Common use of Title Matters Clause in Contracts

Title Matters. Purchaser agrees, promptly upon the execution of this Agreement, at its sole cost and expense, to obtain a title commitment (the "Title Commitment") from a reputable title company authorized to do business in the State of Connecticut (the "Title Company") and to direct the Title Company to deliver a copy of such Title Commitment to Seller simultaneously with the delivery of the same to Purchaser. Purchaser shall have until the expiration of the Due Diligence Review Period in which to notify Seller in writing (the "Title Objection Notice") of any objections Purchaser has to the title to the Property. If Purchaser does not deliver a Title Objection Notice to Seller prior to the expiration of the Due Diligence Review Period, all encumbrances reflected in the Title Commitment shall thereafter constitute "Permitted Encumbrances". Seller agrees to pay one-half the costs of an ALTA Survey of the Realty if required in connection with obtaining title insurance. Seller shall use reasonable efforts to cure all matters set forth in the Title Objection Notice prior to the Closing unless Seller gives Purchaser notice within five (5) days after receiving the Title Objection Notice that it cannot or will not cure such matters, in which case Purchaser shall have five (5) days after receiving Seller's notice to elect either to accept title subject to such matters or terminate this Agreement in which case the Earnest Money and all interest earned thereon shall be promptly refunded to Xxxxxxser and this Agreement shall be null and void and of no further force or effect. Notwithstanding the foregoing, Seller shall be obligated on or prior to the Closing to remove all monetary liens (including without limitation mechanics liens and tax liens) and similar encumbrances related to the payment of money except for environmental liens. Purchaser shall not be deemed to have elected to accept title subject to any encumbrance which is placed on the Property after the expiration of the Due Diligence Review Period and not removed prior Closing.

Title Matters. Purchaser agrees, promptly upon the Prior to execution of this Agreement, at its sole cost the HSD Parties ------------- have ordered from the Title Company and expensedirected the Title Company promptly to deliver to the Company a preliminary title commitment, for an ALTA extended owner's policy of title insurance with respect to obtain a each of the Properties, together with complete and legible copies of all instruments and documents referred to as exceptions to title commitment (collectively, the "Title CommitmentCommitments") from a reputable title company authorized to do business in the State of Connecticut (the "Title Company") and to direct the Title Company to deliver a copy of such Title Commitment to Seller simultaneously with the delivery of the same to Purchaser). Purchaser shall have until the expiration of the Due Diligence Review Period in which to notify Seller in writing (the "Title Objection Notice") of any objections Purchaser has to the title to the Property. If Purchaser does not deliver a Title Objection Notice to Seller prior ----------------- Prior to the expiration of the Due Diligence Review Period, all encumbrances reflected in the Company shall give the HSD Parties notice of any title exceptions (other than Permitted Encumbrances) which adversely affect any Property and as to which the Company reasonably objects. If, for any reason, the HSD Parties are unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Title Commitment Commitments, the HSD Parties shall thereafter constitute "Permitted Encumbrances". Seller agrees to pay one-half give the costs of an ALTA Survey Company notice thereof; it being understood and agreed that the failure of the Realty if required in connection with obtaining title insurance. Seller shall use reasonable efforts HSD Parties to cure all matters set forth in the Title Objection Notice prior to the Closing unless Seller gives Purchaser give such notice within five ten (510) days Business Days after receiving the Title Objection Notice that it canCompany's notice of objection shall be deemed an election by the HSD Parties not or will not cure to remedy such matters. If the HSD Parties shall be unable or unwilling to remove any title defects to which the Company has reasonably objected, the Company may elect (i) to designate such Property an Excluded Property, in which case Purchaser event, the Purchase Price shall have five be reduced by the Allocable Purchase Price of the affected Property or (5ii) days after receiving Seller's to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. The Company shall make any such election by written notice to elect either to accept title subject to such matters or terminate this Agreement in which case the Earnest Money and all interest earned thereon shall be promptly refunded to Xxxxxxser and this Agreement shall be null and void and of no further force or effect. Notwithstanding the foregoing, Seller shall be obligated HSD Parties given on or prior to the Closing fifth Business Day after the HSD Parties' notice of their unwillingness or inability to remove all monetary liens (including without limitation mechanics liens and tax liens) and similar encumbrances related cure such defect. Failure of the Company to the payment of money except for environmental liens. Purchaser give such notice shall not be deemed an election by the Company to have elected to accept title subject to any encumbrance which is placed on the Property after the expiration of the Due Diligence Review Period proceed in accordance with clause (ii) above and not removed prior Closingsuch exception shall be deemed a Permitted Encumbrance.

