, then Sellers Purchaser shall have five the option (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured exercisable within ten (10) days and at a cost not of Seller's notification thereof to exceed $50,000.00Purchaser), or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the close on its purchase of the Membership Interests by Buyer at Closing (collectively, Premises in accordance with the “Removable Liens”). Sellers’s failure on terms hereof with no abatement or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liensoffset. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it Purchaser shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall not have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly timely exercised its option set forth in the preceding sentence, then this Contract which specifically survive such termination)of Sale shall terminate, or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, Downpayment together with interest thereon shall be added returned to Purchaser and be made the parties shall have no other liability to each other. Purchaser shall have three (3) days following its receipt of a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven continuation report (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth but in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no event later than the Closing Date, and Sellers shall have a reasonable time, ) to notify Seller of any new title defects raised thereby which did not to exceed five (5) days, to elect exist of record at the options set forth above upon time of the same conditions set forth above (unless such defect was caused by issuance of the act or failure to act of Sellers, in which event Sellers are obligated to cure same initial title commitment and the same provisions above of this Paragraph shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodapply in respect of such new title defects.
Appears in 1 contract
Samples: Contract of Sale (BRT Realty Trust)
Title. During Within three (3) days of the Inspection PeriodEffective Date, Buyer shall have the rightBuyer, at its Buyer's expense, to obtain shall cause a pro forma endorsement to the Company’s existing local title insurance policy company (the “Title Policy”"TITLE COMPANY") for to issue and deliver to Buyer a title commitment ("TITLE Commitment") in the Property (amount of the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”)Purchase Price. Buyer shall have until 5:00 p.m. Eastern Standard Time on the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within day which is ten (10) days from Effective Date (the "TITLE CONTINGENCY DATE") to review and at a cost not approve (a) the Title Commitment and all supplements thereto delivered to exceed $50,000.00Buyer prior to the Title Contingency Date, or and all exceptions to title referred to therein, (iib) such objection is all additional matters, if any, affecting title to a monetary lien or encumbrance the Property disclosed by Seller to Buyer in writing, and (c) all matters which can would be cured disclosed by the payment of money, Sellers agree to cure same out an ALTA survey of the proceeds of Property prepared in accordance with the purchase of the Membership Interests by 2005 Minimum Detail Requirements for ALTA/ACSM Land Title Surveys (or, if Buyer at Closing obtains an ALTA survey, as disclosed in such survey) ("ALTA/ACSM REQUIREMENTS") (collectively, the “Removable Liens”"TITLE AND SURVEY MATTERS"). Sellers’s failure Unless Buyer gives written notice to the Escrow Agent and Seller ("TITLE APPROVAL NOTICE") that it disapproves of (or subject to the provisions of the immediately following sentence) any of the Title and Survey Matters on or before the Sellers Election Deadline to notify Title Contingency Date, Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than have approved all of the title Title and survey objections Survey Matters. In the event Buyer desires to approve some, but not all, of the Title and Survey Matters, Buyer shall list all Title and Survey Matters so disapproved (subject to Sellers’ mandatory obligation to cure "DISAPPROVED EXCEPTIONS") in the Removable Liens), it shall so notify Buyer Title Approval Notice delivered on or before the Sellers Election DeadlineTitle Contingency Date; all Title and Survey Matters not so disapproved in such Title Approval Notice shall automatically be deemed approved by Buyer. Notwithstanding the foregoing, all deeds of trust, judgments, mechanics and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate other monetary liens in each case caused by Seller (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (Bnon-delinquent real property taxes and assessments) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added removed by Seller at the Closing Date regardless of whether Buyer objects to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Lienssame. If Buyer disapproves of one or more of the Title and Survey Matters, Seller shall have a five (5) day period after its receipt of Buyer's Title Approval Notice within which to notify Buyer in writing (which writing shall describe the response selected) of its intention to remove prior to the Closing Date the Disapproved Exceptions (Seller having the right but not the obligation to do so). If for any reason, within such five (5) day period, Seller does not so respond within seven (7) business days after the Sellers Election Deadlineprovide Buyer with such notice, then Buyer Seller shall be deemed to have elected to not remove (or obtain such endorsements for) such Disapproved Exceptions. If Seller does not agree, or is deemed not to have agreed, to so remove any Disapproved Exceptions, then Buyer shall have the right either to waive such Disapproved Exceptions or to terminate this Contract by delivery of written notice to Seller and Escrow Agent within three (3) days after the expiration of such five (5) day period ("WAIVER NOTICE"). Buyer's failure to deliver to Seller and Escrow Agent the Waiver Notice within such three (3) day period shall be conclusively deemed Buyer's election waive such Disapproved Exceptions and proceed to closing. In the event this Contract terminates in accordance with this Section, the obligations of Seller to sell, and Buyer to buy, the Property as provided herein, and each of the parties' obligations under this Contract, and all rights and except for those obligations hereunder which are specifically stated to survive such a termination, shall terminate. Seller and Buyer shall have no further obligation in connection herewith. Upon termination of this Contract pursuant to this Section, Buyer shall pay all of Escrow Agent's and Title Company's cancellation fees, the Deposit shall be immediately terminate returned to Buyer, all due diligence materials provided by Seller shall be promptly delivered by Buyer to Seller, and Buyer shall promptly deliver to Seller all entitlement materials, applicants and agreements, all surveys, appraisals, investigative reports and other written materials developed by (or for the benefit of) Buyer (excluding marketing and economic feasibility studies and reports, internal correspondence and communications and other than obligations expressly confidential or proprietary information and materials) in connection with its due diligence review as set forth in this Contract which specifically survive such termination)Contract. As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options Notwithstanding anything set forth above upon herein to the same conditions contrary, the timeframes set forth above (unless such defect was caused by in this Section Shall not serve to extend the act Due Diligence Period or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodClosing.
Appears in 1 contract
Title. During the Inspection PeriodSubscribed and sworn to before me on this day of , Buyer shall have the right, 2017 at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) . Notary Public My Commission expires: Attachment 3: Non-Collusion Affidavit RFP for the Property (the “Title Endorsement”) issued Franchised Collection Services 11/28/17 Attachment 3 Non-Collusion Affidavit The following affidavit is submitted by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property proposer as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of this proposal: The undersigned deponent, of lawful age, being duly sworn, upon his oath deposes and says: that he has lawful authority to execute the Permitted Exceptions. The immediately preceding sentence shall within and foregoing proposal; that he has executed the same by subscribing his name hereto under oath for and on behalf of said proposer; that proposer has not relieve directly or indirectly entered into any agreement, express or implied, with any proposer or proposers, having for its object the Sellers controlling of their obligation the price or amount of such proposal or proposals, the limiting of the proposals or proposers, the parceling or framing out to cure any proposer or proposers or other persons of any part of the Removable Liens. If Buyer does agreement or any part of the subject matter of the proposal or proposals or of the profits thereof, and that he has not so respond within seven (7) business days and will not divulge the sealed proposal to any person whomsoever, except those having a partnership or other financial interest with him in said proposal or proposals, until after the Sellers Election Deadlinesaid sealed proposal or proposals are opened. Deponent further states that the proposer has not been a party to any collusion among proposers in restraint of freedom of competition; by agreement to make a proposal at a fixed price or to refrain from submitting a proposal; or with any state official or employee as to quantity, then Buyer shall be deemed quality, or price in the prospective agreement; or in any discussions between proposers and any City of Yuba City official concerning exchange of money or other things of value for special consideration in the letting of an agreement; that the proposer/Company has not paid, given or donated or agreed to have elected pay, give or donate to terminate this Contractany official, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date officer or employee of the Title Endorsement and survey defects arising after City of Yuba City directly or indirectly, in the date procuring of the Surveyaward of agreement pursuant to this proposal. I declare under penalty of perjury of the laws of the State of California that the foregoing is true and correct and that this Code of Conduct was executed on this day of , Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time period.2017 at . SIGNED BY:
Appears in 1 contract
Samples: www.yubacity.net
Title. During (A) Within thirty (30) days after the Inspection Perioddate of this Agreement, Buyer Optionor shall have the right, at its expense, provide to obtain Optionee a pro forma endorsement to the Company’s existing title commitment for an ALTA extended owner's title insurance policy (the “"Title Policy”) for Report"), together with full, complete and legible copies of all instruments of record referred to therein, as well as the Property ALTA survey referred to in Paragraph 5 above (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”"Survey"). Buyer Optionee may, at its option request such endorsements to the title insurance policy as Optionee may wish to obtain; provided, however, that Optionee shall pay all costs for such extended coverage and/or endorsements in excess of the cost of a standard coverage policy. Optionee shall have the right, on or before until the expiration of the Inspection Period, Examination Period under the Purchase Agreement between Optionor and Opus for the sale and purchase of the 10-acre Parcel to notify Sellers Optionor in writing of any objections Buyer may have to title which Optionee has to the Property as shown in Title Report or the Survey. If Optionee fails to give written notice of any objection to the Title Policy, Title Endorsement Report or the Survey of the Property. If Buyer fails to give any during such objections on or prior to the expiration of the Inspection Examination Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer Optionee shall be deemed to have elected to terminate this Contract, and approved all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of matters shown on the Title Endorsement Report and survey defects arising after the date of Survey. All matters shown on the Title Report and the Survey, Buyer except those to which Optionee timely objects, are hereinafter referred to as "Permitted Title Exceptions." Notwithstanding the foregoing, Optionor hereby discloses to Optionee that the Option Parcel is now, and will be at the Closing, subject to the exceptions to title set forth on Exhibit "B" attached hereto. Optionee hereby agrees that the exceptions to title set forth on Exhibit "B" and any cross access easements which have been agreed to by Optionor and Optionee shall be entitled "Permitted Title Exceptions," to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, which Optionee will not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed object. Within thirty (30) daysdays after Optionee has given notice of its intent to exercise the Option, Optionor shall provide Optionee with an updated Title Report. At the Closing, Optionor shall convey the Option Parcel to provide said additional time periodOptionee by a special warranty deed, subject only to the Permitted Title Exceptions.
Appears in 1 contract
Samples: Real Estate Option Agreement and Escrow Instructions (Jda Software Group Inc)
Title. During the Inspection Period, a. Buyer shall have the right, at its expense, to obtain a pro forma endorsement title to the Company’s existing title insurance policy (Property examined and shall, within 10 days after the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the rightexecution and delivery of this Agreement, on or before the expiration of the Inspection Period, to notify Sellers Seller in writing of any objections to restrictions, easements, encumbrances, or any other matters of record which will have an adverse effect on Buyer's intended use of the Property. Title shall be such that Buyer may have can obtain an owner's title insurance policy from a reputable title insurance company at standard premiums, without exception other than for restrictions, easements or encumbrances acceptable to Buyer. Seller agrees to cause or allow no changes to the title to the Property as shown in the subsequent to Buyer's title examination ("Title Policy, Title Endorsement or the Survey Changes") without Buyer's prior written consent. Upon receipt of the Property. If Buyer fails to give notice of any such objections, Seller shall remove such objections on or prior to the expiration of the Inspection Periodat Seller's expense, all matters affecting title to and the Survey of the Property Seller shall be deemed allowed a reasonable time in which to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objectionsdo so; provided, however, if either (i) such objection can objections cannot be cured removed within ten (10) days and at a cost not to exceed $50,000.0075 days, or (ii) the cost to correct such objection is to a monetary lien or encumbrance which can be cured by the payment objections would exceed $100,000, Seller may give Buyer written notice within 10 days after receipt of money, Sellers agree Buyer's objections that it elects not to cure same out of the proceeds of the purchase of the Membership Interests by them, and, unless Buyer at Closing then waives such objections, Buyer's Deposit (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure together with any interest thereon) shall be deemed returned to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon thereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly cease and terminate. In the event Buyer does not notify Seller in writing within 10 days after the execution and delivery of this Agreement of any objections to title of the Property or otherwise as set forth in this Contract which specifically survive such termination)paragraph, Buyer shall have no right to object to the title to the Property for the purpose of this paragraph 4.a except with respect to matters first arising after the date of Buyer's title examination or (B) matters specified in paragraph 8 as a condition to close the purchase and sale contemplated hereby Settlement. b. If any Title Changes shall occur, Seller shall be allowed a reasonable time after notice or discovery thereof in which case all of Buyer’s uncured title to cure them; provided, however, if such Title Changes were not caused or allowed by Seller, and survey such objections cannot be removed within 75 days or the cost to correct them will exceed $100,000.00, Seller may elect not to cure them and, subject unless Buyer waives its objection to Title Changes, the last sentence of this Section 6(B), Deposit (together with any other title matters, interest thereon) shall be added returned to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this ContractBuyer, and thereupon all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination)cease and terminate. As c. Nothing contained herein shall absolve the Seller from the obligation to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have pay at or before Settlement any due or accrued real estate taxes constituting a reasonable time, not to exceed five (5) days, to elect the options set forth above lien upon the same conditions set forth above (unless such defect was caused by Property or any other indebtedness constituting a valid and enforceable lien thereon recorded in the act or failure to act chain of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodtitle.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Dollar Tree Stores Inc)
Title. During the Inspection Period, Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s Developer has delivered existing title insurance policy reports and/or policies and current title commitments to Investor (the “"Title Policy”Commitment") from Commonwealth Title Insurance Company, Xxxxxxx Greisse, National Title Division, Dallas, Texas (the "Title Company") for the Property an ALTA Owner's Title Policy (1970 Form) (the “Title Endorsement”) issued "Owner's Policy"), with extended coverage, accompanied by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the righttrue, on or before the expiration correct and legible copies of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to all recorded instruments affecting title to the Property as shown Property, and committing to issue the Owner's Policy to the Company in the approximate amount of $102,912,491.00, (herein called the "Title Policy Amount"). Investor has reviewed the Title Commitment and notified Developer of exceptions appearing in the Title PolicyCommitment, Title Endorsement or if any aspect of the Survey of (as defined in Section 3.2 hereof), which are unacceptable to Investor (the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”"Title Objections"). If Buyer does give notice of objections on Developer shall use reasonable efforts to attempt to eliminate or prior to modify the expiration of the Inspection PeriodTitle Objections, then Sellers but shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory no obligation to cure the Removable Liensremove exceptions of a non-monetary nature. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so Developer will notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto Investor within five (5) business days after becoming aware of Developer's receipt of Investor's notice as to which, if any of the Title Objections will not be removed. In the event Developer is unable or unwilling to modify and/or eliminate any Title Objections to Investor's satisfaction and Developer and Investor have not entered into a written agreement in regard to the modification or elimination of such defectTitle Objections, but no later than the Closing Date, and Sellers Investor shall have a reasonable time, not be entitled to exceed five (5) days, terminate this Agreement or proceed to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of SellersClosing, in which event Sellers the Company will accept title to the Property subject to such unacceptable exceptions without offset or deduction from the Contribution Amount. In the event of such termination, the parties shall have no further right or obligation hereunder. All exceptions appearing in the Title Commitment (or any update) or the Survey which are not Title Objections (or as to which Investor relinquishes its objection) are herein referred to as the "Permitted Exceptions." Developer shall be obligated to cure same and the same shall be deemed eliminate at or prior to be a “Removable Lien”), and the Closing Date shall be extended all mortgage liens, absolute and/or collateral assignments and other similar monetary exceptions to the extent necessarytitle to the Property, not to exceed thirty (30) days, to provide said additional time periodwhich Developer may do by application of the Contribution Amount in accordance with Section 2.1.
Appears in 1 contract
Title. During Within the Inspection period ending fifteen (15) days after the Effective Date (the “Title Review Period”), Buyer shall have review and approve: (i) a current preliminary title report or title commitment (the right“Title Report”) for the issuance of a standard coverage owner’s policy of title insurance, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy with standard provisions and exceptions (the “Title Policy”) for issued by the Title Company, together with copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the “Title Documents”); and (ii) either the existing survey of the Real Property, or, if available to Buyer, a new survey (in either case, the “Survey”). The Title Report, Title Documents, and the existing Survey (if any), have been delivered to Buyer or shall be delivered to Buyer promptly on or following the Effective Date. If the Title Documents or the Survey reflect or disclose any defect, exception or other matter affecting the Property that is unacceptable to Buyer, Buyer shall provide written notice to Seller thereof (whether one or more, “Buyer’s Objections”) within the Title Review Period. In its sole discretion, upon written notice to Buyer (the “Title EndorsementReply Notice”) issued by Fidelity National Title Insurance Company given within two (“Title Company”). Buyer shall have the right, on or before the expiration 2) business days of receipt of the Inspection PeriodBuyer’s Objections, to notify Sellers in writing of any objections Buyer Seller may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of remove Buyer’s title and survey objections; providedObjections, howeverand, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it Seller elects to cure shall be deemed to be an election by Sellers to cure none of or remove any Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens)Objections, it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline be a condition precedent to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure acquire the Removable LiensProperty that Seller cures such Buyer’s Objections prior to Closing. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer Seller shall be deemed to have elected not to terminate this Contractcure or remove any Buyer’s Objection that Seller does not agree to remove in such Reply Notice (or if Seller fails to provide a Reply Notice within such 2 business day period), and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, case Buyer shall be entitled entitled, as Buyer’s sole and exclusive remedy, either to: (i) terminate this Agreement and obtain a refund of the Deposit from the Title Company and the Escrowed Equity from the Equity Escrow Holder by providing written notice of termination to object thereto Seller given within five two (52) business days of receipt of the Reply Notice (or if no Reply Notice is given, then two (2) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect last date the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time period.Reply
Appears in 1 contract
Samples: Agreement for Purchase and Sale (Landmark Apartment Trust of America, Inc.)
