Common use of Title Exceptions Clause in Contracts

Title Exceptions. (a) On the date hereof, Seller will order from Northern Nevada Title Company (the “Title Company”), and cause the Title Company to deliver to Purchaser within ten (10) days of the date of this Agreement, a preliminary title report with respect to the Leased Land, together with copies of all exceptions to title appearing in such report (the “Exception Matters”). Seller shall also deliver to Purchaser within ten (10) days of the date of this Agreement a copy of the most recent survey in Seller’s possession, custody or control of the Leased Land. Within ten (10) days of receipt of the later of the Exception Matters and survey, Purchaser shall notify Seller of any title exceptions to which it objects (“Disapproved Exceptions”). Purchaser shall be deemed to have approved all title exceptions except for objections made within the above-mentioned ten (10) day period, and each shall constitute a “Permitted Exception.” Further, notwithstanding anything to the contrary contained herein, all of the following shall also constitute Permitted Exceptions (regardless of whether Purchaser disapproves of them): (i) real estate taxes and assessments, personal property taxes for the year 2005 and thereafter, water and/or meter charges, sewer taxes, charges or rents, in each case not yet due and payable; (ii) liens, encumbrances or other matters made, created or suffered by or on behalf of Purchaser, including, without limitation, liens arising as a result of any act or omission of Purchaser or Purchaser’s agents, contractors or representatives; (iii) zoning and other land use restrictions and ordinances; (iv) the existing lease with the Trust; (v) consents previously granted by any former owner of the Leased Land for the erection of any structure or structures on, under or above any street or streets on which the Leased Land may abut; (vi) liens for any unpaid real estate tax, water charge, sewer rent and assessment, provided Purchaser receives a credit for such sums in an amount sufficient to discharge such liens at the Closing in accordance with this Agreement; (vii) any liens or encumbrances as to which the Title Company will insure, or commit to insure, Purchaser against loss or forfeiture of title to, or collection from the Assets without additional cost to Purchaser, whether by payment, bonding, indemnity of Seller or Trust or otherwise; (viii) the revocable nature of the right, if any, to maintain street and sidewalk vaults and other vault spaces, coal chutes, excavations, canopies, marquees and signs; and (ix) any other leases, liens, encumbrances or other exceptions which are approved by Purchaser pursuant to Section 5.1(b) below.

Title Exceptions. (a) On the date hereof, Seller will order from Northern Nevada Title Company (the “Title Company”), and cause If the Title Company to deliver to Purchaser within ten (10) days of the date of this Agreement, a preliminary title report with respect issues any additional supplements before Closing that add exceptions to the Leased LandPreliminary Title Report, together Buyer shall have five (5) business days after delivery to Buyer of each supplement with copies of all documents referred to in the supplements to approve or in good faith disapprove these supplements by written notice to Seller and Escrow Holder. If Buyer fails to so approve or in good faith disapprove such items within this five (5) business day period, it shall be conclusively presumed that Buyer has approved and accepted these supplements. If there are any title exceptions to title appearing in such report (not approved by the “Exception Matters”). Buyer as provided above, Seller shall also deliver have the right until the Close of Escrow to Purchaser within ten have the exceptions removed or corrected by the Title Company or to extend the Closing for a period not to exceed fifteen (1015) days until such exceptions have been removed or corrected for approval by Buyer. If Seller is unable to have such exceptions removed or corrected by the Title Company for approval by Buyer, Buyer may elect to either (i) waive such exceptions or disapprovals; or (ii) terminate this Agreement upon written notice of the date termination of this Agreement a copy of the most recent survey in Seller’s possession, custody or control of the Leased Land. Within ten to Seller and Escrow Holder no later than five (105) days after written notice from Seller that the exceptions will not be removed. Buyer's failure to so terminate within the five (5) business day period constitutes a waiver of receipt of the later of the Exception Matters Buyer's termination rights and survey, Purchaser shall notify Seller of any for this reason such title exceptions to which it objects (“Disapproved Exceptions”). Purchaser shall be deemed approved. If the Agreement is terminated by Buyer as provided above, Escrow Holder shall return to have approved all title exceptions except for objections made within Buyer the above-mentioned ten (10) day period, Purchase Price Deposit plus accrued interest and each the Escrow shall constitute a “Permitted Exception.” Further, notwithstanding anything to terminate. Upon such termination Seller shall pay the contrary contained herein, all of the following shall also constitute Permitted Exceptions (regardless of whether Purchaser Escrow costs if Buyer in good faith disapproves of them): (i) real estate taxes and assessments, personal property taxes for the year 2005 and thereafter, water and/or meter charges, sewer taxes, charges or rents, in each case not yet due and payable; (ii) liens, encumbrances or other matters made, created or suffered by or on behalf of Purchaser, including, without limitation, liens arising as a result of any act or omission of Purchaser or Purchaser’s agents, contractors or representatives; (iii) zoning and other land use restrictions and ordinances; (iv) the existing lease with the Trust; (v) consents previously granted by any former owner of the Leased Land for the erection of any structure or structures on, under or above any street or streets on which the Leased Land may abut; (vi) liens for any unpaid real estate tax, water charge, sewer rent and assessment, provided Purchaser receives a credit for such sums in an amount sufficient to discharge such liens at the Closing in accordance with this Agreement; (vii) any liens or encumbrances as to which the Title Company will insure, or commit to insure, Purchaser against loss or forfeiture condition of title to, or collection from the Assets without additional cost to Purchaser, whether not corrected by payment, bonding, indemnity of Seller or Trust or otherwise; (viii) the revocable nature of the right, if any, to maintain street and sidewalk vaults and other vault spaces, coal chutes, excavations, canopies, marquees and signs; and (ix) any other leases, liens, encumbrances or other exceptions which are approved by Purchaser pursuant to Section 5.1(b) belowSeller.