Title Matters. The Purchaser agreesacknowledges receipt of a commitment for ------------- an ALTA extended owner's policy of title insurance with respect to each of the Properties, promptly upon together with complete and legible copies of all instruments and documents referred to as exceptions to title (collectively, the execution "Title ----- Commitments"). ----------- Within ten (10) Business Days after the date of this Agreement, at its sole cost the Purchaser shall give the Seller notice of any title exceptions (other than Permitted Encumbrances) which adversely affect such Property in any material respect and expenseas to which the Purchaser reasonably objects. If, for any reason, the Seller is unable or unwilling to obtain a take such actions as may be required to cause such exceptions to be removed from the Title Commitments, the Seller shall give the Purchaser notice thereof; it being understood and agreed that the failure of the Seller to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the Seller to remedy such matters. If the Seller shall be unable or unwilling to remove any title commitment defects to which the Purchaser has reasonably objected, the Purchaser may elect (i) to terminate this Agreement or (ii) to consummate the "Title Commitment") from a reputable transactions contemplated hereby, notwithstanding such title company authorized to do business defect, without any abatement or reduction in the State of Connecticut (the "Title Company") and to direct the Title Company to deliver a copy of such Title Commitment to Seller simultaneously with the delivery of the same to PurchaserPurchase Price on account thereof. The Purchaser shall have until the expiration of the Due Diligence Review Period in which to notify Seller in writing (the "Title Objection Notice") of make any objections Purchaser has such election by written notice to the title Seller given on or to the Property. If Purchaser does not deliver a Title Objection Notice to Seller prior to fifth Business Day after the expiration of the Due Diligence Review Period, all encumbrances reflected in the Title Commitment shall thereafter constitute "Permitted Encumbrances". Seller agrees to pay one-half the costs of an ALTA Survey of the Realty if required in connection with obtaining title insurance. Seller shall use reasonable efforts to cure all matters set forth in the Title Objection Notice prior to the Closing unless Seller gives Purchaser notice within five (5) days after receiving the Title Objection Notice that it cannot or will not cure such matters, in which case Purchaser shall have five (5) days after receiving Seller's notice of its inability or unwillingness to elect either cure such defect. Failure of the Purchaser to accept title subject to give such matters or terminate this Agreement in which case the Earnest Money and all interest earned thereon notice shall be promptly refunded deemed an election by the Purchaser to Xxxxxxser and this Agreement shall be null and void and of no further force or effect. Notwithstanding the foregoing, Seller shall be obligated on or prior to the Closing to remove all monetary liens proceed in accordance with clause (including without limitation mechanics liens and tax liensii) and similar encumbrances related to the payment of money except for environmental liens. Purchaser shall not be deemed to have elected to accept title subject to any encumbrance which is placed on the Property after the expiration of the Due Diligence Review Period and not removed prior Closingabove.