Title. During the Inspection Period, Buyer shall have the right, at its expense, to obtain a pro forma endorsement Title to the Company’s existing title insurance policy Equipment will be free and clear of all liens, leases, claims and encumbrances of any kind except for the Liens and the rights of the lessees ("Lessees") under the leases described on the Schedule (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”"Leases"). Buyer shall have Simultaneously with the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date receipt by Seller of such objections (the “Sellers Election Deadline”) to elect to cure somewire transfer, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten Seller shall deliver to Buyer a xxxx of sale for the Equipment (10) days the "Xxxx of Sale"), in the form annexed hereto as Exhibit A, transferring title thereto to Buyer free and at a cost not to exceed $50,000.00clear of all liens, or leases, claims and encumbrances of any kind other than the Liens and the rights of the Lessees under the Leases and (ii) Buyer and Seller will enter into an Assignment and Assumption Agreement (the "Assignment Agreement"), in the form annexed hereto as Exhibit B, pursuant to which all rights of Seller as lessor under the Leases will be assigned to Buyer, free and clear of all liens, claims and encumbrances other than the Liens and the rights of the Lessees under the Leases. Additionally, simultaneously with the receipt by Seller of such objection is wire transfer, Seller shall deliver to a monetary lien or encumbrance which can be cured Buyer (i) notices, in the form of Exhibits C-1 and C-2 hereto, addressed to the Lessees under the Funded Leases (as hereinafter defined) and signed by Seller (ii) notices, in the form of Exhibit D hereto, addressed to the Lessees under the Unfunded Leases (as hereinafter defined) and signed by the payment Seller and (iii) notices, in the form of moneyExhibit E hereto, Sellers addressed to the Lenders under the Funded Leases and signed by Seller. Additionally, simultaneously with the receipt by Seller of such wire transfer, (i) Buyer and Seller shall enter into a letter agreement, in the form of Exhibit F hereto, pursuant to which Buyer shall agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline lend possession to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time period.Seller of
Appears in 1 contract
Title. During Prior to, or at the Inspection Periodxxxx Xxxxxx delivers an executed copy of this Agreement to Buyer, Seller shall provide Buyer with a copy of its existing owner's title insurance policy. Buyer shall have the right, at its Buyer's sole cost and expense, to obtain a pro forma endorsement an ALTA Owner's Title Commitment, together with copies of all instruments referred to the Company’s existing title insurance policy (the “Title Policy”) for therein covering the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”"Commitment"). At Closing, the Seller shall provide the Title Company sufficient documentation to enable the Title Company to delete the preprinted gap, mechanics lien and party- in-possession exceptions in the Commitment and issue to Buyer an ALTA Form B title insurance policy issued pursuant to the Commitment insuring that Buyer has good, marketable insurable fee simple title ("Owner's Title Policy") to the Property at Closing, subject only to (i) taxes for the year of Closing and all subsequent years (prorated as provided in this Agreement); (ii) zoning restrictions and prohibitions imposed by governmental authority; (iii) those matters of title shown on Exhibit A, attached hereto and made a part hereof (the "Permitted Exceptions"), and (iv) the "Conservation Use Condition" as provided herein. Within thirty (30) days following the Effective Date, Buyer shall notify Seller of any title or survey defect with respect to the Property other than the Permitted Exceptions ("Review Date"). In the event Buyer shall timely and properly object to matters set forth in the Commitment or Survey (collectively the "Title Evidence"), Seller shall have the rightright but not the obligation to attempt to cure such matter objected to by Buyer on or before thirty (30) days following the Review Date ("Title Cure Date"); provided, however, Seller shall be required to (i) cause any lien or encumbrance encumbering the Property to be released of record on or before Closing; (ii) provide documentation in form reasonably required by the Title Company to delete the preprinted exceptions with regard to gap, party in possession, and mechanics' liens: (iii) cure any title matters created by or through Seller after the Effective Date of this Agreement; (iv) provide the Title Company with a corporate resolution, and shareholder action if required, authorizing the transaction contemplated by this Agreement and certificates of good standing issued by the Secretary of State of Florida; (v) provide the documents Seller agrees to provide pursuant to this Agreement; and (vi) pay all taxes and assessments for 2 tax years prior to the year of such Closing and to prorate any taxes and assessments for the year of such Closing, provided that any certified assessment liens shall be satisfied by Seller as of such Closing ("Agreed Cure Matters"). In the event that prior to the Title Cure Date Seller has not corrected such title defect or has not agreed in writing to cure such matter on or before the expiration Closing Date, then Buyer shall have, at Buyer's option, the right to terminate this Agreement on a date which is the later to occur of ten (10) "Business Days" (as hereinafter defined) after the Title Cure Date or ten (10) Business Days after Seller shall advise Buyer as to whether or not Seller will cure the title defects which were timely objected to by Buyer ("Title Response Date") whereupon this Agreement shall terminate and the parties shall be released of all further obligations each to the other under this Agreement, except for those obligations that survive termination. In the event Buyer does not elect such right of termination prior to the end of the Inspection PeriodTitle Response Date, then Buyer shall accept title to notify Sellers in writing the Property without diminution of any objections Buyer may have of the consideration payable under this Agreement and such matter(s) pertaining to title to the Property as of the Title Cure Date shall be deemed a Permitted Exception other than the Agreed Cure Matters. In the event Buyer does not object to matters set forth in the Title Evidence prior to the Review Date, then all such matters shown in the Title PolicyEvidence (other than the Agreed Cure Matters) shall be Permitted Exceptions. Notwithstanding the foregoing, Title Endorsement or the Survey of Seller shall provide the Property. If Buyer fails to give any such objections Agreed Cure Matters on or prior before Closing and in the event that the Seller shall fail to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure provide any Agreed Cure Matters on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same then Seller shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodin default under this Agreement.
Appears in 1 contract
Samples: Agreement for Purchase and Sale
Title. During the Inspection Period, Buyer A. Purchaser agrees to promptly order a commitment for title insurance from Madison Title Agency LLC as authorized agent for Escrow Agent. Purchaser shall have until the right, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration end of the Inspection Period, Due Diligence Period to notify Sellers Seller in writing of any objections Buyer it may have to said title to the Property as shown in the Title Policycommitment, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property otherwise Purchaser shall be deemed to have waived any objections it may have to Seller's title to the Premises set forth in such title commitment and shall be permitted required to close on its acquisition of the Premises without offset or abatement. Purchaser agrees to take title exceptions if insurable by Escrow Agent at standard premiums and subject only to the Permitted Exceptions (hereinafter collectively referred to as the “Permitted Exceptions”hereafter defined). If Buyer does give notice Purchaser shall timely notify Seller of objections on a defect in Seller's title, then Seller shall have the option of either terminating this Contract of Sale (in which event the Downpayment with interest thereon shall be returned to Purchaser and the parties shall have no other liability to each other) or prior to attempt to cure such defect(s). Seller shall be entitled, at its option, to extensions of the Closing Date (hereafter defined) for up to sixty (60) days in the aggregate to attempt to cure such defect(s), but in no event beyond the expiration of Purchaser’s mortgage commitment or rate lock. If Seller shall have elected to attempt to cure such defects and should Seller not cure such defect(s) regardless of the Inspection Periodreason, then Sellers Purchaser shall have five the option (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured exercisable within ten (10) days and at a cost not of Seller's notification thereof to exceed $50,000.00Purchaser), or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the close on its purchase of the Membership Interests by Buyer at Closing (collectively, Premises in accordance with the “Removable Liens”). Sellers’s failure on terms hereof with no abatement or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liensoffset. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it Purchaser shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall not have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly timely exercised its option set forth in the preceding sentence, then this Contract which specifically survive such termination)of Sale shall terminate, or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, Downpayment together with interest thereon shall be added returned to Purchaser and be made the parties shall have no other liability to each other. Purchaser shall have three (3) days following its receipt of a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven continuation report (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth but in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no event later than the Closing Date, and Sellers shall have a reasonable time, ) to notify Seller of any new title defects raised thereby which did not to exceed five (5) days, to elect exist of record at the options set forth above upon time of the same conditions set forth above (unless such defect was caused by issuance of the act or failure to act of Sellers, in which event Sellers are obligated to cure same initial title commitment and the same provisions above of this Paragraph shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodapply in respect of such new title defects.
Appears in 1 contract
Samples: Contract of Sale (BRT Realty Trust)
Title. During the Inspection Period, Seller has heretofore caused to be delivered to Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s existing preliminary title insurance policy report with copies of all exceptions issued by First American Title Insurance Company (the “Title PolicyCompany”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have Within seven (7) business days after the Sellers Election Deadline Effective Date of the Agreement, Buyer shall either unconditionally approve in writing the exceptions contained in the title report or specify in writing any exceptions to elect which Buyer reasonably objects. If Buyer timely objects to any exceptions Seller shall, within five ( 5 ) business days after receipt of Buyer’s objections, deliver to Buyer written notice that either (Ai) Seller will, at Seller’s expense, remove the exception(s) to which Buyer has objected on or before the Closing Date or (ii) Seller is unwilling or unable to eliminate said exception(s). If Seller fails to so notify Buyer, or Seller notifies that it is unwilling or unable to remove any such exception by the Closing Date, Buyer may elect by written notice to Seller within three (3) business days thereafter to terminate this ContractAgreement and receive back the entire Deposit, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title event Buyer and survey objections and, Seller shall have no further obligations under this Agreement; otherwise Buyer shall purchase the Property subject to the last sentence of this Section 6(B), any other title matters, such exception(s) and shall be added deemed to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Lienshave waived such objection. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadlinetimely notify Seller of any title exception objection as above described, then Buyer shall be deemed to have elected approved such exception. Notwithstanding anything to terminate this Contractthe contrary, and all rights and obligations hereunder if prior to Closing Buyer shall immediately terminate receive an updated title report which discloses any new liens, encumbrances or other matters not previously accepted (other than obligations expressly set forth survey exceptions which Buyer has approved pursuant to subparagraph 8.5 hereof and other than matters which Buyer’s physical inspection of the Property discloses) Buyer may, within three (3) business days following receipt thereof, notify Seller in writing of any new exceptions to which Buyer reasonably objects, and the process described above in this Contract which specifically survive Paragraph 5 shall apply thereto. Seller shall convey by grant deed to Buyer (or to such termination)other person or entity as Buyer may specify) marketable fee title subject only to the exceptions approved by Buyer in accordance with this Agreement. As to title defects arising after Title shall be insured by the effective date Title Company in the amount of the Purchase Price by an ALTA Extended Coverage Owner’s Policy of Title Endorsement Insurance (Form B, rev. 10/17/92), which shall provide full coverage against mechanics’ and survey defects arising after the date materialmen’s liens and shall contain such endorsements as Purchaser may reasonably require. Seller will be responsible for payment of the SurveyCLTA portion of the title policy and Buyer will be responsible for the ALTA extended coverage plus cost of all endorsements. Buyer’s inability to obtain an ALTA policy (rather than CLTA policy) or any endorsements (other than a mechanic’s lien endorsement) in a timely fashion, or at all, shall not be a condition to closing, and Seller shall have no obligation regarding a new or updated survey. At closing, Buyer shall provide Seller with an ALTA lender’s policy and Buyer shall pay the additional premium for same. Seller shall be entitled prohibited from creating or consenting to object thereto within five (5) business days after becoming aware any lien, lease or tenancy, encumbrance, easement, reservation, or similar document between the execution of such defectthe Agreement and the Close of Escrow, but no later than without obtaining the Closing Date, and Sellers prior written consent of Buyer which shall not be unreasonably withheld or delayed. Buyer shall have the right to review and approve or disapprove any encumbrance placed on the property after the execution of the Agreement (both during the due diligence period and after the due diligence period until closing). If Buyer disapproves any such encumbrance, Buyer will have the right to terminate the Agreement and receive a reasonable time, not to exceed five refund of the entire Deposit (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”plus interest accrued thereon), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time period.
Appears in 1 contract
Samples: Purchase Agreement (NNN Healthcare/Office REIT, Inc.)
Title. During As soon as reasonably practicable after the Inspection PeriodEffective Date, Buyer shall have the rightSeller, at its sole cost and expense, to shall obtain a pro forma endorsement to the Companycurrent commitment (“Title Commitment”) for a 2006 ALTA Owner’s existing title insurance policy Policy of Title Insurance (the “Title Policy”) for ), in the amount of the Purchase Price, covering the Land and the Improvements, from the Title Company, together with a copy of each recorded document referred to in Schedule B of the Title Commitment and as provided by the Title Company. Buyer acknowledges that the Title Commitment will show that the Property is subject to (a) the standard printed exceptions which will appear in the Title Policy (provided however Seller shall deliver such affidavits and indemnities customarily required by the Title Company to delete the general exceptions from the Buyer’s final Title Policy); (b) real estate taxes and special assessments which are not yet delinquent; (c) the Leases; and (d) existing, recorded easements and restrictions (collectively called the “Existing Encumbrances”). As soon as reasonably practicable after the Effective Date, Seller shall cause to be delivered to Buyer and the Title Company a currently dated survey prepared to the ALTA standards described on Exhibit C, attached hereto and made a part hereof (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title CompanySurvey”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after receiving the Sellers Election Deadline last of the Survey and the Title Commitment (including copies of all underlying documents), to elect raise, by written notice to Seller, any objections to the exceptions reported in the Title Commitment or matter shown on the Survey that Buyer may have. Other than Mandatory Cure Items (as hereinafter defined), all objections not so raised shall be deemed waived, and Buyer agrees to take title to the Property subject to all encumbrances, restrictions, conditions, reservations, easements, encroachments and other matters (if any) described by the Survey and in the Title Commitment and not so objected to or which are otherwise hereafter approved by Buyer (collectively called “Permitted Encumbrances”). If Buyer so raises any such objections, Seller shall have the right, but not the obligation, to cure the same on or before the Closing Date; provided, however, that Seller shall not have any obligation to take any action or to incur any cost or expense in connection with the cure of any thereof except any (i) financing liens caused by Seller or its agents, (ii) tax liens relating to the Property, (iii) liens resulting solely from acts of Seller or its agents occurring on or after the Effective Date or (iv) other liens or encumbrances which secure other monetary obligations which in the aggregate do not exceed One Hundred Thousand and 00/100 Dollars ($100,000.00) (collectively, “Mandatory Cure Items”). Seller hereby obligates itself to remove at its sole cost and expense and in a manner reasonably satisfactory to Buyer all Mandatory Cure Items. If Seller is unable or unwilling to remove any Mandatory Cure Items, Buyer may discharge the same at Closing and deduct the cost to do so from the Purchase Price and Seller shall cooperate with Buyer in doing so. Within five (5) business days after Seller’s receipt of written notice of any objections by Buyer, Seller shall notify Buyer in writing whether Seller intends to attempt to cure such objections (“Seller’s Title Cure Notice”). If Seller does cure such objections on or before the Closing Date, LEGAL02/38577646v9 Buyer shall purchase the Property in accordance with the provisions hereof. If Seller elects not to cure or fails to cure such objections that it has elected to cure on or before the Closing Date, Buyer may elect, by written notice to Seller delivered on or before the date that is five (5) business days after Buyer’s receipt of Seller’s Title Cure Notice, either (Ai) to purchase the Property notwithstanding such failure to cure, in accordance with the provisions hereof, and without any reduction in or abatement of the Purchase Price, subject to the matters objected to, and without any continuing obligation upon Seller to cure the same, or (ii) to terminate this ContractAgreement as a result of such failure to cure, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of event Buyer’s uncured title and survey objections and, subject to the last sentence Letter of this Section 6(B), any other title matters, Credit shall be added returned to Buyer and all Xxxxxxx Money shall be made a part paid to Buyer, with this Agreement being deemed null, void, and of the Permitted Exceptions. The immediately preceding sentence no further force or effect, and such event shall not relieve the Sellers of their obligation to cure the Removable Liensconstitute a default by Seller. If Buyer does not so respond within seven fails to elect either option (7i) business days after the Sellers Election Deadlineor (ii) above, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate option (other than obligations expressly set forth in this Contract which specifically survive such terminationi). As Notwithstanding anything herein to title defects arising after the contrary, the Leases and real estate taxes and special assessments that are not yet delinquent shall be deemed Permitted Encumbrances. Buyer shall also have the right to update the effective date of the Title Endorsement Commitment prior to Closing, and survey defects arising after object to any new title exceptions reflected in the date of the Surveyupdated title commitment, Buyer shall be entitled to object thereto within five three (53) business days after becoming aware of receiving such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodupdated title commitment.
Appears in 1 contract
Samples: Purchase and Sale Agreement (RREEF Property Trust, Inc.)
Title. During The Sellers shall convey and the Inspection Period, Buyer Purchaser shall accept title to the Properties subject to those matters set forth on Schedule 5 hereto (collectively the "Permitted Encumbrances"). The Sellers have delivered to the rightPurchaser, at its the Purchaser's expense, to obtain a pro forma endorsement commitments for owner's fee title insurance policies with respect to the Company’s existing title insurance policy Properties (collectively, the “"Title Policy”Commitment") for the Property (the “Title Endorsement”) issued by Fidelity National from First American Title Insurance Company (“the "Title Company”"). Buyer shall have the right, on together with true and complete copies of all instruments giving rise to any defects or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have exceptions to title to the Property as shown Properties. The Sellers have delivered to the Purchaser, at the Purchaser's expense, as-built surveys (collectively, the "Survey") of the Land and Buildings dated January 20, 29, and 30, 1998 and February 2, 1998, respectively, and prepared in accordance with the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys" jointly established and adopted by ALTA and ACSM in 1992. Unacceptable Encumbrances. If the Title Policy, Title Endorsement Commitment or the Survey indicate the existence of any liens or encumbrances (collectively, "Liens") or other defects or exceptions in or to title to the Properties other than the Permitted Encumbrances which result or have resulted in a reduction of the Propertyfair market value of the Properties in an amount in excess of $50,000 in the aggregate (collectively, the "Unacceptable Encumbrances") subject to which the Purchaser is unwilling to accept title and the Purchaser gives the Sellers notice of the same within ten (10) days after the date of this Agreement, the Sellers shall undertake to eliminate the same subject to Section 5.2. If Buyer fails The Purchaser hereby waives any right the Purchaser may have to give advance as objections to title or as grounds for the Purchaser's refusal to close this transaction any Unacceptable Encumbrance which the Purchaser does not notify the Sellers of within such objections on or prior ten (10) day period unless (i) such Unacceptable Encumbrance was first raised by the Title Company subsequent to the expiration date of the Inspection Period, all matters affecting title Title Commitment or the Purchaser shall otherwise first discover same or be advised of same subsequent to and the Survey date of the Property Title Commitment or the Survey, respectively, and (ii) the Purchaser shall be deemed to be permitted title exceptions (hereinafter collectively referred to as notify the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration Sellers of the Inspection Period, then Sellers shall have same within five (5) days after the effective date Purchaser first becomes aware of such objections Unacceptable Encumbrance. The Sellers, in their sole discretion, may adjourn the Closing one or more times for up to sixty (60) days in the “aggregate in order to eliminate any Unacceptable Encumbrances. Removal of Unacceptable Encumbrances. The Sellers Election Deadline”shall not be obligated to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate Unacceptable Encumbrances not waived by the Purchaser; except that the Sellers shall satisfy Unacceptable Encumbrances which are (i) mortgages and past due real estate taxes and assessments secured by or affecting the Properties, and (ii) judgments against the Sellers or other Liens secured by or affecting the Properties which judgments and other Liens can be satisfied by payment of liquidated amounts not to exceed $50,000 in the aggregate for all such judgments and other Liens. The Sellers may eliminate any such Unacceptable Encumbrance by the payment of amounts necessary to cause the removal thereof of record, by bonding over such Unacceptable Encumbrance in a manner reasonably satisfactory to the Purchaser. Options Upon Failure to Remove Unacceptable Liens. If the Sellers are unable or not otherwise obligated (pursuant to Section 5.2) to eliminate all Unacceptable Encumbrances not waived by the Purchaser, or to bond over in a manner reasonably satisfactory to the Purchaser any Unacceptable Encumbrances not waived by the Purchaser, and to convey title in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 5.1), the Purchaser shall elect to cure someon the Closing Date, all or none as its sole remedy for such inability of Buyer’s title and survey objections; providedthe Sellers, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00terminate this Agreement by notice given to the Sellers pursuant to Section 14.1, in which event the provisions of Section 14.1 shall apply, or (ii) to accept title subject to such objection is to a monetary lien Unacceptable Encumbrances and receive no credit against, or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectivelyreduction of, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodPurchase Price.