Title Exceptions. Seller shall obtain a Title Report from the Title Insurer for each of the Properties and deliver a copy thereof to Buyer on or before thirty (30) days after mutual execution and delivery of this Agreement but shall have no obligation to deliver surveys for the Properties. Buyer shall have ten (10) days from the date of its receipt of each Title Report and survey to object to any exception to title appearing in the Title Report or survey (for each Property an "Objection" and collectively "Objections") which materially impairs marketability of title by delivering written notice to the Seller. If Buyer fails to object as prescribed in this section then the Buyer acknowledges and agrees that such exception shall be a Permitted Exception and Buyer shall be obligated to proceed with the Closing and take title to the Properties subject to such exceptions to title without a reduction of the Purchase Price. (a) On Upon receipt of such Objection, Seller shall have the date right, but not the obligation, to seek to eliminate, cure or correct such exceptions to title. If such exceptions to title in Seller's sole and exclusive judgment can be cured or corrected and if Seller notifies Buyer not later than 5:00 p.m. (New York time) within ten (10) days after receipt of all Objections to the Property(ies) to seek to cure or correct same, then (1) Seller shall have the right to adjourn the Closing for such Property(ies) for such period, not to exceed ninety (90) days as shall, in Seller's discretion reasonably exercised, be required in order to cure such exceptions to title and Buyer shall be obligated to purchase on the Closing Date all Properties not objected to as provided above and the Purchase Price shall be reduced by the consideration attributable to the affected Property(ies) as shown on Schedule 1; (2) Seller shall give Buyer written notice upon the correction of an Objection roperty and Buyer shall purchase such Property, according to the terms hereof, Seller will order from Northern Nevada Title Company (the “Title Company”), and cause the Title Company to deliver to Purchaser on a mutually agreeable closing date within ten (10) days of the date of this Agreement, a preliminary title report with respect to the Leased Land, together with copies of all such notice; and (3) if such exceptions to title appearing in such report (can only be satisfied by the “Exception Matters”). payment of money, Seller shall also deliver be entitled to Purchaser within ten (10) days apply a portion of the date Purchase Price payable on such Closing Date for such Property(ies) in order to cure or correct same. If Seller fails to notify Buyer of this Agreement a copy of the most recent survey in Seller’s possession, custody or control of the Leased Land. Within ten (10) days of receipt of the later of the Exception Matters and survey, Purchaser shall notify Seller of any title its election to seek to cure such exceptions to which it objects (“Disapproved Exceptions”). Purchaser title, Seller shall be deemed to have approved all title exceptions except for objections made within the above-mentioned ten (10) day period, and each shall constitute a “Permitted Exceptionelected NOT to seek to cure same.” Further, notwithstanding anything to the contrary contained herein, all of the following shall also constitute Permitted Exceptions (regardless of whether Purchaser disapproves of them): (i) real estate taxes and assessments, personal property taxes for the year 2005 and thereafter, water and/or meter charges, sewer taxes, charges or rents, in each case not yet due and payable; (ii) liens, encumbrances or other matters made, created or suffered by or on behalf of Purchaser, including, without limitation, liens arising as a result of any act or omission of Purchaser or Purchaser’s agents, contractors or representatives; (iii) zoning and other land use restrictions and ordinances; (iv) the existing lease with the Trust; (v) consents previously granted by any former owner of the Leased Land for the erection of any structure or structures on, under or above any street or streets on which the Leased Land may abut; (vi) liens for any unpaid real estate tax, water charge, sewer rent and assessment, provided Purchaser receives a credit for such sums in an amount sufficient to discharge such liens at the Closing in accordance with this Agreement; (vii) any liens or encumbrances as to which the Title Company will insure, or commit to insure, Purchaser against loss or forfeiture of title to, or collection from the Assets without additional cost to Purchaser, whether by payment, bonding, indemnity of Seller or Trust or otherwise; (viii) the revocable nature of the right, if any, to maintain street and sidewalk vaults and other vault spaces, coal chutes, excavations, canopies, marquees and signs; and (ix) any other leases, liens, encumbrances or other exceptions which are approved by Purchaser pursuant to Section 5.1(b) below.