Title Matters. Purchaser agrees, promptly upon has received from the execution Title ------------- Company a preliminary title commitment for a fee policy having an effective date after the date of this the Original Agreement, at its sole cost for an ALTA (or such other form reasonably approved by Purchaser) owner's policy of title insurance with respect to the Property, together with complete and expenselegible copies of all instruments and documents referred to as exceptions to title (collectively, to obtain a title commitment (the "Title ----- Commitment") from a reputable title company authorized to do business ). Except as set forth in the State of Connecticut (the "Title Company") and Diligence Notice, Purchaser ---------- acknowledges that it does not have any other objections to direct title exceptions shown on the Title Company Commitment. Seller acknowledges and agrees that Seller shall attempt to deliver a copy of such Title Commitment to Seller simultaneously remedy the objections set forth in the Diligence Notice with the delivery of the same to Purchaser. Purchaser shall have until the expiration of the Due Diligence Review Period in which to notify Seller in writing (the "Title Objection Notice") of any objections Purchaser has to the title respect to the Property. If Purchaser does not deliver a Title Objection Notice to Seller prior to the expiration of the Due Diligence Review Period, all encumbrances reflected in the Title Commitment shall thereafter constitute "Permitted Encumbrances". Seller agrees to pay one-half the costs of an ALTA Survey of the Realty if required in connection with obtaining title insurance. Seller shall use reasonable efforts have the right to cure all matters set forth in the Title Objection Notice prior to adjourn the Closing unless Seller gives Purchaser notice within five Date pursuant to Section 3.6 for up to ninety (590) days after receiving the Title Objection Notice that it cannot or will not cure for such matterspurpose. If Seller ----------- shall be unable to remove any such title defects to which Purchaser has objected in accordance with this Section 3.3, in which case Purchaser shall have five may elect (5i) days after receiving Seller's notice to elect either to accept title subject to such matters or terminate this ----------- Agreement in which case the Earnest Money and all interest earned thereon shall be promptly refunded to Xxxxxxser and this Agreement shall be null and void and of no further force and effect, except as otherwise expressly provided herein, or effect(ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the earlier of the Closing Date or the fifth Business Day after Seller's notice of its inability to cure such defect, and time shall be of the essence with respect to the giving of such notices by Purchaser. Failure of Purchaser to give such notice shall be deemed an election by Purchaser to proceed in accordance with clause (ii) above, and such exception shall be a Permitted Encumbrance. Notwithstanding the foregoing, Seller shall be obligated on or prior to the Closing take any and all actions necessary to remove all monetary liens as a title exception (including without limitation mechanics liens and tax liens) and similar encumbrances related to the payment of money except for environmental liens. Purchaser shall not be deemed have the aforesaid option to have elected to accept title subject to not cure) any encumbrance which is placed on the Property mortgages, deeds of trust, judgments and other liens of a monetary nature, as well as any liens or encumbrances created, permitted or suffered by Seller from and after the expiration date of the Due Diligence Review Period and not removed prior ClosingNotice.

Title Matters. Purchaser agreesOn or before thirty (30) days after the date of acceptance of such offer by the Assignee, promptly upon the execution Assignee may deliver to Sublessor a written statement of objections, if any, to title matters affecting Sublessor's interest in the Premises. Prior to, or concurrently with, closing, Sublessor may cure or remove or cause to be affirmatively insured against any such title matters to which Sublessee has objected which are not Existing Title Exceptions or otherwise permitted under the provisions of this Agreement, at its sole cost and expense, to obtain a title commitment Paragraph 36 (the "Title CommitmentObjections") from a reputable title company authorized ). In the event that prior to do business in the State of Connecticut (the "Title Company") and closing Sublessor fails or refuses to direct cure or remove or cause to be affirmatively insured against the Title Company Objections, Sublessee shall have the right to deliver a copy terminate and rescind the acceptance of such Title Commitment offer and any obligation of Sublessee to Seller simultaneously with purchase the delivery of the same to Purchaser. Purchaser shall have until the expiration of the Due Diligence Review Period in which to notify Seller in writing (the "Title Objection Notice") of any objections Purchaser has to the title to the Property. If Purchaser does not deliver a Title Objection Notice to Seller prior to the expiration of the Due Diligence Review Period, all encumbrances reflected in the Title Commitment shall thereafter constitute "Permitted Encumbrances". Seller agrees to pay one-half the costs of an ALTA Survey of the Realty if required in connection with obtaining title insurance. Seller shall use reasonable efforts to cure all matters set forth in the Title Objection Notice prior to the Closing unless Seller gives Purchaser notice within five (5) days after receiving the Title Objection Notice that it cannot or will not cure such mattersPremises, in which case Purchaser event Sublessee shall be deemed not to have accepted such offer and the rights of the parties shall be determined under this Paragraph 36 