Appears in 1 contract
Samples: 73 Purchase and Sale Agreement (Dean Witter Realty Income Partnership Iii Lp)
Title. On or before two (2) business days after the Effective Date, Contributor shall deliver to the Company true, complete and correct copies of all deeds, title reports, title insurance policies and surveys for each Property. During the Inspection Period, Buyer shall have Period the right, at its expense, to obtain Company may order a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) commitment for the each Property (the “Title EndorsementCommitment”) issued by from Fidelity National Title Insurance Company (the “Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or Not later than five (5) business days prior to the expiration of the Inspection Period, the Company may object to Contributor in writing to any liens, encumbrances, and other matters reflected on the existing title policies, the Title Commitments or the surveys (“Notice of Objection”). All such matters which the Company objects to in the Notice of Objection shall be “Non-Permitted Exceptions”. If no Notice of Objection is given by Contributor, except as otherwise provided herein, all matters affecting reflected on the existing title to and policies, the Survey of Title Commitments, or the Property surveys shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”. If the Company receives notice of additional liens, encumbrances or other matters not reflected in the existing title policies, the initial Title Commitments or surveys or otherwise becomes aware of such matters subsequent to the time for making the Notice of Objection, the Company may notify Contributor of additional Non-Permitted Exceptions (“Notice of Additional Objection”). If Buyer does give Except for Contributor’s obligations to cure as described in Section 5.2, Contributor may, but shall not be obligated to, at its sole cost and expense, cure or remove all Non-Permitted Exceptions within three (3) business days after Contributor’s receipt of the Company’s Notice of Objection or Notice of Additional Objection (such three (3) business day period being referred to herein as the “Cure Period”). In the event Contributor will not cure some or all of the Non-Permitted Exceptions or if cure will take longer than the Cure Period, Contributor shall provide Company with notice of objections the same. In the event cure of a Non-Permitted Exception will take longer than the Cure Period, the Parties may agree to extend the Closing Date. If Contributor does not cause all of the Non-Permitted Exceptions to be removed or cured and provide written notice regarding the same within the Cure Period, then (a) the Company may terminate this Agreement and recover the Xxxxxxx Money from the Title Company by providing written notice of termination to Contributor on or prior to the second (2nd ) business day following the expiration of the Inspection Cure Period, then Sellers and neither the Company nor Contributor shall have five (5) days after any obligations under this Agreement except those that expressly survive the effective date termination of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00this Agreement, or (iib) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) failing to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), Agreement by written notice delivered to Contributor on or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject prior to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part second (2nd ) business day following the expiration of the Permitted Exceptions. The immediately preceding sentence shall not relieve Cure Period, the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer Company shall be deemed to have elected to terminate this Contract, and waived all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement Company’s uncured objections and survey defects arising after such Non-Permitted Exceptions shall thereafter be Permitted Exceptions. Notwithstanding the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellersforegoing, in which the event Sellers are obligated to cure same and the same shall be deemed to be Contributor receives a “Removable Lien”)Notice of Additional Objection, and the Closing Date shall be automatically extended to allow for Contributor’s Cure Period and the extent necessary, not to exceed thirty exercise by the Company of its termination option as described in clause (30a) days, to provide said additional time periodhereinabove.
Appears in 1 contract
Title. During Seller has provided the Inspection PeriodTitle Commitment to Buyer, and Buyer shall have the right, at its expense, deliver to obtain Seller a pro forma endorsement to the Company’s existing written notice of any title insurance policy objections (the “Title PolicyObjection Notice”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection PeriodJuly 12, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property2006. If Buyer fails to give any such objections on or deliver the Objection Notice prior to the expiration of the Inspection Periodsuch date, all matters affecting title to and the Survey of the Property then Buyer shall be deemed to be permitted title have accepted all matters shown as exceptions in the Title Commitment. Following receipt of an Objection Notice, Seller may remedy, or agree to remedy prior to Closing, all or any of the matters noted in the Objection Notice to the commercially reasonable satisfaction of Buyer by delivering a notice to that effect (hereinafter collectively referred to as the “Seller Response”) prior to the date five (5) days after Seller’s receipt of Buyer’s Objection Notice. Insurance over an objection by Title Insurer shall be deemed an acceptable remedy for purposes of this Agreement, subject to the commercially reasonable approval of Buyer. If Seller does not timely deliver a Seller Response indicating that it will cure or remedy all of the title objections set forth in the Objection Notice, or if Seller delivers a Seller Response indicating that it will not cure or remedy one or more specific title objections raised by Buyer in the Objection Notice, then Buyer, at its election, shall have the right (as its sole and exclusive remedy) either to: (a) accept title subject to the objections that Seller has not agreed to cure or remedy without reduction of the Purchase Price (and such matters shall be deemed Permitted Exceptions”); or (b) terminate this Agreement and receive an immediate return of the Deposit. If Buyer does give notice not notify Seller in writing of objections on or prior to the expiration its election within five (5) days after delivery of the Inspection PeriodSeller Response (or, then Sellers shall have if no Seller Response is delivered, within five (5) days after the effective date of such objections (last day the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”Seller Response was due as provided above). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected (a) above. Notwithstanding the foregoing to the contrary, Seller shall be required to pay at Closing any mortgages, deeds of trust and other monetary liens for a sum certain (including liens for delinquent taxes, mechanics’ liens and judgment liens, but excluding any liens arising by or through tenants or Buyer) affecting the Project and all indebtedness secured thereby, including but not limited to the loan secured by the liens in favor of Bank of America, N.A. referenced in the Title Commitment (collectively, the “Curable Liens”). If a lien arises prior to Closing by or through a tenant, and such lien is not cured by the tenant or Seller at or prior to Closing, Buyer, at its election, shall have the right (as its sole and exclusive remedy) either to: (a) accept title subject to the lien (and such lien shall be deemed a Permitted Exception, but Seller shall assign to Buyer any rights and remedies Seller may have against tenant with respect to such lien); or (b) terminate this Contract, Agreement and all rights and obligations hereunder shall immediately terminate (receive an immediate return of the Deposit. With respect to matters other than obligations expressly Curable Liens, if Seller delivers a Seller Response but subsequently fails (despite the exercise of commercially reasonable good faith efforts) to cure or remedy all of the title objections that it agreed to remedy in the Seller Response, then Buyer, at its election, shall have the right (as its sole and exclusive remedy) either to: (a) accept title subject to the objections that Seller has been unable to cure or remedy (and such matters shall be deemed Permitted Exceptions), or (b) terminate this Agreement and receive the immediate return of the Deposit. Buyer must notify Seller of this election prior to Closing, provided that this sentence shall not limit Buyer’s remedies as to any Post-Effective Date Encumbrance, as defined below, that is not permitted herein. Any matters set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date any update of the Title Endorsement Commitment or Survey, and survey defects arising first appearing after the date delivery of the SurveyObjection Notice, shall be subject to the express written approval of Buyer. Except for New Leases executed by Seller in accordance with the terms of Paragraph 11, and any encumbrance provided for under, or reasonably necessary in connection with, the Future Development Application, Seller shall not, after the Effective Date, cause or authorize any new easement or other encumbrance (a “Post-Effective Date Encumbrance”) to be placed on or granted with respect to the Project, other than those existing as of the Effective Date, without the prior written consent of Buyer, provided that Buyer shall be entitled not unreasonably withhold or delay consent to object thereto within five (5) business days after becoming aware any easement or other encumbrance that is reasonably necessary for the operation of such defect, but no later than the Closing Date, Project and Sellers shall have a reasonable time, does not to exceed five (5) days, to elect materially adversely affect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodProject.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Inland American Real Estate Trust, Inc.)
Title. During the Inspection PeriodWithin ten (10) days after notice of Xxxxx’s election to exercise this Option, Sellers shall furnish Buyer shall have the rightwith an Abstract of Title or a Registered Property Certificate certified to date including proper searches covering bankruptcy, at its expensestate and federal judgments, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”)liens and levied and pending special assessments. Buyer shall have the right, on or before the expiration ten (10) business days after receipt of the Inspection PeriodAbstract of Title or Registered Property Certificate either to have Xxxxx’s attorney examine the title and provide Sellers with written objections or, to at Buyer’s expense, make an application for a title insurance policy and notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Propertyapplication. If Buyer fails to give any such objections on or prior to the expiration shall have ten (10) business days after receipt of the Inspection Period, all matters affecting commitment for title insurance to and the Survey provide Sellers with a copy of the Property commitment and written objections. Buyer shall be deemed to be permitted have waived any title exceptions (hereinafter collectively referred to as objections not made within the “Permitted Exceptions”)applicable 10-day period set forth above. If Buyer does give notice of objections on or prior to the expiration of the Inspection Periodany objection is so made, then Sellers shall have five make title marketable within one hundred twenty (5120) days after the effective date from Sellers’ receipt of such objections (the “Sellers Election Deadline”) to elect to cure somewritten notice. Pending correction of title, all or none payments hereunder required shall be postponed pending correction of Buyer’s title, but upon correction of title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days after written notice to Buyer, the parties shall perform this Option according to its terms. If title is not corrected within one hundred twenty (120) days from the date of written objection, the Option shall be null and void, at Buyer’s sole option, neither party shall be liable for damages hereunder to the other and xxxxxxx money shall be refunded to Buyer, and Buyer and Sellers shall execute a cost cancellation. Alternatively, if title is not corrected within one hundred twenty (120) days from the date of written objection, Buyer may proceed to exceed $50,000.00, closing without waiver or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out merger of the proceeds objections to title and, without waiver of the purchase of the Membership Interests by Buyer at Closing (collectivelyany remedies, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objectionsmay seek damages, subject to Sellerscosts and attorneys’ mandatory obligation to cure the Removable Liensfees. If Sellers elect title to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall Property be found marketable or be so notify Buyer on or before the Sellers Election Deadlinemade within said time, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth default in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers agreements and continues to default for a period of their obligation to cure the Removable Liens. If Buyer does not so respond within seven ten (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (510) days, to elect the options set forth above upon the same conditions set forth above (unless then in that case, Sellers may terminate this Option and on such defect was caused by the act or failure to act of Sellerstermination, in which event Sellers are obligated to cure same and the same all payments made under this Option shall be deemed retained by Sellers as liquidated damages, time being of the essence. This provision shall not deprive either party of the right to be a “Removable Lien”)enforce the specific performance of this Option, provided this Option is not terminated and the Closing Date provided action to enforce such specific performance shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodcommenced within six months after such right of action shall arise.
Appears in 1 contract
Samples: Option to Purchase
Title. During At the Inspection PeriodClosing, Buyer Seller shall convey to Purchaser or its designee good and marketable fee simple title to the Property, subject only to the Permitted Encumbrances. It is mutually understood and agreed that no matter shall be construed to be an encumbrance or defect in title so long as such matter is not considered an encumbrance or defect under the Standards of Title of the Connecticut Bar Association as amended or ss. ss.47-33b through 47-33l of the Connecticut General Statutes, where applicable. Purchaser shall have a period of thirty (30) days from the right, at its expense, execution of this Agreement to obtain a pro forma endorsement to the Company’s existing commitment for title insurance policy (the “Title Policy”) for on the Property (the “"Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”Commitment"). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within Within ten (10) days thereafter, Purchaser's attorney shall notify Seller's attorney in writing of any exceptions to title which do not appear as Permitted Encumbrances on Schedule B. Seller shall proceed diligently and in good faith to cure any defects of title within sixty (60) days of receipt of such notice at Seller's sole cost and expense. Seller shall be required to undertake any necessary and reasonable measures and to bring any action or proceeding necessary and reasonable and to incur any reasonable expense necessary to render the title to the Property marketable at the Closing. If Seller is unable to cure such defect within said sixty (60) day period, Seller shall so advise Purchaser and Purchaser shall have the right to either: (i) accept such title as Seller can convey, upon the payment of the balance of the Purchase Price; or (ii) terminate this Agreement. In the event Purchaser terminates this Agreement pursuant to this paragraph 9, Seller shall return the Deposit and any interest accrued thereon to Purchaser together with a cost certified check or cashier's check to the order of Purchaser in payment of all reasonable expenses actually incurred by Purchaser (not to exceed $50,000.0080,000.00) for: (i) the due diligence investigation provided for in subparagraphs A, or B, D and E of paragraph 10 of this Agreement; and (ii) such objection is to a monetary lien or encumbrance which can be cured reasonable legal fees in connection with the transactions contemplated by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadlinethis Agreement, and Buyer Purchaser shall have seven (7) business days after the Sellers Election Deadline return to elect either (A) Seller any and all documents and plans delivered to terminate this ContractPurchaser by Seller, whereupon all rights and obligations liabilities of the parties hereunder shall immediately terminate (other than those be at an end, with the exception of the parties' indemnification obligations expressly set forth as provided in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence paragraph 10 of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted ExceptionsAgreement. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other No later than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware prior to the Closing, Purchaser shall cause an update of the Title Commitment to be prepared. As a condition of Closing, the updated Title Commitment shall reflect no change since the date of the original Title Commitment in the state or quality of title to the Property, except such defectchanges as have been requested by Purchaser, but no later than which shall thereafter be deemed a Permitted Encumbrance. If the updated Title Commitment should disclose that the Property is affected by an outstanding exception to title which is not a Permitted Encumbrance and is not disclosed in the original Title Commitment and is not accepted by Purchaser as an additional Permitted Encumbrance, Purchaser shall notify Seller in writing of the outstanding exception and Seller shall have sixty (60) days from the date that it receives notice from Purchaser of said exception to remove the objection to title or otherwise reasonably satisfy Purchaser with respect thereto and the Closing Datehereunder shall be adjourned until the date which is twenty (20) days following the earlier of the expiration of Seller's sixty (60) day cure period or the date that Seller satisfies Purchaser that the objection to title has been removed. If after any applicable adjournment Seller shall be unable to convey title to the Property in accordance with the provisions of this Agreement, and Sellers then Purchaser shall have the right to either: (i) accept such title as Seller can convey, upon the payment of the balance of the Purchase Price; or (ii) terminate this Agreement. In the event Purchaser terminates this Agreement pursuant to this paragraph 9, Seller shall return the Deposit and any interest accrued thereon to Purchaser together with a certified check or cashier's check to the order of Purchaser in payment of all reasonable time, expenses actually incurred by Purchaser (not to exceed five $80,000.00) for: (5i) daysthe due diligence investigation provided for in subparagraphs A, B, D and E of paragraph 10 of this Agreement; and (ii) reasonable legal fees in connection with the transactions contemplated by this Agreement, and Purchaser shall return to elect Seller any and all documents and plans delivered to Purchaser by Seller, whereupon all rights and liabilities of the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same parties hereunder shall be deemed to be a “Removable Lien”)at an end, and with the Closing Date exception of the parties' indemnification obligations as provided in paragraph 10 of this Agreement. Purchaser shall be extended to bear all costs of any title insurance insuring Purchaser's interest in the extent necessary, not to exceed thirty (30) days, to provide said additional time periodProperty.
Appears in 1 contract
Title. During A. No later than twenty (20) days after the Inspection PeriodEffective Date, Buyer Seller shall have the rightobtain, at its sole cost and expense, and deliver to obtain Purchaser a pro forma endorsement to the Companycurrent ALTA owner’s existing title commitment for title insurance policy (the “Title Policy”) for the Property (the “Title EndorsementCommitment”) issued by Fidelity National Title Insurance Company the Escrow Agent, together with true and complete copies of all exceptions contained therein. Purchaser shall order, at its cost and expense, an ALTA Survey (the “Title CompanySurvey”). Buyer Upon the receipt of the Title Commitment and Survey, Purchaser shall have the rightpromptly review all such information and shall, on or before no later than the expiration of the Inspection Review Period, to notify Sellers in writing furnish a copy of any objections Buyer may have to title to the Property as shown in the Title PolicyCommitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Endorsement or the Survey of the Property. If Buyer fails Commitment are acceptable to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions Purchaser (hereinafter collectively referred to as the “Permitted Exceptions”)) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases, zoning ordinance, and taxes which are a lien but not then due and payable shall all be Permitted Exceptions. If Buyer does give notice of objections on Seller determines that it is not able or prior is unwilling to cause all exceptions other than the expiration of Permitted Exceptions to be removed from the Inspection PeriodTitle Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then Sellers shall have within five (5) days after notice from Purchaser noting the effective date of such objections Permitted Exceptions and requirements, Seller shall give notice (the “Sellers Election DeadlineSeller’s Notice”) to elect Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to cure some, satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all or none of Buyer’s title exceptions other than Permitted Exceptions will be removed from the Title Commitment and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by that Seller will satisfy all requirements for the payment of money, Sellers agree to cure same out issuance of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure title policy on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable LiensClosing. If Sellers elect Purchaser does not give notice to cure less than all Seller of the title and survey objections Purchaser’s objection of such additional Permitted Exceptions or requirements within five (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (75) business days after the Sellers Election Deadline to elect either (A) to terminate this Contractreceipt by Purchaser of Seller’s Notice, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination)if any, or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer Purchaser shall be deemed to have elected agreed to terminate this Contracttake title subject to such additional Permitted Exceptions. If Purchaser objects in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, and all rights and obligations hereunder Purchaser shall immediately terminate (other than obligations expressly set forth in be deemed to have terminated this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellersparties agree otherwise in writing), in which event Sellers are obligated the Escrow Agent shall immediately forward the Deposit to cure same and the same shall be deemed to be a “Removable Lien”)Purchaser, and the Closing Date neither party shall be extended have any further liability or obligations to the extent necessaryother hereunder, not to exceed thirty (30) daysprovided, to provide said additional time periodhowever, the indemnity in subsection 3 A hereof shall survive such termination.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Title. During the Inspection Period, Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have Within five (5) days after the effective date of Opening of Escrow, Escrow Agent shall provide to Buyer with a Commitment for Title Insurance relating to the Property (which Commitment, together with an amendments thereto is referred to as the “Commitment”), disclosing all matters of record which relate to the title to the Property and Escrow Agent’s requirements for both closing the escrow created by this Agreement and issuing the policy of title insurance described in paragraph 6. Escrow Agent shall also cause legible copies of all instruments referred to in the Commitment to be furnished to Buyer. Buyer shall have the “Title Inspection Period” (as hereafter defined) to object in writing to any matter shown in the Commitment. If Buyer fails to object to any matter set forth on the Commitment within such objections time period, the condition of title to the Property shall be deemed approved by Buyer. If Buyer does object in writing to any matter disclosed in the Commitment, Buyer shall specify the matter objected to with detail (the “Sellers Election DeadlineTitle Objection Notice”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ). Seller shall have ten (10) days after receipt of a Title Objection Notice to attempt to remove the matter objected to by Buyer; it being understood that Seller is under no obligation to remove any matter objected to by Buyer. If Seller is unable or unwilling (it being understood and at agreed the Seller has no obligation to remove any matter objected to by Buyer) to remove the matter set forth in the Title Objection Notice, Buyer shall elect in writing within five (5) days after the expiration of such ten (10) day period, to either: (i) cancel this Agreement and the Escrow and receive a cost not to exceed $50,000.00, return of all Xxxxxxx Money paid; or (ii) close escrow without any reduction in the Purchase Price, canceling and waiving the Title Objection Notice and taking title subject to such objection matters. Failure to give notice to Seller of Buyer’s election shall constitute an election to cancel this Agreement and the Escrow. Notwithstanding anything to the contrary contained herein, Seller shall be required to remove as exceptions to title at the Closing all Monetary Encumbrances (as hereinafter defined) affecting the Property. “Monetary Encumbrances” shall mean all mortgages, deeds of trust and liens to which Seller is a party or which Seller caused to secure or enforce the payment of money other than liens for taxes not yet due and owing. Seller shall not place, permit, or cause to be placed any liens or encumbrances on the title to the Property from the date of the Commitment through Closing or thereafter. If Seller places, permits, or causes a monetary lien or encumbrance on the Property, contrary to the provisions of this Agreement, which can be cured removed by the payment of money, Sellers agree Escrow Agent is hereby expressly authorized, directed, and instructed to cure same out of pay such monies in order to remove the proceeds of the purchase of the Membership Interests by Buyer lien or encumbrance at Closing (collectivelyfrom monies otherwise payable to Seller at Closing and the net proceeds otherwise available to Seller at Closing shall be reduced accordingly. To the extent that monies available to Seller at Closing are insufficient to cause any such lien or encumbrance to be removed, the “Removable Liens”). Sellers’s failure Seller shall, on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed date set for Closing, cause additional monies to be deposited with Escrow Agent to enable Escrow Agent to remove the lien or encumbrance. If at any time prior to the Closing, Escrow Agent shall issue an election by Sellers amended Commitment which discloses additional matters, the provisions set forth above in this paragraph 5(a) shall govern the review, objection and resolution obligations of the parties with respect to cure none of such additional matters (with Buyer’s objections, subject objection period shortened to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections three (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (73) business days after or the Sellers Election Deadline Closing Date whichever first occurs, Seller’s objection response period to elect either ten (A10) days or the Closing Date whichever first occurs and with any termination or deemed termination to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other occur no later than those obligations expressly set forth in this Contract which specifically survive such terminationthe Closing Date), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadlinefails to deliver any objection, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination)proceed to Closing. As Title to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer Property shall be entitled conveyed subject only to object thereto within five (5those liens, easements, rights of way and other encumbrances as may be approved or deemed approved by Buyer as provided in paragraph 5(a) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (55(b) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable LienPermitted Exceptions”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time period.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cornerstone Core Properties REIT, Inc.)