Title Exceptions. If the Survey or the Title Commitment show exceptions to title or matters affecting the immovable property aspects of the Premises which are objectionable to Tenant (a) On other than those expressly consented to or waived by Tenant in writing and the date hereofstandard printed exceptions, Seller will order from Northern Nevada which shall be modified in the Title Company (the “Title Company”Policy as specified in Section 13.11(b)), and cause Tenant shall, within fifteen (15) days after its receipt of the last of the Survey, the Title Company to Commitment, and true and accurate copies of all documents attendant thereto, deliver to Purchaser within ten Landlord written objections thereto. Landlord shall have fifteen (1015) days of after the date of this Agreementdelivery by Tenant to Landlord of such objections to cure such defects and to present a revised Survey and a revised Title Commitment on the basis of which the Closing may occur as provided herein, a preliminary title report with respect and the Closing shall be extended to the Leased Land, together with copies of all exceptions such extent as may be necessary for Landlord to title appearing in cure such report defects (the “Exception Matters”but not more than fifteen (15) days unless Tenant agrees otherwise). Seller Landlord shall also deliver use commercially reasonable efforts and all due diligence to Purchaser cure such defects, but shall not be required to incur unreasonable costs to do so. If such defects have not been cured within ten such fifteen (10) days of the date of this Agreement a copy of the most recent survey in Seller’s possession, custody or control of the Leased Land. Within ten (10) days of receipt of the later of the Exception Matters and survey, Purchaser shall notify Seller of any title exceptions to which it objects (“Disapproved Exceptions”). Purchaser shall be deemed to have approved all title exceptions except for objections made within the above-mentioned ten (1015) day period, Tenant may (a) extend the time for Landlord to cure such defects, (b) undertake the cure of such defects on behalf and each in the name of Landlord but at Tenant's expense, or (c) revoke its exercise of the Option. If requested by Tenant, Landlord covenants and agrees to execute a separate power of attorney in recordable form pursuant to which Landlord shall grant Tenant the power to act for Landlord as set forth above. All title exceptions at any time expressly consented to or waived in writing by Tenant, together with the standard printed exceptions to the Title Policy as modified as specified in Section 13.11(b), shall constitute the "Permitted Encumbrances." Landlord agrees that neither the SouthTrust Mortgage nor the City Mortgage nor any other deed of trust lien or mortgage now or hereafter encumbering its fee title to the Premises shall constitute a “Permitted ExceptionEncumbrance, and Landlord will cause all such mortgages and deed of trust liens to be fully discharged and released at or before the Closing.” Further, notwithstanding anything to the contrary contained herein, all of the following shall also constitute Permitted Exceptions (regardless of whether Purchaser disapproves of them): (i) real estate taxes and assessments, personal property taxes for the year 2005 and thereafter, water and/or meter charges, sewer taxes, charges or rents, in each case not yet due and payable; (ii) liens, encumbrances or other matters made, created or suffered by or on behalf of Purchaser, including, without limitation, liens arising as a result of any act or omission of Purchaser or Purchaser’s agents, contractors or representatives; (iii) zoning and other land use restrictions and ordinances; (iv) the existing lease with the Trust; (v) consents previously granted by any former owner of the Leased Land for the erection of any structure or structures on, under or above any street or streets on which the Leased Land may abut; (vi) liens for any unpaid real estate tax, water charge, sewer rent and assessment, provided Purchaser receives a credit for such sums in an amount sufficient to discharge such liens at the Closing in accordance with this Agreement; (vii) any liens or encumbrances as to which the Title Company will insure, or commit to insure, Purchaser against loss or forfeiture of title to, or collection from the Assets without additional cost to Purchaser, whether by payment, bonding, indemnity of Seller or Trust or otherwise; (viii) the revocable nature of the right, if any, to maintain street and sidewalk vaults and other vault spaces, coal chutes, excavations, canopies, marquees and signs; and (ix) any other leases, liens, encumbrances or other exceptions which are approved by Purchaser pursuant to Section 5.1(b) below.