accordingly. Sublessor shall cure or remove or cause to be affirmatively insured against any Title Objections which can be cured solely by the payment of money, such as a deed to secure debt, mechanic's or materialman's lien or similar matters, and any Title Objection resulting from the actions of Sublessor occurring after the date of Sublessor's written notice to Sublessee under the first sentence of this Paragraph 36. In the event that prior to closing Sublessor fails or refuses to cure or remove or cause to be affirmatively insured against any of the Title Objections described in the immediately preceding sentence, Sublessor shall be in default and Sublessee shall have five (5) days after receiving Seller's notice the right to elect either to accept title subject to such matters or terminate this Agreement in which case the Earnest Money any and all interest earned thereon shall be promptly refunded to Xxxxxxser and this Agreement shall be null and void and remedies available at law or in equity and, without limitation of no further force or effect. Notwithstanding the foregoing, Seller Sublessee shall be obligated on or prior have the right to terminate and rescind the Closing acceptance of such offer and any obligation of Sublessee to remove all monetary liens (including without limitation mechanics liens and tax liens) and similar encumbrances related to purchase the payment interest of money except for environmental liens. Purchaser shall not be deemed to have elected to accept title subject to any encumbrance which is placed on the Property after the expiration of the Due Diligence Review Period and not removed prior ClosingSublessor under this Paragraph 36.

Title Matters. (a) The Purchaser agrees, promptly upon acknowledges that the execution of this Agreement, at its sole cost and expense, Purchaser has had the opportunity to obtain a review current title commitment (the "Title Commitment") from a reputable title company authorized to do business in the State of Connecticut (the "Title Company") and to direct reports issued by the Title Company as of various dates prior to deliver a copy of such Title Commitment to Seller simultaneously with the delivery date hereof for all of the same Real Property, certain underlying exception documents in connection therewith and certain surveys, copies of which have been provided to Purchaserthe Purchaser prior to the date hereof and which are listed on Schedule 5.13(a) hereto (collectively, the “Pre-Signing Title Documents”) and that the Purchaser has concluded that except for those title matters described on Schedule 5.13(a)(i) (as to which an ALTA survey is required in order to confirm whether such matter is a Title Defect), the standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of the Seller and Schedule 5.13(a)(ii) (which Purchaser objects to as Title Defects), the matters disclosed in the Pre-Signing Title Documents are Permitted Encumbrances. The Purchaser shall have until the expiration right to object in writing to any Title Defects (other than Permitted Encumbrances) (i) that are title matters that were not included or disclosed in the Pre-Signing Title Documents or that are standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of the Due Diligence Review Period in Seller or (ii) that are set forth on Schedule 5.13(a)(i) or Schedule 5.13(a)(ii), within ten (10) Business Days after the later of (i) the date hereof and (ii) the date upon which to notify Seller in writing (the "Title Objection Notice") of any objections Purchaser has obtained the necessary documentation (which shall include the document relating to such Title Defect and, if a survey is reasonably required to evaluate the title nature or impact of the Title Defect, an ALTA survey of the subject Owned Real Property from which the nature or impact of the Title Defect can be evaluated) to the Property. If Purchaser does not deliver make a Title Objection Notice to Seller (but in any event prior to the expiration seventh (7th) Business Day before the Closing; provided, that the necessary documentation with respect to a given Title Defect has been obtained by the Purchaser not less than three (3) days prior to such seventh (7th) Business Day; provided, further, that Title Defects shall not include any title matters that arise on or after the Closing Date). Any written notice delivered by the Purchaser to the Seller in accordance with the requirements of the Due Diligence Review Period, all encumbrances reflected preceding sentence shall include the basis (in reasonable detail) for the Title Commitment shall thereafter constitute "Purchaser’s position that such matter is not a Permitted Encumbrances". Seller agrees to pay one-half the costs of an ALTA Survey of the Realty if required in connection with obtaining title insurance. Seller shall use reasonable efforts to cure all matters set forth in the Title Objection Notice prior to the Closing unless Seller gives Purchaser notice within five (5) days after receiving the Title Objection Notice that it cannot or will not cure such matters, in which case Purchaser shall have five (5) days after receiving Seller's notice to elect either to accept title subject to such matters or terminate this Agreement in which case the Earnest Money and all interest earned thereon shall be promptly refunded to Xxxxxxser and this Agreement shall be null and void and of no further force or effect. Notwithstanding the foregoing, Seller shall be obligated on or prior to the Closing to remove all monetary liens (including without limitation mechanics liens and tax liens) and similar encumbrances related to the payment of money except for environmental liens. Purchaser shall not be deemed to have elected to accept title subject to any encumbrance which is placed on the Property after the expiration of the Due Diligence Review Period and not removed prior ClosingEncumbrance.