Title. During (a) A member or members of the Inspection Period, Buyer shall ABB Ltd Group have the right, at its expense, to obtain a pro forma endorsement directly or indirectly conveyed to the Company’s existing JC Group good title insurance policy to all of the shares of the ABB Ltd Transferred Companies, and all other Assets, heretofore conveyed, or intended or required to have been conveyed, directly to the JC by such Group pursuant to the Joint Venture Agreement (the “Title Policy”) for "Directly Conveyed Assets"), free from any Encumbrance (other than a Permitted Encumbrance). One or more of the Property ABB Ltd Transferred Companies (or one of the “Title Endorsement”) issued by Fidelity National Title Insurance CE Companies), heretofore directly or indirectly conveyed to the JC had, as of the Closing Date (or such other date on which any particular such ABB Ltd Transferred Company (“Title or CE Company”) was directly or indirectly conveyed to the JC Group), good title to all of the shares of ABB Ltd Transferred Companies, and all other Assets, heretofore conveyed, or intended or required to have been conveyed, directly or indirectly to the JC pursuant to the Joint Venture Agreement (other than the Directly Conveyed Assets), including without limitation all Assets (other than the ABB Ltd Post-Settlement Closing Assets) reflected in the ABB Ltd Business 1998 Accounts (and not disposed of by the ABB Ltd Group prior to the Closing Date in accordance with the Joint Venture Agreement), free from any Encumbrance (other than a Permitted Encumbrance). Buyer shall have At the right, on or before the expiration time of the Inspection Periodsale of the B/A Shares (as defined in the Joint Venture Agreement) to ALSTOM or members of the ALSTOM Group pursuant to Article 3.3 of the Joint Venture Agreement, the B/A Shareholders (as defined in the Joint Venture Agreement) had, and did convey to notify Sellers in writing the designated members of any objections Buyer may have to the ALSTOM Group, good title to the Property B/A Shares (as shown defined in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5Joint Venture Agreement) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodEncumbrances.
Appears in 1 contract
Samples: Settlement Agreement (Abb LTD)
Title. During Within ten (10) business days after the Inspection PeriodEffective Date, Buyer Purchaser shall have (i) order from the right, at its expense, to obtain Escrow Agent a pro forma endorsement to the Company’s existing commitment for title insurance policy (the “Title PolicyCommitment”) for accompanied by copies of all recorded documents relating to liens, encumbrances, plats, easements, rights of way, restrictions, covenants, ground leases and conditions affecting the Property, in such form as may be required by Purchaser, and (ii) order an ALTA/ACSM land title survey of the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title CompanySurvey”). Buyer shall have the right, on or before the expiration Within twenty (20) days after receipt of the Inspection PeriodCommitment, to copies of all special exceptions identified therein, and the Survey, Purchaser shall notify Sellers Seller in writing of (“Purchaser’s Objection Notice”) specifying any objections Buyer may have title matter, exceptions or survey matter to which it objects (any exceptions or title or survey matter to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property which Purchaser does not object shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give Within ten (10) business days after receipt of Purchaser’s Objection Notice, Seller shall provide Purchaser written notice (“Seller’s Cure Notice”) of which objections on or set forth in Purchaser’s Objection Notice that Seller will cure prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objectionsClosing; provided, however, if either that Seller shall not be required to expend any sum of money to cure any such objections. In the event Seller states in its Seller’s Cure Notice that Seller is unable or unwilling to eliminate or modify any objection raised in Purchaser’s Objection Notice, Purchaser may (i) such objection can terminate this Agreement by written notice to Seller whereupon the Purchase Deposit shall be cured within ten (10) days refunded to Purchaser and at a cost not to exceed $50,000.00no party shall have any further rights, claims or liabilities hereunder, except as expressly provided for by the terms of this Agreement, or (ii) accept such objection is to a monetary lien or encumbrance which title as Seller can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time perioddeliver.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (United Therapeutics Corp)
Title. During Within five (5) days after the Inspection PeriodEffective Date, Buyer shall have Seller agrees to order from the right, at its expense, to obtain Title Company a pro forma endorsement to the Company’s existing title insurance policy commitment (the “Title Policy”together with legible copies of all exception documents) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title CompanyCommitment”). The Title Commitment shall be for an ALTA standard owner’s policy in a form acceptable to Buyer and shall commit to insure a marketable fee simple title subject to the requirements and exceptions set forth therein in the Buyer upon the recording of the Deed in the amount of the Purchase Price. Buyer shall have the right, on or before until the expiration of the Inspection Period (and within five [5] business days of receipt of any updates to the Title Commitment, with regard to any new matters in such updates, if received after the end of the Inspection Period, ) to notify Sellers Seller in writing of any objections Buyer may have to title to the Property as shown in Title Commitment. Seller shall have no obligation to cure any title objections, other than existing mortgage liens granted by Seller, judgment liens or mechanic’s liens created by Seller, or delinquent tax liens. In the Title Policy, Title Endorsement or the Survey event Seller delivers written notice to Buyer stating that it will not cure all of the Property. If title objections (other than those Seller is obligated to remove), Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of receipt thereof to notify Seller in writing that Buyer either (a) waives such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00matters shall become Permitted Exceptions, or (iib) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this ContractContract and, whereupon all rights and obligations hereunder in such instance, shall immediately receive a full refund of the Deposit. If any title objections are not cured by Seller before Closing, Buyer may, at its option, terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) upon written notice to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”)Seller, and the Closing Date Deposit shall be extended returned to Buyer, or Buyer may waive the extent necessary, objections and proceed to Closing. Seller shall pay the cost of the initial Title Commitment (but not to exceed thirty (30) days, to provide said any additional time periodsearch fees requested by Buyer). Buyer shall pay the premium for the ALTA owner’s title insurance policy and for any survey obtained by Buyer.
Appears in 1 contract
Title. During the Inspection Period, Buyer A. Purchaser shall have the right, at its expense, to obtain a pro forma endorsement to the Companycurrent ALTA owner’s existing title commitment for title insurance policy (the “Title Policy”) for the Property (the “Title EndorsementCommitment”) issued by Fidelity National Title Insurance Company Escrow Agent, together with true and complete copies of all exceptions contained therein. Purchaser shall order, at its cost and expense, an ALTA Survey (the “Title CompanySurvey”). Buyer Upon the receipt of the Title Commitment and the Survey, Purchaser shall have the rightpromptly review such information. In all events, on or at least ten (10) days before the expiration of the Inspection Review Period, Purchaser shall furnish a copy thereof to notify Sellers in writing of any objections Buyer may have to Seller, together with a statement either that Purchaser approves title to the Property (including all Permitted Exceptions (as hereinafter defined) or that identifies exceptions shown in the Title Policy, Title Endorsement or the Survey of the PropertyCommitment that Purchaser requests Seller to remove (“Purchaser’s Notice”). If Buyer fails to Purchaser shall not timely give any such objections on or prior to the expiration of the Inspection PeriodPurchaser’s Notice, all matters affecting title to and the Survey of the Property Purchaser shall be deemed to have found the title to the Property to be permitted title unacceptable and to have elected to terminate this Agreement. If Purchaser’s Notice shall request Seller to remove any exceptions shown in the Title Commitment, then within five (hereinafter collectively referred 5) days after receipt of Purchaser’s Notice, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those exceptions, if any, so identified in Purchaser’s Notice that Seller is willing to undertake to satisfy; provided however that, if Seller shall not timely give Seller’s Notice, then Seller shall be deemed to have elected not to undertake any efforts to remove any such exceptions. If, in Seller’s Notice, Seller shall have elected to undertake any efforts to remove any such exceptions, Seller shall not have an obligation to remove the same and, by further notice to Purchaser, may discontinue such efforts at any time during the Review Period. Purchaser may terminate this Agreement if Seller provides such notice of discontinuance of efforts during the Review Period. If Purchaser does not terminate this Agreement, then such matter and any other matters deemed to be Permitted Exceptions as the “provided in Section 4 A hereinabove shall be considered Permitted Exceptions”). If Buyer does give notice of objections on Seller shall have elected in Seller’s Notice (or prior shall be deemed to the expiration of the Inspection Periodhave elected) not to undertake efforts to remove any exceptions identified in Purchaser’s Notice to be removed, then Sellers shall have Purchaser, by further notice to Seller within five (5) days after the effective due date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of BuyerSeller’s title and survey objections; provided, however, if Notice shall either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder Agreement or shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive accept such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the exceptions as Permitted Exceptions. The immediately preceding sentence shall not relieve In the Sellers absence of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadlineany such further notice by Purchaser, then Buyer Purchaser shall be deemed to have elected to terminate this Contract, Agreement and all rights and obligations hereunder the Deposit shall immediately terminate (other than obligations expressly set forth be returned to Purchaser by Escrow Agent. In the event that Chicago Title Insurance Company adds new exceptions to its Title Commitment for matters that are of record as of the Effective Date but were omitted by the title company in this Contract which specifically survive such termination). As to title defects arising the original Title Commitment after the effective date of above title process has been completed, the above title process will be initiated again to address any such new exceptions to the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodCommitment.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Title. During the Inspection PeriodAt Closing, Buyer Seller shall have the rightconvey, at its expensetransfer, grant and set over to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the rightPurchaser insurable, on or before the expiration of the Inspection Periodmarketable, to notify Sellers in writing of any objections Buyer may have to good, and indefeasible fee simple title to the Property as shown in Property, free and clear of all monetary liens, mortgages, leases (except for the Title Policy, Title Endorsement or the Survey existing leases for tenants of the Property. If Buyer fails to give any such objections ), and other monetary encumbrances whatsoever except only those encumbrances and exceptions set forth on Exhibit “B” attached hereto and incorporated herein by reference, and those encumbrances and exceptions approved in writing (or deemed approved hereunder) by Purchaser prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions Closing (hereinafter collectively referred to as the “Permitted Title Exceptions”). In all events, such title shall be insurable by a nationally reputable Title Insurance Company on its standard form of ALTA Form B owner’s policy at its standard rate with exception only to the Permitted Title Exceptions and with all standard exceptions being removed or deleted. If Buyer does give notice Purchaser’s examination of objections on or title discloses any defects in title, then Purchaser shall notify Seller, no later than fifteen (15) days prior to Closing, of such defects or objections (“Purchaser’s Objection Notice”), Seller, within five (5) days of receipt of Purchaser’s Objection Notice, shall notify Purchaser in writing (“Seller’s Cure Notice”) of any matters in Purchaser’s Objection Notice which Seller elects to cure; provided, however, that, anything to the expiration contrary herein notwithstanding, Seller shall not be required to cure any liens or encumbrances identified in Purchaser’s Objection Notice. In the event Seller informs Purchaser in Seller’s Cure Notice that Seller is unable to cure or unwilling to cure any objections raised in Purchaser’s Objection Notice (or in the event Seller does not timely provide Seller’s Cure Notice), Purchaser shall be entitled to, either (i) terminate this Agreement upon written notice to Seller delivered no later than two (2) business days prior to Closing, and receive the return of the Inspection PeriodDeposit, then Sellers shall have or (ii) to waive such objection and proceed to close the transaction contemplated by this Agreement, In the event Purchaser fails to make such election within five (5) days after the effective date latter of such objections (the “Sellers Election Deadline”x) to elect to cure some, all or none Purchaser’s receipt of BuyerSeller’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, Cure Notice or (iiy) such objection is to a monetary lien or encumbrance the date by which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). SellersSeller’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed Cure Notice was required to be an election by Sellers to cure none of Buyer’s objectionsdelivered, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer Purchaser shall be deemed to have elected selected (ii) above. Purchaser shall have the right to terminate this Contract, re-examine title to the Property up to and all rights including the Closing Date and obligations hereunder raise any additional objections not appearing of public record prior to Purchaser’s submission of Purchaser’s Objection Notice. If Seller shall immediately terminate (not correct or remove the defects or objections which Seller has agreed to cure by Closing or should Purchaser learn of any other than obligations expressly set forth in this Contract which specifically survive such termination). As defects or objections to Seller’s title defects arising after not permitted by the effective date of the Title Endorsement and survey defects arising terms hereof after the date of the Surveyinitial title examination by Purchaser, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellersthen Purchaser, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”)Purchaser’s sole discretion or judgment, and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time period.may:
Appears in 1 contract
Samples: Agreement of Purchase and Sale (T.A.G. Acquisitions Ltd.)
Title. During the Inspection Period, Buyer Borrower shall have delivered to Lender (and Lender shall ----- have approved) a commitment to issue an ALTA extended coverage lender's policy of title insurance insuring in favor of Lender, together with its successors and assigns, the rightfirst priority of the Lien of the Deed of Trust, at without exception for filed or unfiled mechanics' liens or claims or for matters that an accurate survey would disclose, subject only to such exceptions and conditions to title as Lender shall have approved in writing and such affirmative coverage as Lender deems reasonably necessary (the "Title Insurance Policy"). The Title Insurance Policy shall be in an amount ---------------------- not less than the original principal amount of the Note and be issued by the Title Insurer. The Title Insurance Policy shall contain such affirmative coverage as Lender deems reasonably necessary, including but not limited to an affirmative statement that the Title Insurance Policy insures Lender, together with its expensesuccessors and assigns, including but not limited to Lender, against all mechanics' and materialmen's liens arising from or out of construction of the Resort Improvements and, to obtain the extent available and commonly required by lenders in the State of Nevada, shall contain endorsements in form and content acceptable to Lender: (A) insuring against matters that would be disclosed on an accurate survey of the Land; (B) insuring that no building restriction or similar exception to title disclosed on the Title Insurance Policy has been violated and that any violation thereof would not create or result in any reversion, reverter, or forfeiture of title; (C) a pro forma zoning endorsement in the form typically issued in the State of Nevada; and (D) insuring over any environmental superlien or similar lien upon all or any portion of the Land. Such Title Insurance Policy shall provide that Borrower shall receive an endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have Policy on the right, on or before the expiration date of each Advance of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either Loan: (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after indicating that since the date of the Surveyimmediately preceding Advance, Buyer shall be entitled there has been no change in the state of title and no mechanics' or materialmen's lien, claim, or lien or similar notice has been filed against any of the Collateral; (ii) updating the Title Insurance Policy to object thereto within five (5) business days after becoming aware the date of such defect, but no later than Advance; and (iii) increasing the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect coverage of the options set forth above upon the same conditions set forth above (unless such defect was caused Title Insurance Policy by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended an amount equal to the extent necessary, amount of such Advance if the Title Insurance Policy does not to exceed thirty (30) days, to by its own terms provide said additional time periodfor such an increase.
Appears in 1 contract
Title. During the Inspection Period, Seller shall deliver to Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy commitment for an ALTA Owner's Policy of Title Insurance (the “Title Policy”) for the Property (the “Title Endorsement”ALTA owner-most recent edition) issued by Fidelity National Title Insurance Company a nationally recognized title insurance company acceptable to Buyer (“the "Title Company”"), insuring marketable title in the Property, subject only to such matters as Buyer may approve and containing the following endorsements: extended coverage (including over matters of survey and mechanic's lien coverage), zoning, and owner's comprehensive coverage (the "Title Commitment"). The Title Commitment shall show Seller as the present fee owner of the Property and show Buyer as the fee owner to be insured. The Title Commitment shall also include an itemization of all outstanding and pending special assessments and an itemization of taxes affecting the Property and the tax year to which they relate, shall state whether taxes are current and if not, show the amounts unpaid, the tax parcel identification numbers and whether the tax parcel includes property other than the Property to be purchased. All easements, restrictions, documents and other items affecting title shall be listed in Schedule "B" of the Title Commitment. Copies of all instruments creating such exceptions must be attached to the Title Commitment. Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions allowed Six (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (76) business days after receipt of the Sellers Election Deadline Title Commitment and copies of all underlying documents or until the end of the Due Diligence and Contingency Period, whichever is later, for examination and the making of any objections thereto, said objections to elect either be made in writing or deemed waived. If any objections are so made, the Seller shall be allowed thirty (A30) days to terminate cure such objections. If Seller shall decide to make no efforts to cure Buyer's objections within said thirty (30) day period, this Contract, whereupon all rights Agreement shall be null and void and of no further force and effect and the Xxxxxxx Money shall be returned in full to Buyer immediately and neither party shall have any further duties or obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptionshereunder. The immediately preceding sentence Buyer shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven also have Six (76) business days after to review and approve any easement, lien, hypothecation or other encumbrance placed of record affecting the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising Property after the date of the SurveyTitle Commitment. If necessary, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended by the number of days necessary for the Buyer to have Six (6) business days to review any such items. Such Six (6) business day review period shall commence on the extent necessarydate the Buyer is provided with a legible copy of the instrument creating such exception to title. The Seller agrees to inform the Buyer of any item executed by the Seller placed of record affecting the Property after the date of the Title Commitment. If any objections are so made, not to exceed the Seller shall be allowed thirty (30) daysdays to cure such objections. If Seller shall decide to make no efforts to cure Buyer's objections within said thirty (30) day period, this Agreement shall be null and void and of no further force and effect and the Xxxxxxx Money shall be returned in full to provide said additional time periodBuyer immediately and neither party shall have any further duties or obligations to the other hereunder.
Appears in 1 contract
Samples: Purchase Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)
Title. During (a) Purchaser shall, no later than ten (10) business days after the Inspection PeriodEffective Date, Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Companyorder an owner’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company commitment (“Title CompanyCommitment”). Buyer Purchaser shall have the right, on promptly furnish (or before the expiration cause its title company to furnish) to Seller a copy of the Inspection PeriodTitle Commitment, to and Purchaser shall identify any items listed in the Title Commitment that it deems objectionable (“Objections”). Seller shall, within fifteen (15) days of receipt of the list of Objections identified by Purchaser, notify Sellers Purchaser in writing of any objections Buyer may have the Objections which Seller agrees to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections satisfy on or prior to the expiration Closing, at Seller’s sole cost and expense, and of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on any Objections that Seller cannot or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objectionswill not satisfy; provided, however, if either (i) such objection that all Objections which can be cured with the payment of a liquidated sum of money (including, but not limited to, any mortgage(s) (unless Purchaser assumes said mortgage(s)), and any mechanic’s liens, judgments and unpaid taxes), shall be satisfied by Seller at Seller’s sole cost and expense. If Seller fails to notify Purchaser within the allowed fifteen (15) day period (the “Response Period”) whether or not Seller will satisfy the Objections or if Seller notifies Purchaser that it will not satisfy all of the Objections, then Purchaser shall be entitled to terminate this Agreement by delivering written notice thereof to Seller within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by following the payment of money, Sellers agree to cure same out expiration of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectivelyResponse Period, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline or, if Purchaser fails to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadlineterminate, then Buyer Purchaser shall be deemed to have elected waived the Objections which Seller did not expressly agree in writing to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodsatisfy.