Title Exceptions. (a) On the date hereof, Seller will order from Northern Nevada Title Company (the “Title Company”), and cause If the Title Company to deliver to Purchaser within ten (10) days of issues any additional supplements before the date of this Agreement, a preliminary title report with respect Closing Date that add exceptions to the Leased LandPreliminary Title Report, together Buyer shall have five (5) business days after delivery to Buyer of each supplement with copies of all exceptions documents referred to title appearing in the supplements to approve or disapprove, in Buyer's sole discretion, these supplements by written notice to Seller and Escrow Holder. If Buyer fails to so approve or disapprove such report items within this five (the “Exception Matters”)5) business day period, it shall be conclusively presumed that Buyer has approved these supplements. Seller shall also deliver to Purchaser within ten (10) days of the date of this Agreement a copy of the most recent survey in Seller’s possession, custody or control of the Leased Land. Within ten (10) days of receipt of the later of the Exception Matters and survey, Purchaser shall notify Seller of If there are any title exceptions not approved (or deemed approved) by Buyer as provided above, Seller shall have the right until the close of Escrow to have the exceptions removed or corrected by the Title Company or to extend the Closing Date for a period not to exceed five (5) business days until such exceptions have been removed or corrected for approval by Buyer, which it objects shall not be unreasonably withheld or delayed. If Seller is unable to have such exceptions removed or corrected by the Title Company for approval by Buyer, which shall not be unreasonably withheld or delayed, Buyer may elect, upon written notice to Seller and Escrow Holder no later than five (“Disapproved Exceptions”)5) days after written notice from Seller that the exceptions will not be removed, to either (i) waive such exceptions or disapprovals; or (ii) terminate this Agreement. Purchaser Buyer's failure to so terminate within the five (5) day period constitutes a waiver of Buyer's termination rights and for this reason such title exceptions shall be deemed approved. If the Agreement is terminated by Buyer as provided above, Escrow Holder shall return to have approved all title exceptions except for objections made within Buyer any Deposit being held in Escrow plus accrued interest and the above-mentioned ten (10) day period, and each Escrow shall constitute a “Permitted Exception.” Further, notwithstanding anything to terminate. Upon such termination Seller shall pay the contrary contained herein, all of the following shall also constitute Permitted Exceptions (regardless of whether Purchaser Escrow costs if Buyer reasonably disapproves of them): (i) real estate taxes and assessments, personal property taxes for the year 2005 and thereafter, water and/or meter charges, sewer taxes, charges or rents, in each case not yet due and payable; (ii) liens, encumbrances or other matters made, created or suffered by or on behalf of Purchaser, including, without limitation, liens arising as a result of any act or omission of Purchaser or Purchaser’s agents, contractors or representatives; (iii) zoning and other land use restrictions and ordinances; (iv) the existing lease with the Trust; (v) consents previously granted by any former owner of the Leased Land for the erection of any structure or structures on, under or above any street or streets on which the Leased Land may abut; (vi) liens for any unpaid real estate tax, water charge, sewer rent and assessment, provided Purchaser receives a credit for such sums in an amount sufficient to discharge such liens at the Closing in accordance with this Agreement; (vii) any liens or encumbrances as to which the Title Company will insure, or commit to insure, Purchaser against loss or forfeiture condition of title to, or collection from the Assets without additional cost to Purchaser, whether not corrected by payment, bonding, indemnity of Seller or Trust or otherwise; (viii) the revocable nature of the right, if any, to maintain street and sidewalk vaults and other vault spaces, coal chutes, excavations, canopies, marquees and signs; and (ix) any other leases, liens, encumbrances or other exceptions which are approved by Purchaser pursuant to Section 5.1(b) belowSeller.