Title Matters. Purchaser agreesThe Contributor has reviewed a CLTA Preliminary Title Report covering the Real Property and the Improvements, promptly upon (the execution "Preliminary Title Report"), issued by Fidelity National Title Company ("Title Company"), together with true copies of all documents evidencing matters of record shown as exceptions to title thereon. The Contributor has caused to be delivered to OP a copy of a preexisting survey of the Property prepared by Pafford & Associates (xxx "Xurvey"). OP has caused the same to be so updated at OP's sole cost and expense. OP may on or before the Effective Date object to any exceptions contained in the Preliminary Title Report or the Survey (or updated Survey) by giving notice to Contributor. Notwithstanding any of the foregoing, OP shall at Closing receive a credit to the Consideration sufficient to pay off all encumbrances, tax and mechanic's liens (except only for the liens of the taxes and assessments to be prorated to the OP). Unless OP gives written notice that it disapproves any such exceptions to title matters, stating the exceptions so disapproved, OP shall be deemed to have approved said exceptions. OP's approval of the Preliminary Title Report and Survey shall be without prejudice to OP's right to disapprove additional title matters resulting from any supplemen tary reports issued by Title Company or disclosed after the Effective Date; provided, however, OP's approval shall not be unreasonably withheld. If for any reason, on or before the Closing Date Contributor does not cause such exceptions to title or survey matters which OP timely disapproves (to the extent OP is permitted hereunder to so disapprove) to be removed at no cost or expense to OP (Contributor having the right but not the obligation to do so), the obligation of Contributor to contribute, and OP to acquire, the Property as herein provided shall terminate (and the Contributor and OP shall have no further obligations in connection herewith). OP shall have the option to waive the condition precedent set forth in this paragraph by notice to the Contributor. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report, the Survey or any updated Survey obtained by OP which are not timely objected to by OP shall be permitted exceptions to title and shall additionally include (i) any title or survey matters objected to by OP, which objections are subsequently waived in writing by OP, and (ii) any title or survey matters objected to by OP in accordance with the terms and provisions of this Agreement, at its sole cost which objections are cured to OP's satisfaction, (iii) real estate taxes and expense, to obtain a title commitment assessments not yet due and payable; and (iv) the "Title Commitment") from a reputable title company authorized to do business printed exceptions which appear in the State standard form ALTA owner's policy of Connecticut title insurance (the "Title Company") and to direct the Title Company to deliver a copy of such Title Commitment to Seller simultaneously with the delivery of the same to Purchaser. Purchaser shall have until the expiration of the Due Diligence Review Period in which to notify Seller in writing (the "Title Objection Notice") of any objections Purchaser has to the title to the Property. If Purchaser does not deliver a Title Objection Notice to Seller prior to the expiration of the Due Diligence Review Period, all encumbrances reflected in the Title Commitment shall thereafter constitute "Permitted Encumbrances". Seller agrees to pay one-half the costs of an ALTA Survey of the Realty if required in connection with obtaining title insurance. Seller shall use reasonable efforts to cure all matters set forth in the Title Objection Notice prior to the Closing unless Seller gives Purchaser notice within five (5) days after receiving the Title Objection Notice that it cannot or will not cure such matters, in which case Purchaser shall have five (5) days after receiving Seller's notice to elect either to accept title subject to such matters or terminate this Agreement in which case the Earnest Money and all interest earned thereon shall be promptly refunded to Xxxxxxser and this Agreement shall be null and void and of no further force or effect. Notwithstanding the foregoing, Seller shall be obligated on or prior to the Closing to remove all monetary liens (including without limitation mechanics liens and tax liens) and similar encumbrances related to the payment of money except for environmental liens. Purchaser shall not be deemed to have elected to accept title subject to any encumbrance which is placed on the Property after the expiration of the Due Diligence Review Period and not removed prior Closingextended coverage).