Appears in 1 contract
Samples: Purchase Agreement
Title. During Closing will be conditioned on the Inspection Periodagreement of a title company selected by Seller to issue an Owner's policy of title insurance, Buyer shall have dated as of the rightclose of escrow, at its expense, to obtain a pro forma endorsement in an amount equal to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). purchase price, insuring that Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to will own insurable title to the Property as shown subject only to: the title company's standard exceptions; current real property taxes and assessments; survey exceptions; the rights of parties in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior possession pursuant to the expiration of the Inspection Period, lease defined in paragraph 11 below; all matters affecting title of public record; and other items disclosed to and Buyer during the Survey of the Property Review Period. Buyer Initial: /s/ SSK Purchase Agreement for Champps Americana Restaurant, Schaumburg IL Buyer shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have allowed five (5) days after receipt of said commitment for examination and the effective date making of any objections to marketability thereto, said objections to be made in writing or deemed waived. If any objections are so made, the Seller shall be allowed eighty (80) days to make such title marketable or in the alternative to obtain a commitment for insurable title insuring over Buyer's objections. If Seller shall decide to make no efforts to make title marketable, or is unable to make title marketable or obtain insurable title, (after execution by Buyer of such objections (documents reasonably requested by Seller to evidence the “Sellers Election Deadline”termination hereof) this Agreement shall be null and void and of no further force and effect. Seller has no obligation to elect spend any funds or make any effort to cure somesatisfy Buyer's objections, all or none if any. Pending satisfaction of Buyer’s title 's objections, the payments hereunder required shall be postponed, but upon satisfaction of Buyer's objections and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not after written notice of satisfaction of Buyer's objections to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectivelyBuyer, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline parties shall perform this Agreement according to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodits terms.
Appears in 1 contract
Samples: Purchase Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)
Title. During Within the Inspection Periodperiod set forth in this Section 3, Buyer shall have review and approve: (i) a current preliminary title report or title commitment (the right“Title Report”) for the issuance of a standard coverage owner’s policy of title insurance, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy with standard provisions and exceptions (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company Escrow Holder (sometimes referred to herein as the “Title Company”), together with copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the “Title Documents”); and (ii) an existing survey of the Real Property dated no later than June of 2006 (the “Survey”). Seller agrees that Buyer may obtain an update of the Survey at Buyer’s sole cost and expense, and Buyer may require the deletion of certain standard printed exceptions to and/or the obtaining of certain endorsements to, the Title Policy, at Buyer’s sole cost and expense. The Title Report, Title Documents, and Survey (if any), have been delivered to Buyer or shall have be delivered to Buyer within three (3) business days of the right, on Effective Date. If the Title Documents or before Survey (or any subsequent revisions or updates thereto prior to the expiration end of the Inspection Period) reflect or disclose any defect, to notify Sellers in writing of any objections Buyer may have to title to exception or other matter affecting the Property as shown in the Title Policythat is unacceptable to Buyer, Title Endorsement Buyer shall provide written notice to Seller thereof (whether one or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Periodmore, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election DeadlineBuyer’s Objections”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days following the date Buyer receives the Title Documents and at a cost not Survey (or the applicable revision or update thereto prior to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out end of the proceeds of the purchase of the Membership Interests by Inspection Period), if any. In its sole discretion, upon written notice to Buyer at Closing (collectively, the “Removable LiensReply Notice”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto given within five (5) business days of receipt of the Buyer’s Objections, Seller may elect to cure or remove Buyer’s Objections, and, if Seller elects to cure or remove any Buyer’s Objections, it shall be a condition precedent to Buyer’s obligation to acquire the Property that Seller cures such Buyer’s Objections prior to Closing. Seller shall be deemed to have elected not to cure or remove any Buyer’s Objection that Seller does not agree to remove in such Reply Notice, in which case Buyer shall be entitled, as Buyer’s sole and exclusive remedy, either to: (i) terminate this Agreement and obtain a refund of the Deposit by providing written notice of termination to Seller given within two (2) business days of receipt of the Reply Notice (or if no Reply Notice is given, then two (2) business days after becoming aware the last date the Reply Notice could have been given), and Buyer shall thereafter promptly return the Due Diligence Items (as hereinafter defined) to Seller; or (ii) waive those Buyer’s Objections that Seller has elected not to cure and proceed to close this transaction as otherwise contemplated herein. If Buyer fails to terminate this Agreement within such time period, all matters described in the Title Report and the Title Documents and shown on the Survey except for any Buyer’s Objections that Seller has agreed in writing to cure, shall be deemed “Permitted Exceptions”; provided that the foregoing shall not in any way restrict Buyer’s ability to attempt to otherwise have same cured or otherwise removed from the Title Policy. Cure of such Buyer’s Objection(s) may be accomplished, at the election of Buyer, by removal of the same from the Title Policy or by including an endorsement to the Title Policy insuring against loss by reason of the Buyer’s Objection(s). Notwithstanding anything to the contrary in this Agreement, Seller shall have no obligation to cure any of Buyer’s Objections. Notwithstanding any other provision hereof, notices under this Section 3 may be given by facsimile (with confirmation of receipt) or email. Notwithstanding the foregoing or anything herein to the contrary, if, following the end of the Inspection Period, any subsequent revision or update to the Survey or Title Report reflects or discloses any material defect, exception or other matter affecting the Property that: (i) was caused by Seller but no later than was not on the Closing DateSurvey or Title Report last issued prior to the end of the Inspection Period, and Sellers shall or (ii) was not approved or caused by Buyer (the “New Exceptions”), then Buyer will have a reasonable timean additional three (3) business days after receiving the revised Title Report and/or updated Survey in which to make written objections to any New Exceptions (whether one or more, not to exceed “Buyer’s New Objections ”). Seller will have five (5) daysbusiness days after receipt of Buyer’s New Objections in which to cure or remove Buyer’s New Objections (the “Cure Period”) to the reasonable satisfaction of Buyer. In the event that Seller is unwilling or unable to do so, Buyer will have the right to (i) terminate this Agreement by providing written notice of termination to Seller on the earlier to occur of one (1) business day after expiration of the Cure Period or Closing, and obtain a refund of the Deposit and Buyer shall thereafter promptly return the Due Diligence Items (as hereinafter defined) to Seller, or (ii) waive those Buyer’s New Objections that Seller has elected not to cure and proceed to close this transaction as otherwise contemplated herein. The Closing Date will be extended, if necessary, to elect accommodate the options set forth above upon additional objection and cure periods. Heritage Title Company of Austin, Inc. (“Heritage”) will conduct the same conditions set forth above (unless such defect was caused examination of title and issue the Title Report on Chicago Title Insurance Company. The parties agree to cause Escrow Holder to pay Heritage 50% of the gross premium for the Title Policy issued by the act or failure to act of SellersChicago Title Insurance Company at Closing, in which event Sellers are obligated to cure same including any and the same all endorsements. Nothing herein, however, shall be deemed to be make Heritage a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodthird party beneficiary of this Agreement.
Appears in 1 contract
Samples: Agreement for Purchase and Sale of Real Property and Escrow Instructions (NNN 2003 Value Fund LLC)
Title. During Seller shall deliver the Inspection Period, Buyer shall have the right, at its expense, Title Commitment together with all title exception documents reflected therein to obtain a pro forma endorsement Purchaser not later than fifteen (15) days prior to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”)Closing Date. Buyer shall have the right, on or before the expiration of the Inspection Period, If Purchaser objects to notify Sellers in writing of any objections Buyer may have exceptions to title to the Property as shown in the Title PolicyCommitment (other than Permitted Title Exceptions), Title Endorsement or the Survey of the Property. If Buyer fails to Purchaser shall give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give Seller written notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within no later than ten (10) days following its receipt of the Title Commitment. Any exceptions to title shown on the Title Commitment to which Purchaser does not so object shall be deemed approved by Purchaser and included in the definition of "Permitted Title Exceptions" for purposes of this Agreement. Purchaser agrees to accept title at a cost not closing subject to exceed $50,000.00all Permitted Title Exceptions. If the date down to the Title Commitment at closing discloses exceptions to title other than Permitted Title Exceptions and liens securing indebtedness which may be released for an amount less than the Purchase Price and which Seller shall have the right to pay and discharge on or before the Closing Date, Seller may, but shall be under no obligation to, have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure for the full amount of said policy against loss or damage that may be occasioned by such unpermitted exceptions. If Seller fails to have such exceptions removed or insured over, Purchaser, at its sole right and remedy on account thereof, shall elect to either (i) terminate this Agreement (in which event the Deposit together with interest thereon, if any, shall forthwith be returned to Purchaser and, except with respect to the Surviving Obligations, all obligations of the parties hereunder shall cease and this Agreement shall have no further force or effect), or (ii) accept title subject to such objection is unpermitted exceptions with the further right to deduct from the Purchase Price amounts secured by or constituting unpermitted liens or encumbrances of a monetary lien definite or encumbrance which can be cured by ascertainable amount (provided such unpermitted liens or encumbrances, exclusive of voluntary encumbrances such as mortgages, do not exceed in the payment aggregate, an amount of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing Five Hundred Thousand and no/100 Dollars (collectively, the “Removable Liens”$500,000.00). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer Purchaser does not so respond within seven elect, this Agreement shall automatically terminate without written further action of the parties (7) business days after in which event the Sellers Election DeadlineDeposit together with interest thereon, then Buyer if any, shall forthwith be deemed returned to have elected Purchaser and, except with respect to terminate this Contractthe Surviving Obligations, and all rights and obligations of the parties hereunder shall immediately terminate (other than obligations expressly set forth in cease and this Contract which specifically survive such terminationAgreement shall have no further force or effect). As A concurrent condition to title defects arising after the effective date obligation of Purchaser to close upon the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than transaction contemplated by this Agreement is that on the Closing Date, Seller shall, at Seller's sole cost and Sellers shall have a reasonable timeexpense, not cause the Title Insurer to exceed five (5) daysissue an owner's title insurance policy in the amount of the Purchase Price, pursuant to elect and in accordance with the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act Title Commitment, insuring fee simple title in Purchaser as of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended Date, subject only to the extent necessaryPermitted Title Exceptions and such other title exceptions as Purchaser may approve. ARTICLE VI POSSESSION, not to exceed thirty (30) days, to provide said additional time period.PRORATIONS AND CLOSING COSTS
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Inland Western Retail Real Estate Trust Inc)
Title. During At any time within thirty (30) days after the Inspection Periodlast to be received of the Title Commitment, Buyer Title Documents and the Purchaser Survey (or, if the Purchaser Survey is the only item outstanding, the date by which Purchaser was required to have obtained the Purchaser Survey, if sooner), Purchaser shall have the rightright to object in writing to any liens, at its expense, to obtain a pro forma endorsement to encumbrances or other title-related matters or defects reflected by the Company’s existing title insurance policy Title Commitment or Purchaser Survey (or matters that could have been shown on the “Title Policy”) for Purchaser Survey had it been completed by the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”time such objections were due). Buyer shall have the right, on or before the expiration of the Inspection Period, All title and survey matters to notify Sellers which Purchaser timely objects in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (are hereinafter collectively referred to as the “Non-Permitted Exceptions”). Encumbrances.” If Buyer does give notice Purchaser timely objects and Seller elects to attempt to cure the Non-Permitted Encumbrances, the Contingency Period shall be automatically extended until the earlier of objections on (i) ten (10) days after Seller notifies and provides confirming evidence to Purchaser that Seller has completed the cure or prior has been unable to complete the expiration of the Inspection Period, then Sellers shall have five cure or (5ii) sixty (60) days after the effective original expiration date of the Contingency Period. If no such objections notice of objection is given by Purchaser during PURCHASE & SALE AGREEMENT – 10.06 ACRES IN BAYTOWN, HARRIS COUNTY, TX (ORION MARINE CONSTRUCTION, INC. & PELICAN MARINE SERVICES, LLC) such time, then it shall be deemed that all matters reflected by the Purchaser Survey (or that could have been disclosed by a Purchaser Survey if timely completed) and Title Commitment are Permitted Encumbrances. “Permitted Encumbrances” are (i) all applicable laws and regulations of local, state and federal governmental units, agents and subdivisions of all kinds, (ii) rights of the third parties to certain submerged land as set forth in standard printed exception 4 of Schedule B in the standard Texas T-1 owner policy title commitment, including, but not limited to, any part of the Land that is submerged and may be subject to claim of ownership by the State of Texas or the Port of Houston (the “Sellers Election DeadlineSubmerged Land Exception”), (iii) liens for ad valorem taxes not yet due and payable, (iv) the Land being located in any regulated or recognized flood zone or floodway, (v) the Closing Access Agreement, (vi) the Leaseback Agreement, and (vii) all other matters shown in the Title Commitment or Purchaser Survey (and any matters that could have been shown by a survey if the Purchaser Survey is not timely obtained by Purchaser) that are not timely objected to elect by Purchaser or that are timely objected to by Purchaser but to which Purchaser’s objections are waived or deemed waived under the provisions of this Agreement. Seller may, but shall not be obligated, at its sole cost, to attempt to cure someor remove all Non-Permitted Encumbrances, all or none of Buyer’s title and survey objections; provided, howeverand, if either (i) such objection can be cured Seller elects to attempt to cure, Seller shall so notify Purchaser within ten (10) days of receiving Purchaser’s objection notice. Failure of Seller to timely give notice of its election to attempt to cure shall be deemed its election to refuse to attempt to cure. If Seller elects to attempt to cure, then Seller shall thereafter give Purchaser written notice of the completion or failure of such cure by the date that is ten (10) days prior to expiration of the extended Contingency Period (if Seller fails to give such notice to Purchaser ten (10) days prior to the end of the extended Contingency Period, then Seller shall be deemed to have notified Purchaser that it will not cure any such items except those herein below described as being Mandatory Cure Items). Seller at its sole cost shall, however, be obligated to cure or remove at or before Closing the following (“Mandatory Cure Items”): (A) all mortgages, deeds of trust, or other voluntary liens securing financial obligations that have been created, or knowingly assumed, by Seller or anyone acting on behalf of Seller and at a cost (B) mechanic’s or materialmen’s lien claims (“M&M Lien Claims”), whether or not Purchaser objects thereto during the period provided above for Purchaser making objections. If Seller does not timely cause all of the Non-Permitted Encumbrances to be removed or cured, and timely written notice thereof to be given to Purchaser, or if Seller elects or is deemed to have elected not to exceed $50,000.00attempt to cure any Non-Permitted Encumbrances, then Purchaser, as its sole and exclusive remedy, shall have the right either: (i) to terminate this Agreement in accordance with Section 11(c) hereof by delivering notice to Seller before the end of the Contingency Period, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of purchase the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, Real Property subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part Non-Permitted Encumbrances without reduction of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven Purchase Price (7) business days after the Sellers Election Deadline, then Buyer which election Purchaser shall be deemed to have elected made if it does not elect to timely terminate this Contract, and all rights and obligations hereunder shall immediately terminate under option (other than obligations expressly set forth in this Contract which specifically survive such terminationi) hereof). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated all such uncured Non-Permitted Encumbrances (other than Mandatory Cure Items) shall become Permitted Encumbrances for purposes hereof; provided, however, that Purchaser retains its right to cure same require removal of Mandatory Cure Items on or prior to Closing and the same shall be deemed hold Seller in default by reason of its failure to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time perioddo so.
Appears in 1 contract
Title. During the Inspection Period, Buyer shall have the rightPurchaser may order, at its sole cost and expense, to obtain an ALTA Survey (the “Survey”) and a pro forma endorsement to title commitment for the Company’s existing title insurance policy issuance of a 2006 ALTA Owners Policy of Title Insurance (the “Title PolicyCommitment”) for insuring the Property (Real Property, dated on or after the “Title Endorsement”) Effective Date, and issued by Fidelity National a title insurance company of Purchaser’s choosing. Upon the receipt of the Title Insurance Company (“Title Company”). Buyer Commitment and Survey, Purchaser shall have the rightpromptly review all such information and shall, on or before the expiration of the Inspection PeriodReview Period (the “Title Review Deadline”), furnish a copy thereof to notify Sellers in writing of any objections Buyer may have Seller, together with a statement as to title which exceptions shown therein are acceptable to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions Purchaser (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment, then within five business (5) days after notice from Purchaser noting the Permitted Exceptions (the “Seller Response Period”), Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions. Failure by Seller to give Seller’s Notice within the Seller Response Period shall be deemed an election by Seller that such other exceptions must be included as Permitted Exceptions. If Purchaser does not give notice to Seller of objections on or prior Purchaser’s objection to the expiration of the Inspection Period, then Sellers shall have such additional Permitted Exceptions within five (5) days after either receipt by Purchaser of Seller’s Notice or the effective date expiration of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, howeverSeller Response Period, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00any, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer Purchaser shall be deemed to have elected accepted such additional Permitted Exceptions. The Permitted Exceptions as they may be expanded by the Seller’s Notice and agreed to terminate this Contractby Purchaser shall be attached hereto as Exhibit “D”. If Purchaser objects in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, and all rights and obligations hereunder Purchaser shall immediately terminate (other than obligations expressly set forth in be deemed to have terminated this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellersparties agree otherwise in writing), in which event Sellers are obligated the Escrow Agent shall immediately forward the Deposit to cure same and the same shall be deemed to be a “Removable Lien”)Purchaser, and the Closing Date neither party shall be extended have any further liability or obligations to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodother hereunder except as expressly set forth herein.
Appears in 1 contract
Samples: Purchase Contract (Wheeler Real Estate Investment Trust, Inc.)
Title. During the Inspection PeriodLandlords shall deliver good, Buyer shall have the right, at its expense, to obtain a pro forma endorsement marketable and insurable fee simple title to the CompanyProperty, free and clear of all liens and encumbrances except for: (a) taxes for the year in which Closing occurs; (b) presently existing easements, covenants, and restrictions of record which do not, in Tenant’s existing sole discretion, materially and adversely affect Tenant’s intended use of the Property; and (c) any other matters approved by Tenant. For the purposes of this Contract, the term “insurable title” means title that a title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company company acceptable to Tenant (“Title Company”)) is willing to insure by issuing to Tenant a commitment for an American Land Title Association (“ALTA”) owner’s insurance policy in the amount of the purchase price, at standard rates, insuring Tenant’s title to the Property, without exception other than those mentioned above. Buyer shall have If Landlords are unable to deliver good, marketable and insurable fee simple title to the rightProperty at Closing in accord with this Paragraph, on or before Tenant may terminate this Contract and the Xxxxxxx Money will be refunded to Tenant by the Escrow Agent. No later than the expiration of the Inspection Period, to notify Sellers Tenant shall, at its expense, obtain a commitment for title insurance issued in writing accordance with the provisions of this Paragraph. At that time, Tenant shall give Landlords written notice of any objections Buyer may have to title to the Property as shown in the Title Policymatters of title, Title Endorsement or the Survey including any matters of the Propertysurvey. If Buyer fails to give Upon receipt of any such objections on or prior to title, Landlords shall have a period of fifteen (15) days within which to either (a) provide the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give Tenant with written notice of objections on its intention to cure the objectionable matters, in which case the Closing Date will automatically be extended, if necessary, for an additional fifteen (15) days from the date set forth in Paragraph 16; or prior (b) provide the Tenant with written notice that it does not intend to cure the expiration of objectionable matters, in which case the Inspection PeriodTenant shall, then Sellers shall have no later than five (5) days after the effective date receipt of such objections (the “Sellers Election Deadline”) to Landlords’ notice, elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i1) such objection can be cured within ten (10) days terminate the Contract, in writing, and at receive a cost not to exceed $50,000.00full refund of the Xxxxxxx Money and any rent payments made by Tenant, or (ii2) such objection is waive the objections to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure proceed with the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodclosing.