Title Exceptions. Seller has provided access to current title insurance commitments (a“Title Commitments”) On and copies of all exception documents for each Site issued by or on behalf of First American Title Insurance Company in a form sufficient to comply with the date hereof, requirements of Section 6.4(a). Surveys (“Surveys”) for certain Sites have been provided by the Seller will order from Northern Nevada Title Company on the same basis (the “Title Company”), Commitments and cause the Title Company Surveys shall be referred to deliver to Purchaser within ten (10) days of the date of this Agreement, a preliminary title report with respect to the Leased Land, together with copies of all exceptions to title appearing in such report (as the “Exception Matters”). Seller shall also deliver to Purchaser within ten (10) days of the date of this Agreement a copy of the most recent survey in Seller’s possession, custody or control of the Leased Land. Within ten (10) days of receipt of the later of the Exception Matters and survey, Purchaser shall notify Seller of any title exceptions to which it objects (“Disapproved ExceptionsTitle Documents”). Purchaser shall have twenty-five (25) days following the Execution Date (the “Title Review Period”) within which to examine the Title Documents and give written notice to Seller, within the Title Review Period, specifying the title defects and/or objectionable exceptions (the “Title Defects”). Current taxes not delinquent, restrictions of record in favor of BP Products North America, Inc., its affiliates, successor or assigns as described on Schedule 1.4(c) (the “BP Restrictions”), Sale Contracts to the extent the Site is a Site Under Contract for Sale, matters of title which do not unreasonably interfere with the continued operation of the Business at the Sites or any of the Assets, matters that would be disclosed by a survey (other than the Surveys) and any exception in the Title Documents that could be removed by providing the title company with a survey (other than the Surveys), monetary liens encumbering Leased Sites which were not created or caused by Seller’s actions, and exceptions to title that Purchaser does not object to during the Title Review Period shall be “Permitted Liens” and shall not constitute Title Defects. Any mortgage lien or other financing document of record in favor of Xxxxx Fargo Bank, N.A., or any other lender, will be discharged at Closing and shall not be considered a Title Defect (“Mortgage Debt Liens”). In the event that Purchaser notifies Seller within the Title Review Period of any Title Defects, Seller shall have fifteen (15) days following receipt of Purchaser’s notice (“Title Defects Cure Period”) to attempt to cure or remove the Title Defects. Seller shall use commercially reasonable and good faith efforts to cure or remove all of the Title Defects but Seller shall not be required to initiate litigation to do so. If Seller fails to cure any of the Title Defects within the Title Defects Cure Period and Purchaser does not waive such uncured Title Defects, then (i) each applicable Site shall be designated as a Rejected Site, (ii) Purchaser and Seller shall proceed to Closing on the remaining Sites (subject to Section 1.4(a) above and Sections 1.8(c) and 5.2 below) as scheduled, (iii) the Purchase Price shall be reduced by the amount allocated to each such Rejected Site on Schedule 1.3(a), and (iv) a prorated portion of the Xxxxxxx Money applicable to each such Rejected Site (determined by reference to Schedule 1.3(a)) shall be retained by the Escrow Closing Agent. In regard to each such Rejected Sites, the parties shall be deemed to have approved all title exceptions except for objections made agreed to defer the Closing of this Agreement with respect to each such Rejected Site until the Seller has cured the Title Defect applicable to such Rejected Site, provided that if any such Title Defect is not cured within twelve (12) months after Closing, this Agreement shall be terminated with respect to each such Rejected Site and the above-mentioned ten (10portion of the Purchase Price allocated to each such Rejected Site on Schedule 1.3(a) day period, and each shall be deemed to constitute a “Permitted Exception.” Further, notwithstanding anything reduction of the Purchase Price and that portion of the Xxxxxxx Money applicable to each such Rejected Site shall be refunded to the contrary contained herein, all of the following shall also constitute Permitted Exceptions (regardless of whether Purchaser disapproves of them): (i) real estate taxes and assessments, personal property taxes for the year 2005 and thereafter, water and/or meter charges, sewer taxes, charges or rents, in each case not yet due and payable; (ii) liens, encumbrances or other matters made, created or suffered by or on behalf of Purchaser, including, without limitation, liens arising as a result of any act or omission of Purchaser or Purchaser’s agents, contractors or representatives; (iii) zoning and other land use restrictions and ordinances; (iv) the existing lease with the Trust; (v) consents previously granted by any former owner of the Leased Land for the erection of any structure or structures on, under or above any street or streets on which the Leased Land may abut; (vi) liens for any unpaid real estate tax, water charge, sewer rent and assessment, provided Purchaser receives a credit for such sums in an amount sufficient to discharge such liens at the Closing in accordance with this Agreement; (vii) any liens or encumbrances as to which the Title Company will insure, or commit to insure, Purchaser against loss or forfeiture of title to, or collection from the Assets without additional cost to Purchaser, whether by payment, bonding, indemnity of Seller or Trust or otherwise; (viii) the revocable nature of the right, if any, to maintain street and sidewalk vaults and other vault spaces, coal chutes, excavations, canopies, marquees and signs; and (ix) any other leases, liens, encumbrances or other exceptions which are approved by Purchaser pursuant to Section 5.1(b) below.