Title Matters. Prior to the date hereof, the Sellers and Purchaser agrees, have ordered from the Title Company and directed the Title Company promptly upon to deliver to the execution of this Agreement, at its sole cost Purchaser and expense, to obtain the Sellers a preliminary title commitment for an ALTA extended owner's policy and ALTA leasehold policy of title insurance with respect to each of the Properties, together with complete and legible copies of all instruments and documents referred to as exceptions to title (collectively, the "Title CommitmentCommitments"). Within fifteen (15) Business Days after receipt of a Title Commitment with respect to any Property, the Purchaser shall give the Sellers notice of any title exceptions (other than Permitted Encumbrances) which adversely affect such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the Sellers are unable or unwilling to take such actions as may be required to cause such exceptions to be removed from a reputable title company authorized to do business in the State of Connecticut (the "Title Company") and to direct the Title Company to deliver a copy of such Title Commitment to Seller simultaneously with Commitments, the delivery Sellers shall give the Purchaser notice thereof; it being understood and agreed that the failure of the same Sellers to give such notice within fifteen (15) Business Days after the Purchaser's notice of objection shall be deemed an election by the Sellers not to remedy such matters. Purchaser If the Sellers shall have until be unwilling or unable to remove any title defects to which the expiration of the Due Diligence Review Period in which to notify Seller in writing (the "Title Objection Notice") of any objections Purchaser has reasonably objected, the Purchaser may elect (i) to terminate this Agreement with respect to the title to the affected Property. If Purchaser does not deliver a Title Objection Notice to Seller prior to the expiration of the Due Diligence Review Period, all encumbrances reflected in the Title Commitment shall thereafter constitute "Permitted Encumbrances". Seller agrees to pay one-half the costs of an ALTA Survey of the Realty if required in connection with obtaining title insurance. Seller shall use reasonable efforts to cure all matters set forth in the Title Objection Notice prior to the Closing unless Seller gives Purchaser notice within five (5) days after receiving the Title Objection Notice that it cannot or will not cure such matters, in which case Purchaser shall have five (5) days after receiving Seller's notice to elect either to accept title subject to such matters or terminate this Agreement in which case the Earnest Money and all interest earned thereon shall be promptly refunded to Xxxxxxser and event, this Agreement shall be null and void and of no further force and effect with respect to such Property or effect(ii) to consummate the transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Allocable Purchase Price of the affected Property on account thereof. Notwithstanding The Purchaser shall make any such election by written notice to the foregoing, Seller shall be obligated Sellers given on or prior to the Closing fifth Business Day after the Sellers' notice of their inability or unwillingness to remove all monetary liens (including without limitation mechanics liens and tax liens) and similar encumbrances related cure such defect. Failure of the Purchaser to the payment of money except for environmental liens. Purchaser give such notice shall not be deemed an election by the Purchaser to have elected to accept title subject to any encumbrance which is placed on the Property after the expiration of the Due Diligence Review Period and not removed prior Closingproceed in accordance with clause (ii) above.