Appears in 1 contract
Samples: BankGreenville Financial CORP
Title. During Escrow Agent is hereby instructed to, within three (3) days after the Inspection Perioddate of Opening of Escrow, Buyer shall have the right, at its expense, provide to obtain Purchaser a pro forma endorsement Commitment for Title Insurance relating to the Company’s existing title insurance policy (the “Title Policy”) for the Property (which Commitment, together with any amendments thereto is referred to as the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title CompanyCommitment”). Buyer shall have , disclosing all matters of record which relate to the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown and Escrow Agent’s requirements for both closing the escrow created by this Agreement and issuing the policy of title insurance described in Section 4.2. Escrow Agent shall also simultaneously cause legible copies of all instruments and other documents referred to in the Title PolicyCommitment (collectively, Title Endorsement the “Underlying Documents”) to be furnished to Purchaser. On or prior to the Survey of the Property. If Buyer fails to give any such objections on or date which is ten (10) days prior to the expiration of the Property Inspection Period, all matters affecting (the “Title Inspection Period”), the Purchaser shall give the Seller written notice of any title exceptions (other than Permitted Exceptions) set forth on the Commitment as to which the Purchaser objects, in its sole and absolute discretion. The Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects; provided, however, that Seller shall be obligated to remove, satisfy or otherwise eliminate, on or before Closing, all monetary liens, deeds of trust and monetary encumbrances securing the Survey payment of money (other than liens for property taxes not yet due and payable). If Seller elects to take such actions as may be required to cause such exceptions as to which Purchaser has objected to be removed from the Commitment, the Seller shall, on or before five (5) days following delivery of Purchaser's objections, give the Purchaser written notice thereof; it being understood and agreed that the failure of the Property Seller to timely give such written notice as to any matters objected to by Purchaser shall be deemed an election by the Seller not to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”)remedy such matters. If Buyer does give notice of objections on the Seller elects (or is deemed to have elected) not to cure any title defects to which the Purchaser has so objected, the Purchaser may elect (i) to terminate this Agreement prior to the expiration of the Property Inspection Period, then Sellers in which case Purchaser shall receive a prompt return of the Deposit and Purchaser and Seller shall have no further obligations to each other under this Agreement except for those obligations hereunder which expressly survive such termination, or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof (whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions). The Purchaser shall make any such election by written notice to the Seller given on or prior to five (5) days after delivery of the effective date Seller’s notice of its unwillingness or inability to cure (or deemed election not to cure) such defect and time shall be of the essence with respect to the giving of such objections (notice. Failure of the “Sellers Election Deadline”) Purchaser to elect give such notice shall be deemed an election by the Purchaser to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or proceed in accordance with clause (ii) such objection is above. Escrow Agent shall also promptly deliver to a monetary lien Purchaser any updated or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadlinerevised Commitment, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contractcorresponding Underlying Documents, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination)reflect any new lien, encumbrance, or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As exception to title defects first arising after the effective date Opening of Escrow and not shown on the original Commitment described above (a “New Title Matter”), as to which the same procedures, rights and other provisions set forth above in this Section 3.1 shall apply, except that the Title Endorsement and survey defects arising after the date of the Survey, Buyer Inspection Period with respect to any such New Title Matter shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days. Notwithstanding the foregoing, Purchaser shall have no right to elect disapprove any survey inspection after the options set forth above upon expiration of the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodTitle Inspection Period.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cornerstone Core Properties REIT, Inc.)
Title. During the Inspection Period, Buyer Purchaser shall have the right, at its expenseany time by the end of the second business day prior to expiration of the Contingency Period, to obtain a pro forma endorsement object in writing to any liens and encumbrances reflected by the Company’s existing title insurance policy (Title Commitment or Survey. All liens and encumbrances to which Purchaser so objects are hereinafter referred to as the “"NON-PERMITTED ENCUMBRANCES", if no such notice of objection is given by Purchaser during such time, then it shall be deemed that all matters reflected by the Survey and Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer Commitment are "PERMITTED ENCUMBRANCES." Seller shall have the right, on but not the obligation, at its sole cost, to cure or remove all Non-Permitted Encumbrances and give Purchaser written notice thereof before the expiration end of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer Contingency Period (if Seller fails to give any such objections on or notice to Purchaser by the day prior to the expiration end of the Inspection Contingency Period, all matters affecting title to and the Survey of the Property Seller shall be deemed to be permitted title exceptions (hereinafter collectively referred to have notified Purchaser that it will not cure any such items except those hereinbelow described as the “Permitted Exceptions”being items that Seller must remove at or by Closing). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if that Seller at its sole cost shall be obligated to cure or remove at or before Closing the following ("MANDATORY CURE ITEMS"): (A) all mortgages, deeds of trust, or other voluntary liens securing financial obligations that have been created, or knowingly assumed, by Seller or anyone acting on behalf of Seller and (B) materialmen's liens or lien claims ("M&M LIEN CLAIMS") to the extent such M&M Lien Claims do not, in the aggregate exceed $250,000, whether or not Purchaser objects thereto during the period provided above for Purchaser making objections. If Seller does not timely cause all of the Non-Permitted Encumbrances to be removed or cured, and timely written notice thereof to be given to Purchaser, then Purchaser, as its sole and exclusive remedy (other than its right to require removal of Mandatory Cure Items on or prior to Closing and hold Seller in default by reason of its failure to do so), shall have the right either (i) such objection can be cured within ten (10to terminate this Agreement in accordance with the Section 12(b) days and at a cost not hereof by delivering notice to exceed $50,000.00Seller before the end of the Contingency Period, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of purchase the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, Property subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part Non-Permitted Encumbrances without reduction of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of SellersPurchase Price, in which event Sellers are obligated to cure same and the same all such uncured Non-Permitted Encumbrances (other than Mandatory Cure Items) shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodbecome Permitted Encumbrances for purposes hereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Southwest Bancorp of Texas Inc)
Title. During the Inspection Period, Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s existing commitment for title insurance policy covering each Real Property from Madison Title Agency (the “Title PolicyInsurer”) and legible copies of all instruments and plans mentioned therein as exceptions to title (all of such items are hereinafter collectively referred to as the “Commitment” and collectively, the “Commitments”) for the Property owner’s title insurance policies to be issued to Buyer at each Closing (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title CompanyPolicies”). Each Commitment shall be in the amount of the Allocated Purchase Price (as defined in Section 2.01 hereof) for the applicable Real Property. Should such Commitment contain any title exceptions or other matters which are not acceptable to Buyer shall have the right(“Objectionable Title Matters”), Buyer shall, on or before prior to the date that is ten (10) days prior to the expiration of the Inspection PeriodPeriod (as defined herein), to notify Sellers in writing Seller of any objections Buyer may have to title to the Property as shown in the such Objectionable Title Policy, Title Endorsement or the Survey of the PropertyMatters. If Buyer fails to give so notify Seller of any Objectionable Title Matters, all exceptions and other matters appearing in the Commitment existing at the expiration of the Inspection Period shall be deemed accepted by Buyer and included as the “Permitted Exceptions”. If Buyer timely notifies Seller in writing of any such objections Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall have no obligation to, remove or cure such Objectionable Title Matters on or prior to the applicable Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such Objectionable Title Matters, which Seller may so do in its sole discretion, unless Seller, within five (5) business days after receipt of Buyer’s Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (a) terminate this Agreement prior to the expiration of the Inspection Period, all matters affecting title in which event the Deposit shall be returned to Buyer, and the Survey of the Property neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein; or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such Objectionable Title Matters and accept that title to the Property is subject thereto, in which event there shall be permitted title exceptions no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to have removed of record (hereinafter collectively referred which, in the case of Monetary Liens which are not mortgages or deeds of trust, may include having bonded off from record in accordance with the statutorily prescribed process governing the same in North Carolina), or otherwise addressed to the reasonable satisfaction of the Title Insurer as set forth below, by the applicable Closing the following (collectively, the “Permitted ExceptionsMonetary Liens”): all mortgages and deeds of trust against the Property, and all mechanics’ liens, judgment liens, tax liens, assessment liens or other liens affecting the Property (and Buyer shall be entitled to use the proceeds of the Allocated Purchase Price at each respective Closing to effect the same to the extent Seller fails to do so). For the avoidance of doubt, Buyer and Seller agree that the phrase "otherwise addressed to the reasonable satisfaction of the Title Insurer" shall mean that while as a matter of practice, certain encumbrances may not be released of record at Closing by the filing of a recordable release or cancellation instrument, such encumbrances shall be deemed "discharged" hereunder if, at Closing, the Title Insurer does not take exception to such encumbrance and in connection therewith, makes payment to the lienholder of a sum certain pursuant to a valid payoff letter from said lienholder. The applicable Closing may be extended by Seller for a reasonable number of days, not to exceed the date which is five (5) business days prior to the expiration of any rate lock or loan commitment period in connection with Buyer's financing of the Property (the “Loan Deadline”), if any, to accommodate Seller’s obligations under this Section 1.02. If Buyer does give notice of objections on or To the extent any Loan Deadline has been established prior to the expiration of the Inspection Period, then Sellers shall have five (5) days Period and thereafter promptly after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election establishing any Loan Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth notify Seller in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all writing of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the SurveyLoan Deadline prior to the expiration of the Inspection Period (as defined herein). Notwithstanding anything contained herein to the contrary, Buyer shall be entitled if Seller fails to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have take any actions to cure a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in title matter which event Sellers are Seller is obligated to take under this Section 1.02, or fails to cure same and any title objection that Seller indicates it would cure pursuant to this Section 1.02, the same shall be deemed to be constitute a “Removable Lien”)default by Seller hereunder, and the Closing Date default provisions of this Agreement shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodapply.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)
Title. During Seller agrees to convey good and marketable, fee simple title to the Inspection PeriodProperty to Purchaser by Limited Warranty Deed. Good and marketable, Buyer fee simple title is hereby defined as title which is insurable by a national title insurance company (the "Title Company") at its standard rates on an ALTA Owner Policy, without exception other than the following "Permitted Title Exceptions": (A) zoning ordinances affecting the Property; (B) general utility, sewer and drainage easements of record upon which any buildings on the Property do not encroach; (C) subdivision restrictions of record; (D) current city, state and county ad valorem property and sanitary taxes not yet due and payable; and (E) leases and other easements, restrictions and encumbrances specified in this Agreement or on Exhibit "B" attached hereto and incorporated herein by this reference. Purchaser shall have thirty (30) days after the right, at its expense, date that this Agreement has been fully executed and delivered to obtain a pro forma endorsement Seller and Purchaser to examine the title to the Company’s existing Property and notify Seller of any objections to matters affecting title insurance policy (to the “Property, including the Permitted Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”)Exceptions. Buyer Seller shall have the rightup to twenty (20) calendar days after receipt of Purchaser's written notice of objections in which to correct such defects, or to provide to Purchaser a written notice that Seller shall cause such objections to be corrected or cured on or before the expiration date of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the PropertyClosing. If Buyer fails Seller shall fail to give any either cure or correct such title objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00defects, or (ii) provide to Purchaser such objection is written notice obligating Seller to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure do so on or before the Sellers Election Deadline date of Closing, within twenty (20) calendar days after receipt of said written notice, then Purchaser shall have the choice of (1) accepting the Property with such legal defects, or (2) declining to notify Buyer of which objections it elects accept the Property with such legal defects. Purchaser shall exercise such choice by written notice to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure Seller mailed within twenty (20) calendar days following the Removable Liens. If Sellers elect to cure less than all end of the title and survey objections (subject period provided above for the correction by Seller of such legal defects or notice of Seller's intention to Sellers’ mandatory obligation to cure the Removable Liens), it shall do so notify Buyer on or before the Sellers Election Deadline, and Buyer Closing. If Purchaser shall have seven (7) business days after decline to so accept the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, Property subject to the last sentence of such legal defects, then this Section 6(B), any other title matters, Agreement shall be added to null and be made a part of void and the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer Xxxxxxx Money deposit shall be promptly refunded to Purchaser. In the event that Purchaser fails to make such election within such 20-day period it shall be conclusively deemed to have elected to terminate this Contract, accept the Property subject to such defects and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As proceed to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodClosing.
Appears in 1 contract
Title. During Buyer shall have the Inspection Periodright to review and approve ----- or disapprove, in its reasonable discretion, the legal description of the Land and any matters of title as disclosed by the following documents ("Title Documents") to be delivered to Buyer at the Seller's sole cost and expense: a CLTA title commitment issued by Chicago Title Company (the "Title Company") with respect to each Property (the "Title Report"), together with legible copies of the underlying documents relating to the Schedule B exceptions set forth in such title commitment. Buyer acknowledges that Seller has caused the Title Company to deliver the Title Documents to Buyer. Buyer has obtained, at its sole cost and expense, a survey of each Property. Buyer has had until the Effective Date to give the Sellers and Escrow Holder written notice ("Buyer's Title Notice") of Buyer's disapproval or conditional approval of the legal description or any matters shown in the Title Documents or the survey. The failure of Buyer to give Buyer's Title Notice on or before the Effective Date shall be deemed to constitute Buyer's approval of the legal description and all of the Title Documents. If Buyer disapproves or conditionally approves any matters of title shown in the Title Documents, the Sellers shall give Buyer written notice (which shall hereinafter be referred to as "Seller's Title Notice"), within three (3) days of its receipt of Buyer's Title Notice, of those matters of title disclosed on the Title Documents that have not been approved by Buyer pursuant to this Paragraph 7(a)(i) which of the Sellers covenants and agrees to either eliminate from the Title Policy as exceptions to title to the Property or to ameliorate to Buyer's satisfaction by the Closing Date as a condition to the Close of Escrow for Buyer's benefit. If the Sellers do not elect in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters as provided above, or if Buyer disapproves, in Buyer's sole discretion, Seller's Title Notice, then Buyer shall have the right, at its expenseby a writing delivered to the Sellers and Escrow Holder within two (2) days of Buyer's receipt of Seller's Title Notice, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”A) for the Property (the “Title Endorsement”waive its prior disapproval, in which event said disapproved matter(s) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination)approved, or (B) to close terminate this Agreement and the purchase and sale contemplated hereby Escrow created pursuant hereto, in which case all of Buyer’s uncured title and survey objections and, subject to event the last sentence of this Section 6(B), any other title matters, Deposit shall be added immediately delivered to Seller, and be made a part this Agreement, the Escrow and the rights and obligations of the Permitted Exceptionsparties hereunder shall terminate. The immediately preceding sentence shall not relieve If the Sellers of their obligation fail to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after timely deliver Seller's Title Notice, then the Sellers Election Deadline, then Buyer shall will be deemed to have elected not to terminate eliminate or ameliorate to Buyer's satisfaction any disapproved or conditionally approved matters set forth in Buyer's Title Notice on or before the Close of Escrow. Notwithstanding anything to the contrary contained in this ContractAgreement, and Buyer hereby disapproves all rights and obligations hereunder shall immediately terminate liens evidencing monetary encumbrances (other than obligations expressly liens for non-delinquent real property taxes or assessments), and the Sellers agree to cause all such liens to be eliminated at the Sellers' sole cost and expense (including all prepayment penalties and charges) prior to or concurrently with the Close of Escrow. In the event any additional matters encumber the Property which are set forth in this Contract which specifically survive such termination). As any amendment or a supplement to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the SurveyDocuments ("Supplemental Title Documents"), Buyer shall be entitled to object thereto within five give the Sellers and Escrow Holder written notice (5"Buyer's Supplemental Title Notice") of Buyer's disapproval or conditional approval of any matters shown on the Supplemental Title Documents on or before the date which is three (3) business days after becoming aware Buyer's receipt of the Supplemental Title Documents. The Sellers may elect to eliminate or ameliorate any disapproved or conditionally approved matters relating to the Supplemental Title Documents, and Buyer may elect to waive its prior disapproval of such defectmatters or terminate this Agreement in accordance with the time periods and provisions set forth herein. The parties acknowledge that the property located in Tucson, Arizona owned by Eastside Associates is subject to a right of way easement dated March 25, 1987 granted by Eastside Associates in favor of Tucson Gas and Electric (the "Utility Company"), recorded April 1, 1987 in the official records of Pima County, Arizona at Docket 8004, Page 868 (the "Easement"). Seller has discovered that the utility lines of the Utility Company are not within the Easement, but no later than are located in another portion of the Closing Datesubject property. Notwithstanding anything in this Agreement to the contrary, as an obligation which survives the Close of Escrow, Seller, at its sole cost and Sellers expense, shall have a reasonable time, not be responsible for causing the Easement to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused be abandoned by the act Utility Company in its present location in a manner acceptable to Buyer in its reasonable discretion. Such abandonment shall occur on or failure before ninety (90) days after the Close of Escrow. Buyer agrees to act cooperate with Seller in the granting of Sellersa new easement, without any cost or expense to Buyer. In order to secure Seller's performance of its obligation under this subparagraph to have the Easement abandoned and a new easement recorded within ninety (90) days after the Close of Escrow, the parties agree that Escrow Holder shall retain as of the Close of Escrow, Twenty-Five Thousand Dollars ($25,000.00) of the Purchase Price which shall be released in accordance with instructions approved by Buyer, which instructions shall authorize the disbursement of the $25,000.00 to Seller only in the event the abandonment of the Easement is fully completed and a new easement, in which event Sellers a form reasonably acceptable to Buyer, is recorded in a location approved by Buyer in its reasonable discretion on or before ninety (90) days after the Close of Escrow. Such escrow instructions shall also provide that if such matters are obligated not completed within such ninety (90) day period, the $25,000.00 shall immediately be returned to cure same and Buyer without the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodneed of further instructions.
Appears in 1 contract
Samples: Contribution/Purchase Agreement and Joint Escrow Instructions (Prentiss Properties Trust/Md)
Title. During the Inspection PeriodAt Closing, Buyer Seller shall have the rightconvey, at its expensetransfer, grant and set over to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the rightPurchaser insurable, on or before the expiration of the Inspection Periodmarketable, to notify Sellers in writing of any objections Buyer may have to good, and indefeasible fee simple title to the Property as shown in Property, free and clear of all monetary liens, mortgages, leases (except for the Title Policy, Title Endorsement or the Survey existing leases for tenants of the Property. If Buyer fails to give any such objections ), and other monetary encumbrances whatsoever except only those encumbrances and exceptions set forth on Exhibit “B” attached hereto and incorporated herein by reference, and those encumbrances and exceptions approved in writing (or deemed approved hereunder) by Purchaser prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions Closing (hereinafter collectively referred to as the “Permitted Title Exceptions”). In all events, such title shall be insurable by a nationally reputable Title Insurance Company on its standard form of ALTA Form B owner’s policy at its standard rate with exception only to the Permitted Title Exceptions and with all standard exceptions being removed or deleted. If Buyer does give notice Purchaser’s examination of objections on or title discloses any defects in title, then Purchaser shall notify Seller, no later than fifteen (15) days prior to Closing, of such defects or objections (“Purchaser’s Objection Notice”). Seller, within five (5) days of receipt of Purchaser’s Objection Notice, shall notify Purchaser in writing (“Seller’s Cure Notice”) of any matters in Purchaser’s Objection Notice which Seller elects to cure; provided, however, that, anything to the expiration contrary herein notwithstanding. Seller shall not be required to cure any liens or encumbrances identified in Purchaser’s Objection Notice. In the event Sxxxxx informs Purchaser in Seller’s Cure Notice that Seller is unable to cure or unwilling to cure any objections raised in Purchaser’s Objection Notice (or in the event Seller does not timely provide Seller’s Cure Notice), Purchaser shall be entitled to, either (i) terminate this Agreement upon written notice to Seller delivered no later than two (2) business days prior to Closing, and receive the return of the Inspection PeriodDeposit, then Sellers shall have or (ii) to waive such objection and proceed to close the transaction contemplated by this Agreement. In the event Purchaser fails to make such election within five (5) days after the effective date latter of such objections (the “Sellers Election Deadline”x) to elect to cure some, all or none Purchaser’s receipt of BuyerSeller’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, Cure Notice or (iiy) such objection is to a monetary lien or encumbrance the date by which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). SellersSeller’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed Cure Notice was required to be an election by Sellers to cure none of Buyer’s objectionsdelivered, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer Purchaser shall be deemed to have elected selected (ii) above. Purchaser shall have the right to terminate this Contract, re-examine title to the Property up to and all rights including the Closing Date and obligations hereunder raise any additional objections not appearing of public record prior to Purchaser’s submission of Purchaser’s Objection Notice. If Seller shall immediately terminate (not correct or remove the defects or objections which Seller has agreed to cure by Closing or should Purchaser learn of any other than obligations expressly set forth in this Contract which specifically survive such termination). As defects or objections to Seller’s title defects arising after not permitted by the effective date of the Title Endorsement and survey defects arising terms hereof after the date of the Surveyinitial title examination by Purchaser, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellersthen Purchaser, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”)Purchaser’s sole discretion or judgment, and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time period.may:
Appears in 1 contract
Samples: Agreement of Purchase and Sale (T.A.G. Acquisitions Ltd.)
Title. During the Inspection PeriodNot later than 5:00 PDT on May 6, 1998, Buyer shall have the right, at its expense, may provide Notice to obtain a pro forma endorsement Seller that Buyer disapproves of one or more matters affecting title to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “"Title Endorsement”Notice Date") issued and request that Seller correct such deficiency. All matters affecting title to the Property which are not disapproved by Fidelity National Buyer by Notice to Seller on or before the Title Insurance Company Notice Date, together with all matters consented to by Buyer or created by Buyer or its agents, or by a tenant (“Title Company”without Seller's written consent), shall be deemed to be "Permitted Exceptions" for the purposes of this Agreement. In the event Seller receives no such Notice, all matters affecting title to the Property shall be deemed Permitted Exceptions. If Buyer timely and properly objects to a title matter, Seller shall, in the exercise of its sole discretion, at least one (1) day prior to the end of the Investigation Period, advise Buyer whether Seller intends to correct the title objection or provide endorsement coverage with respect thereto prior to the close of Escrow. If Seller elects not to correct the deficiency or provide endorsement coverage with respect thereto, or if Seller provides no Notice to Buyer of its intent with respect thereto (in which event Seller shall be deemed to have elected not to correct the deficiency or provide endorsement coverage with respect thereto), Buyer shall have the rightbe required, either to waive its objection or cancel Escrow by Notice delivered to Seller and Escrow Agent on or before the expiration of the Inspection Investigation Period, . Subject to notify Sellers in writing of any objections Buyer may have deficiency which Seller has agreed to title to the Property as shown in the Title Policy, Title Endorsement correct or the Survey of the Property. If Buyer fails to give any such objections on or endorse prior to the expiration close of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, howeverEscrow, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after cancel Escrow during the Sellers Election DeadlineInvestigation Period, then Buyer shall be deemed to have elected waived its previous objections to terminate this Contractmatters affecting title to the Property, which objections shall thereafter be deemed included in the "Permitted Exceptions." Notwithstanding the foregoing, Seller agrees to use its reasonable efforts to cause the removal from the Title Policy (by removal, indemnity or endorsement), prior to Closing, of all monetary encumbrances recorded against the Real Property after the end of the Investigation Period, other than (i) liens recorded as a result of acts or omissions of Buyer, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date ii) liens recorded as a result of the Title Endorsement and survey defects arising after the date acts or omissions of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodTenants.
Appears in 1 contract
Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Arden Realty Inc)
Title. During No later than ten (10) days following the Inspection Perioddate hereof, Buyer Seller shall have deliver the rightTitle Commitment to Purchaser, at its Seller's sole cost and expense, to obtain a pro forma endorsement to . If the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have Commitment discloses exceptions to title other than the Permitted Title Exceptions ("Unpermitted Title Exceptions") and such Unpermitted Title Exceptions are not acceptable to the Property as shown in the Title PolicyPurchaser, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Periodthen, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have within five (5) days after from Purchaser's receipt of the effective Title Commitment, Purchaser must so notify Seller. If Purchaser fails to so notify Seller within said five (5) day period, the Unpermitted Title Exceptions will be conclusively deemed to be approved by Purchaser. If, within said five (5) day period, Purchaser shall notify Seller that all or certain of the Unpermitted Title Exceptions are not acceptable to Purchaser (which notification must specify which Unpermitted Title Exceptions are so unacceptable), Seller shall have ten (10) days from the date of Purchaser's notice to have such objections (exceptions removed from the “Sellers Election Deadline”) Title Commitment or cause the Title Insurer to elect insure Purchaser against same and provide evidence thereof to cure somePurchaser, all and if Seller fails to have such exceptions removed, or none of Buyer’s title and survey objections; providedinsured over, howeverPurchaser may elect, if either (i) such objection can be cured within ten (10) days and at a cost not after the expiration of Seller's ten (10) day cure period to exceed $50,000.00(i) terminate this Agreement without liability on the part of any party thereafter (in which event the Deposit shall be promptly returned to Purchaser), or (ii) accept title subject to such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out Unpermitted Title Exceptions without any diminution of the proceeds of the purchase of the Membership Interests by Buyer at Closing Purchase Price. Purchaser's failure to make any election within said ten (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure 10) day period shall be conclusively deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure mean that Purchaser has elected the Removable Liens. If Sellers elect to cure less than all of the title and survey objections option contained in subsection (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7i) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions4.2. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than On the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect at the options expense of Seller as set forth above upon in Section 4.3(c) hereof, Seller shall cause the same conditions set forth above (unless Title Insurer to issue an owner's title insurance policy or prepaid commitment therefor pursuant to and in accordance with the Title Commitment insuring fee simple title to the Real Property in Purchaser or its designee as of the Closing Date, subject only to the Permitted Title Exceptions and such defect was caused by other exceptions as Purchaser may approve. If Seller is unable to cause the act Title Insurer to issue any of the Endorsements and Purchaser refuses to waive the requirement therefor, then this Agreement shall become null and void and of no further force or failure to act of Sellerseffect, in which event Sellers are obligated to cure same and the same Deposit will be returned to Purchaser. Additionally, Seller will have no obligation to obtain any of the Endorsements if the Title Insurer charges other than standard rates for the coverage or if the Title Insurer requires security or an indemnity from Seller in order to issue any of the Endorsements If Purchaser shall be deemed make objection to be a “Removable Lien”), the Survey (as described in Section 4.1) or the Title Commitment (as described in this Section 4.2) and the Closing Date shall was to occur prior to the time each party was able to exercise its rights under Section 4.1 or Section 4.2, as applicable, then the Closing Date will be extended to a date which is three (3) business days subsequent to the extent necessarylatest date for notice, not to exceed thirty (30) daysobjection and remedy permitted by either Section 4.1 or 4.2, to provide said additional time periodas applicable.
Appears in 1 contract
Title. During the Inspection Period, Buyer shall have the right, at Seller has obtained upon its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration acquisition of the Inspection Period, to notify Sellers in writing Subject Property an owner’s policy insuring it as the holder of any objections Buyer may have to fee simple title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Real Property. If Buyer fails to give any such objections on or Seller owns all interests in the Personal Property. The representations and warranties of Seller under this Agreement shall survive Closing in the manner described in Section 6(b) of this Agreement. If, prior to the expiration Contingency Date, the Chief Financial Officer of St. Luke’s Health System, Ltd. obtains actual knowledge (without duty of investigation) of any change in circumstances after the Inspection Period, all matters affecting title to and Effective Date that affects the Survey validity and/or accuracy of any representation or warranty made by Seller under this Section 5 (it being agreed that the Property CFO shall be deemed to be permitted title exceptions have actual knowledge of the materials and information contained in the Electronic Data Room more than thirty (hereinafter collectively referred 30) days before Closing or if Seller notifies Purchaser of such change in circumstances in writing at the notice address provided in Section 15), Purchaser shall provide prompt written notice to as the Seller of such discovery (a “Permitted ExceptionsKnown Pre-Contingency Warranty Breach”). If Buyer does give notice is given to Seller of Known Pre-Contingency Warranty Breach and Seller fails to affirmatively and in writing assume the obligation to correct such Known Pre-Contingency Warranty Breach before Closing (notice of objections on or prior said undertaking to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, howeverbe given, if either (i) such objection can be cured at all, to Purchaser within ten (10) days and at a cost not of Seller’s receipt of Purchaser’s notice), Purchaser shall have the right to exceed $50,000.00terminate this Agreement by written notice thereof to Seller, or (ii) provided notice of such objection election to terminate is given to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure Seller on or before the Sellers Election Deadline Contingency Date, time being of the essence, in which case the entire Xxxxxxx Money paid by Purchaser under this Agreement shall be promptly delivered to notify Buyer Purchaser and, except in the case of which objections it a Known Pre-Contingency Warranty Breach resulting from a change in circumstances beyond Seller’s reasonable control or the result of an action expressly permitted by the provisions of this Agreement, Seller shall reimburse Purchaser for all third party reasonable out of pocket costs incurred by Purchaser in connection with this Agreement or Purchaser’s investigations of the Subject Property not to exceed Four Hundred Thousand ($400,000.00) Dollars. In circumstances entitling Purchaser to reimbursement of such costs, the tenant under the Plaza IV Lease shall also have the right to elect to terminate the Plaza IV Lease provided any election to terminate the Plaza IV Lease must be delivered to Seller in writing within sixty (60) days of the date of the termination of this Agreement. Any termination of the Plaza IV Lease will be effective immediately following Seller’s receipt of such notice and any such election to terminate the Plaza IV Lease shall be irrevocable when issued. In the event notice of termination of the Plaza IV Lease is not timely given, then the right to terminate such Plaza IV Lease pursuant to this subparagraph shall be waived. If Purchaser elects to cure terminate under this subparagraph, such recovery of the Xxxxxxx Money and out of pocket costs shall be deemed to be an election by Sellers to cure none of BuyerPurchaser’s objectionssole remedy and, subject to Sellers’ mandatory following any such termination, neither party shall have further rights or obligations hereunder, except any obligation to cure that specifically provides the Removable Lienstermination hereof. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) Purchaser fails to terminate this ContractAgreement as provided above, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer Purchaser shall be deemed to have elected waived such Known Pre-Contingency Warranty Breach. Nothing in this subparagraph is intended to limit Purchaser’s right to terminate this ContractAgreement pursuant to Section 3 above. If, after the Contingency Date but before Closing, the Chief Financial Officer of St. Luke’s Health System, Ltd. obtains actual knowledge (without duty of investigation) of any change in circumstances after the Effective Date that affects the validity and/or accuracy of any representation or warranty made by Seller under this Section 5 (it being agreed that the CFO shall be deemed to have actual knowledge of the materials and information contained in the Electronic Data Room more than thirty (30) days before closing or if Seller notified Purchaser in writing of such change in circumstances), or such change in circumstances is disclosed in any estoppel certificate provided to Purchaser, Purchaser shall provide prompt written notice to Seller of such discovery (a “Known Post-Contingency Warranty Breach”). If any such Known Post Contingency Warranty Breach is a Termination Event (as hereinafter defined), or if another Termination Event occurs Purchaser shall have the right to terminate this Agreement by written notice to Seller, provided written notice of termination is given to Seller on or before the earlier of (i) Closing or (ii) 15 days after (A) Sellers receipt of written notice from Purchaser of the existence of such Termination Event, and all rights (B) Seller’s failure to cure or to irrevocably commit in a written notice delivered to Purchaser to cure prior to Closing such Termination Event within 15 days of Sellers receipt of such written notice from Purchaser that a Termination Event has occurred. A “Termination Event” for purposes of this Section 5 shall consist of a breach of Seller’s representations under Section 5(a), Section 5(f) relating to proceedings commenced against Seller which have a material and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such terminationadverse effect on Sellers ability to convey title to the Subject Property, Section 5(c) relating to a violation of Environmental Laws due to Sellers direct acts or omissions, Section 5(o). As ; or Seller’s failure to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Surveydisclose to Purchaser, Buyer shall be entitled to object thereto within five (5) business days after of written notice from Purchaser asserting Seller has failed to so disclose, any information that Seller is required to disclose under this Section 5, including the existence of a change in circumstance which Seller is obligated to disclose under this Section 5. In the event of the termination of this Agreement by Purchaser pursuant to this subparagraph due to Termination Event, (a) the entire Xxxxxxx Money paid by Purchaser under this Agreement shall be promptly delivered to Purchaser, (b) Seller shall reimburse Purchaser for all third party reasonable out of pocket costs incurred by Purchaser in connection with this Agreement or Purchaser’s investigations of the Subject Property not to exceed Four Hundred Thousand ($400,000.00) Dollars; and (c) the tenant under the Plaza IV Lease shall also have the right to elect to terminate the Plaza IV Lease provided any election to terminate the Plaza IV Lease must be delivered to Seller in writing within sixty (60) days of the date of the termination of this Agreement. Any termination of the Plaza IV Lease will be effective on the first (1st) day of the fourth (4th) full calendar month following Seller’s receipt of such notice (unless the Plaza IV Lease has not yet commenced, in which case the termination will be effective immediately) and any such election to terminate the Plaza IV Lease shall be irrevocable when issued. In the event notice of termination of the Plaza IV Lease is not timely given, then the right to terminate such Plaza IV Lease pursuant to this subparagraph shall be waived. If Purchaser elects to terminate under this subparagraph, such recovery of the Xxxxxxx Money and out of pocket costs shall be Purchaser’s sole remedy and, following any such termination, neither party shall have further rights or obligations hereunder, except any obligation that specifically provides the termination hereof. If Purchaser fails to terminate this Agreement as provided above, Purchaser shall be deemed to have waived such Termination Event. In all other circumstances, Seller’s sole responsibility hereunder with respect to a change of circumstances which affects the validity and/or accuracy of any representations and warranties set forth in this Section 5 shall be to advise Purchaser in writing promptly upon becoming aware of such defect, but no later than the Closing Datechange in circumstances. If Seller fails to disclose such items, and Sellers Purchaser consummates the purchase of the Subject Property and incurs losses or damages as a result of the items not disclosed, Purchaser’s sole and exclusive remedy shall be to pursue a claim against Seller under Section 6(b) below. Except as expressly provided herein, if any of the representations and warranties of Seller set forth in Section 5 become untrue and Seller advises Purchaser timely of such change in facts and circumstances relating to such representation or warranty, Purchaser shall have no right to terminate this Agreement nor have a reasonable timeclaim against Seller, not to exceed five it being agreed that, except as expressly provided herein, Purchaser is assuming the risk of a change in the accuracy of such representation and/or warranty, including the physical condition of the Subject Property, the adequacy and sufficiency of any leases affecting all or any portion of the Subject Property, a change in the environmental condition of the Subject Property (5) daysexcluding those directly resulting from Seller’s acts or omissions). For purposes of this Agreement, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of SellersSt. Luke’s Health System, in which event Sellers are obligated to cure same and the same Ltd. shall be deemed to be a “Removable Lien”), have actual knowledge of any fact or circumstance set forth in the estoppel letters delivered to Purchaser and of any fact or circumstance described in the Closing Date shall be extended to Due Diligence Items contained in the extent necessary, not to exceed Electronic Data Room more than thirty (30) days, to provide said additional time perioddays before Closing and in any environmental assessment or engineering report or other written due diligence information or written material reviewed or received by Purchaser at the address of Purchaser set forth in Section 15 as of the date delivered.
Appears in 1 contract
Title. During the Inspection Period, Buyer shall have the right, at its expense, to obtain Seller has provided Purchaser with a pro forma endorsement to the Company’s existing title insurance policy commitment (the “Commitment”) for an Owner’s Policy of Title Insurance (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National from Chicago Title Insurance Company (the “Title Company”), covering the Real Property, together with a copy of all instruments reflected as exceptions set forth therein. Buyer Purchaser shall have until 5:00 p.m. (local time at the right, Property) on or before the expiration of date that is five (5) business days following the Inspection Effective Date (the “Title Review Period, ”) to notify Sellers in writing of any objections Buyer may have to review and approve title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or Purchaser shall notify Seller in writing no later than three (3) business days prior to the expiration of the Inspection Title Review Period of any title exceptions, exclusions from coverage or other matters identified in the Commitment and/or any survey matters objected to pursuant to Section 6.2, which Purchaser disapproves (the “Title and Survey Objections”). In the event Purchaser timely notifies Seller of Title and Survey Objections, Seller will have the right, but not the obligation to cure such objections. Within two (2) business days after receipt of Purchaser’s notice of Title and Survey Objections, but in no event later than the expiration of the Title Review Period, all matters affecting title Seller will notify Purchaser in writing if Seller elects to and the Survey of the Property shall be deemed attempt to be permitted title exceptions cure such objections (hereinafter collectively referred to as the “Permitted ExceptionsSeller’s Cure Notice”). If Buyer does give notice of objections on or prior to the expiration of the Inspection PeriodSeller provides no Seller’s Cure Notice, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer Seller shall be deemed to have elected not to cure. If Seller elects to attempt to cure such Title and Survey Objections, Seller will have until the earlier of (x) the Closing Date, or (y) ten (10) days after receipt of the Purchaser’s notice to remove, satisfy or cure the same. If Seller elects not to cure such Title and Survey Objections, Purchaser will have the following options: (i) waive such uncured Title and Survey Objections and proceed to Closing without reduction of the Purchase Price; or (ii) to terminate this ContractAgreement in accordance with Section 6.3 below. If Seller notifies Purchaser that Seller does not intend to attempt to cure any Title and Survey Objection (whether by lapse of time or by specific notice), and all rights and obligations hereunder shall immediately terminate Purchaser will, within two (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising 2) business days after the date of such notice or the Survey, Buyer shall be entitled to object thereto within five lapse of such two (52) business days after becoming aware day period, notify Seller in writing whether Purchaser elects to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Any exception, exclusion from coverage or other matter shown in the Commitment as of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, end of the Title Review Period or otherwise not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, disapproved in which event Sellers are obligated to cure same and the same writing within said time period shall be deemed approved by Purchaser and shall constitute a “Permitted Exception” hereunder. Purchaser and Seller hereby agree that (i) all non-delinquent property taxes as of the Closing, (ii) the rights of the tenants under the Leases, (iii) all matters created by or on behalf of Purchaser, including, without limitation, any documents or instruments to be a recorded as part of any financing for the acquisition of the Property by Purchaser and (iv) the exceptions to title identified on Exhibit D attached hereto, shall constitute “Removable LienPermitted Exceptions”. Without Seller’s prior written consent, Purchaser shall not make any application to any governmental agency for any permit, approval, license or other entitlement for the Property or the use or development thereof. Notwithstanding anything to the contrary hereinabove, mortgages, deeds of trust, mechanics liens created by Seller or its agents, tax liens and judgment liens and other instruments securing debts of Seller or financings to Seller shall not be Permitted Exceptions and, in all events, Seller shall pay off and release of record, or cause to be released of record or insured over (pursuant to escrow arrangements with the Title Company), by Closing, any such mortgages, deeds of trust, mechanic liens, tax liens and judgment liens and other such documents in the Closing Date shall be extended name of Seller with respect to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodProperty.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Cubist Pharmaceuticals Inc)
Title. During the Inspection Period, Buyer shall have the rightBuyer, at its sole expense, within three (3) business days of the Effective Date, shall order an updated title insurance commitment, along with underlying documents to include any easement or declarations/CAM affecting the Property, for an Owner’s Title Insurance Policy (collectively, the “Title Commitment”). Closing will be conditioned on the agreement of the Title Company to issue an Owner’s Title Insurance Policy, dated as of the Closing Date, in an amount equal to the Purchase Price, insuring that Buyer will own insurable fee simple title to the Property subject only to: the Title Company’s standard exceptions; current real property taxes and assessments; survey exceptions; the rights of parties in possession pursuant to the Lease; the Permitted Exceptions, as defined herein. Buyer may, at its sole expense, order and obtain an updated survey of the Property. Buyer hereby acknowledges that if Buyer desires to remove the survey exception from the Title Commitment, it shall be Buyer’s responsibility to obtain a pro forma endorsement such updated survey. Seller shall have no obligation to execute any “no change” or equivalent affidavit with respect to the Company’s existing survey of the real property, nor shall Seller have any obligation to make any representations or warranties regarding such survey or any measurements or depictions thereon. Buyer shall be allowed ten (10) days after receipt of said Title Commitment for examination and the making of any title insurance policy objections thereto (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title CompanyObjections”). Buyer shall have the right, on or before the expiration of the Inspection Period, said Title Objections to notify Sellers be made in writing or deemed waived (such written notice of any objections Buyer may have to title to the Property as shown in the Buyer’s Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed Objections to be permitted title exceptions (hereinafter collectively referred to as the “Permitted ExceptionsNotice of Objections”). If Buyer does give notice of objections on Except as set forth below, any title exception disclosed by the Title Commitment or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title survey and survey objections; provided, however, if either (i) not listed in such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment Notice of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure Objections shall be deemed to be an election by Sellers a “Permitted Title Exception” under this Agreement. If Seller shall fail to cure none (or commence to cure) or eliminate all the Title Objections listed in the Notice of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections Defect within fifteen (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (715) business days after receipt of the Sellers Election Deadline to Notice of Objections (the “Title Cure Period”), then Buyer may elect either to: (Aa) accept the Property subject to terminate this Contract, whereupon all rights and obligations hereunder the title exception(s) not cured (in which case such title exception(s) shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such terminationbecome a Permitted Title Exception(s) hereunder), or (Bb) terminate this Agreement and receive a refund of the Xxxxxxx Money. In the event that Seller agrees to close cure a Title Objection and commences such cure, but the purchase and sale contemplated hereby in which case all same cannot be cured within the Title Cure Period, the Buyer may, by written notice to Seller, preserve such Title Objection such that the cure of such Title Objection shall be a condition precedent to Buyer’s uncured title and survey objections and, obligation to close. Buyer shall elect to either accept the Property subject to the last sentence of this Section 6(B), any other title matters, shall be added Permitted Exceptions or terminate the Agreement by written notice to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond Seller delivered within seven three (73) business days after following the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date end of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”)Cure Period, and the Closing Date failure to deliver such election notice shall constitute an election to proceed under clause (a) above. In the event of a termination hereunder the Xxxxxxx Money shall be extended refunded to Buyer. Any mortgage, security deed, lien, lis pendens, judgment, or other claim in a liquidated amount incurred by Seller during Seller’s ownership of the Property and which constitutes an exception to the extent necessarytitle to the Property shall not in any event be a Permitted Title Exception hereunder, but such claim shall be paid or satisfied out of the sums payable by Buyer at Closing, and the proceeds of sale payable to Seller shall be reduced accordingly; provided that such claim must have arisen directly from the acts or omissions of Seller, and not to exceed thirty (30) days, to provide said additional time periodthose of the Tenant.
Appears in 1 contract
Samples: Purchase and Sale Agreement (AEI Income & Growth Fund 26 LLC)
Title. During the Inspection Period, Buyer shall have the rightA. The Seller will provide, at its expensethe cost to Buyer, to obtain a pro forma endorsement to an Owner’s Title Commitment and Policy on the Company’s existing title insurance policy (Property through the “Escrow/Settlement Agent. The Title Policy”) Commitment and the Premium for the Property (Owner’s Title Policy shall be paid by the “Buyer. The Commitment and Owner’s Title Endorsement”) Insurance Policy shall be issued by Fidelity the Settlement Agent from Old Republic National Title Insurance Company (“Title Company”). Buyer shall have the rightB. Except as provided for herein, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to it is understood and agreed that fee simple title to the Property as shown is being sold to the Buyer without representation or warranty and subject to the Permitted Exceptions. C. The Seller will convey title by a Warranty Deed (the “Deed”). D. Title to the Property will be subject to the exceptions set forth in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions proposed Commitment (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior Xxxxx agrees to take title to the expiration Property subject to the Permitted Exceptions. E. Buyer agrees that the Property is subject to all laws, ordinances, codes, rules and regulations of applicable governmental authorities pertaining to the ownership, use and occupancy of the Inspection PeriodProperty including, then Sellers shall have five (5) days after but not limited to, zoning, land use, building codes and agrees to take title subject to such matters, and the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either following permitted exceptions: (i) such objection can be cured within ten (10) days all covenants, restrictions, easements and at a cost not to exceed $50,000.00, or agreements of record now on the Property; (ii) all liens for unpaid municipal charges not yet due (iii) the state of facts which would be shown by a current survey or inspection of the Property; (iv) any matter created by or through Buyer; (v) any title matters which Buyer has accepted or is deemed to have accepted as set forth in the Contract; (vi) any Homeowner’s Association Documents / Fees and (vii) such objection other matters that will not make the Property unusable or unmarketable for residential purposes. F. Seller is not providing to Buyer any survey of the Property. In the event Buyer desires to obtain a monetary lien or encumbrance which can survey of the Property, Buyer will be cured by the payment of moneysolely responsible to obtain, Sellers agree to cure same out of and pay for, such survey without reducing the proceeds of the purchase Total Purchase Price payable to Seller at the Closing. Buyer shall not have the right to terminate the Contract based upon the results of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodsurvey.
Appears in 1 contract
Samples: Real Estate Sales Contract
Title. During Seller, at its sole expense, within three (3) business days of the Inspection Effective Date, shall order an updated title insurance commitment, along with underlying documents to include any easement or declarations/CAM affecting the Property, for an Owner’s Title Insurance Policy (collectively, the “Title Commitment”). Closing will be conditioned on the agreement of the Title Company to issue an Owner’s Title Insurance Policy, dated as of the Closing Date, in an amount equal to the Purchase Price, insuring that Buyer will own insurable fee simple title to the Property subject only to: the Title Company’s standard exceptions; current real property taxes and assessments; survey exceptions; the rights of parties in possession pursuant to the Lease; the Permitted Exceptions, as defined herein. Buyer shall, at its sole expense, order and obtain an updated survey of the Property. Buyer hereby acknowledges that if Xxxxx desires to remove the survey exception from the Title Commitment, it shall be Buyer’s responsibility to obtain such updated survey. Seller shall have no obligation to execute any “no change” or equivalent affidavit with respect to the existing survey of the real property, nor shall Seller have any obligation to make any representations or warranties regarding such survey or any measurements or depictions thereon. Buyer shall be allowed ten (10) days after receipt of said Title Commitment for examination and the making of any title objections thereto (the “Title Objections”), said Title Objections to be made in writing or deemed waived (such written notice of Buyer’s Title Objections to be hereinafter referred to as the “Notice of Objections”). Except as set forth below, any title exception disclosed by the Title Commitment or Xxxxx’s survey and not listed in such Notice of Objections shall be deemed a “Permitted Title Exception” under this Agreement. If Seller shall fail to cure (or commence to cure) or eliminate all the Title Objections listed in the Notice of Defect within fifteen (15) business days after receipt of the Notice of Objections (the “Title Cure Period”), then Buyer may elect either to: (a) accept the Property subject to the title exception(s) not cured (in which case such title exception(s) shall become a Permitted Title Exception(s) hereunder), or (b) terminate this Agreement. In the event that Xxxxxx agrees to cure a Title Objection and commences such cure, but the same cannot be cured within the Title Cure Period, the Buyer may, by written notice to Seller, preserve such Title Objection such that the cure of such Title Objection shall be a condition precedent to Buyer’s obligation to close. Buyer shall elect to either accept the Property subject to the Permitted Exceptions or terminate the Agreement by written notice to Seller delivered within three (3) business days following the end of the Title Cure Period, and the failure to deliver such election notice shall constitute an election to proceed under clause (a) above. Any mortgage, security deed, lien, lis pendens, judgment, or other claim in a liquidated amount incurred by Seller during Seller’s ownership of the Property and which constitutes an exception to the title to the Property shall not in any event be a Permitted Title Exception hereunder, but such claim shall be paid or satisfied out of the sums payable by Buyer at Closing, and the proceeds of sale payable to Seller shall be reduced accordingly; provided that such claim must have arisen directly from the acts or omissions of Seller, and not those of the Tenant. At any time after the Effective Date of this Agreement and prior to Closing, Buyer shall have the right, at its expense, to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, right to notify Sellers in writing Seller of any objections Buyer may have to additional title to the Property as shown in the Title Policy, Title Endorsement or the Survey exception which first appears of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising record after the effective date of the Title Endorsement and survey defects arising after the date of the SurveyCommitment, or otherwise becomes known to Buyer. Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time period.be
Appears in 1 contract
Samples: Purchase and Sale Agreement (AEI Income & Growth Fund 26 LLC)
Title. During MVCRA shall convey title to the Inspection PeriodProperty by statutory form quit claim deed, duly and properly executed. No later than 21 days after the later of the Effective Date or the date County delivers the current boundary survey to Buyer, Buyer shall have the rightshall, at its Buyer's expense, to obtain a pro forma endorsement to the Company’s existing title insurance commitment for an ALTA Form B owner's title insurance policy (the “Title Policy”"Commitment") for from a title insurance company acceptable to Buyer with respect to the Property. The Commitment shall show in MVCRA a marketable and insurable title in and to the Property (in accordance with the “Title Endorsement”) issued title standards adopted from time to time by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the rightFlorida Bar and subject only to those documents, on or before instruments, easements, agreements and the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to like which affect title to the Property as shown and which are acceptable to Buyer in the Title Policy, Title Endorsement or the Survey connection with Buyer's purchase of the Property, the Tower License and obligations described in Section 11 below, an Easement Agreement for the existing utilities as described in Section 12 below and the AmeriGas Easements described in Section 19 below, subject to obtaining the Agreement with AmeriGas to relocate the easements as described in Section 19 (the "Permitted Exceptions"). If Should the Commitment reflect exceptions other than the Permitted Exceptions (the "Title Defects") Buyer fails to give any such objections on or prior to the expiration shall notify MVCRA of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) Title Defects in writing not later than 15 days after the effective date of such objections (the “Sellers Election Deadline”) to elect to cure some, all or none later of Buyer’s title and survey objections; provided, however, if either 's receipt of: (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or the Commitment; (ii) such objection is to copies of all documentation creating the title exceptions; and (iii) a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out certified survey of the proceeds Property, which survey reflects the location of all easements, rights of way and other Schedule B exceptions reflected on the Commitment. MVCRA shall have 45 days from the receipt of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date notice of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware of such defectDefects, but no later than 3 days before expiration of the Closing DateInspection Period (the "Cure Period"), to cure the Title Defects and Sellers MVCRA hereby agrees to use due diligence in connection with effecting a cure to the Title Defects. If after the Cure Period, MVCRA shall not have been able to cure the Title Defects, MVCRA shall notify Buyer who shall have a reasonable time, not 10 days to exceed five either: (5i) days, accept title to elect the options set forth above upon Property in its present condition with no diminution in the same conditions set forth above Purchase Price; or (unless such defect was caused ii) terminate this Agreement by the act or failure notice to act of Sellersthat effect given to MVCRA, in which event Sellers are obligated to cure same and the same Deposit shall be deemed returned to be a “Removable Lien”), Buyer and the Closing Date this Agreement shall be extended null, void and of no further force and effect. It is agreed and understood that all mortgages and other liens and encumbrances against the Property shall be discharged by MVCRA at or before the time of Closing. In the event any instruments, affidavits or payments are required by the title company issuing the Commitment to Buyer in order to satisfy a Title Defect in or objection or exception to title, then in that event MVCRA agrees to execute, acknowledge and deliver any such instrument and/or affidavit and do such act as may be reasonably required so as to enable the extent necessary, not title company to exceed thirty (30) days, omit such Title Defect in or objection or exception to provide said additional time periodtitle.
Appears in 1 contract
Samples: Agreement for Sale and Purchase
Title. During Upon the Inspection PeriodEffective Date, Buyer District shall have the right, at its expense, instruct Escrow Holder/Title Company to obtain prepare and deliver to RVJ a pro forma endorsement Preliminary Report of title to the Real Property (“Preliminary Report”), issued by the Title Company’s existing , together with legible copies of all documents referenced therein as exceptions to title insurance policy and a plot plan for the Real Property showing the locations of all the recorded easements. On or prior to 5:00 PM PT on the date which is thirty (30) days from the date RVJ receives the Preliminary Report, RVJ shall notify DISTRICT and Title Company in writing (the “Title PolicyObjection Notice”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company of RVJ’s objections to title, if any (“Title CompanyDisapproved Exceptions”). Buyer shall have the rightAll monetary liens or encumbrances (other than liens for nondelinquent taxes or assessments, on or before the expiration liens arising from any action of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to or entry unto the Property as shown in the Title Policyby RVJ or any of its employees, Title Endorsement agents, contractors or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Periodrepresentatives, all matters affecting title to and the Survey of the Property which shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”)) shall be deemed Disapproved Exceptions. If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers DISTRICT shall have five (5) days after the effective date of such objections notify RVJ in writing (the “Sellers Election DeadlineSeller Notice”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (7) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business calendar days after DISTRICT receives the Sellers Election DeadlineObjection Notice whether DISTRICT agrees remove some or all of the Disapproved Exceptions before or at Closing. DISTRICT’s failure to timely deliver the Seller Notice to RVJ shall be deemed DISTRICT’s election not to remove the Disapproved Exceptions. If DISTRICT elects or is deemed to have elected not to remove the Disapproved Exceptions. If DISTRICT agrees to remove Disapproved Exceptions prior to Closing, then Buyer the removal of such Disapproved Exceptions shall become a condition of RVJ’s obligation to Close. If DISTRICT elects or is deemed to have elected not to remove the Disapproved Exception, then, if RVJ timely exercises its Option, RVJ shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within five (5) business days after becoming aware waived disapproval of such defect, but no later than the Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a “Removable Lien”), and the Closing Date shall be extended to the extent necessary, not to exceed thirty (30) days, to provide said additional time periodexceptions.
Appears in 1 contract
Samples: Option Agreement for Purchase And
Title. During Within three (3) days after the Inspection Periodfull execution and delivery of this Agreement, Seller shall deliver to Buyer shall have the right, at its expense, a complete title report or commitment with respect to obtain a pro forma endorsement to the Company’s existing title insurance policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”with copies of all instruments listed as exceptions to title). Buyer shall have a period ending upon the rightearlier to occur of: (i) ten (10) calendar days after the full execution and delivery of this Agreement and (ii) July 22, on or before the expiration of the Inspection Period, 2004 within which to notify Sellers in writing of any objections Buyer may have to examine said title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions report (hereinafter collectively referred to as the “Permitted ExceptionsTitle Examination Period”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Periodsuch day is not a business day in Boston, Massachusetts, then Sellers the Title Examination Period shall end at 5:00 p.m. on the next business day. If Buyer objects to any matters disclosed in the title report, Buyer shall, within said period, notify Seller in writing, specifying the objectionable matters. Seller may elect (but shall have five no obligation whatsoever) to attempt to cure any such matters within thirty (530) days from receipt of such notice (the “Title Cure Period”), in which event the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of thirty (30) days after the effective date receipt of such objections notice or three (the “Sellers Election Deadline”) to elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Removable Liens), it shall so notify Buyer on or before the Sellers Election Deadline, and Buyer shall have seven (73) business days after the Sellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the last sentence of this Section 6(B), any other title matters, shall be added to and be made a part of the Permitted Exceptionsmatter is cured. The immediately preceding sentence shall not relieve the Sellers of their obligation to cure the Removable Liens. If Buyer does not so respond within seven (7) business days after the Sellers Election Deadline, then Buyer shall be deemed to have elected to terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other than obligations expressly set forth in this Contract which specifically survive such termination). As to title defects arising after the effective date of the Title Endorsement and survey defects arising after the date of the Survey, Buyer shall be entitled to object thereto within Within five (5) business days after becoming aware receiving Buyer’s notice (the “Seller’s Title Notice Period”), Seller shall notify Buyer if Seller intends to attempt to effectuate such cure. In the event that, prior to the expiration of the Seller’s Title Notice Period, Seller fails to give such defectnotice of its intention to attempt to effectuate such cure, but no later than then Buyer may, within two (2) business days after the Closing Dateexpiration of the Seller’s Title Notice Period, and Sellers shall have a reasonable time, not terminate this Agreement by notice to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of SellersSeller, in which event Sellers are obligated the Deposit, and all interest earned thereon, shall be returned to cure same and Buyer, provided that if Buyer does not so terminate this Agreement within two (2) business days after the same expiration of Seller’s Title Notice Period, Buyer shall be deemed to have waived objection to any such title matter and agreed to accept title subject thereto, without reduction in the Purchase Price. In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure within the Title Cure Period, Buyer’s sole rights with respect thereto shall be a “Removable Lien”)to terminate this Agreement within two (2) business days after the expiration of the Title Cure Period, in which event the Deposit, and the Closing Date all interest earned thereon, shall be extended returned to Buyer, provided that if Buyer does not so terminate this Agreement within two (2) business days after the extent necessaryexpiration of the Title Cure Period, not Buyer shall be deemed to exceed thirty (30) dayshave waived objection to any such title matter and agreed to accept title subject thereto, to provide said additional time periodwithout reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (New England Realty Associates Limited Partnership)
