Title Review and Cure. During the Inspection Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey or Survey for such Real Property and, no later the expiration of the Inspection Period, Purchaser may deliver to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior to the Closing. Seller shall have no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller shall be deemed to have declined to cure all objections set forth in Purchaser’s Objection Notice. If Seller declines, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to hav...
Title Review and Cure. During the Due Diligence Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. Seller will reasonably cooperate with Purchaser in curing any objections Purchaser may have to title to the Property. Seller shall have no obligation to cure title objections except liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released at the Closing. Seller further agrees to remove any exceptions or encumbrances to title of which are created by, under or through Seller after the Date of this Agreement without Purchaser’s consent. Purchaser may terminate this Agreement and receive a refund of the Exxxxxx Money if the Title Company revises the Title Commitment after the expiration of the Due Diligence Period to add or modify exceptions, or to add or modify the conditions to obtaining any endorsement requested by Purchaser during the Due Diligence Period, if such additions or modifications are not acceptable to Purchaser and are not removed by the Closing Date. The term “Permitted Exceptions” shall mean: the specific exceptions (exceptions that are not part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to insure over or remove from the Title Commitment as of the end of the Due Diligence Period and that Seller is not required to remove as provided above; items shown on the Survey, which have not been removed as of the end of the Due Diligence Period; real estate taxes not yet due and payable; and tenants in possession as tenants only under the Leases without any option to purchase or acquire an interest in the Property.
Title Review and Cure. On the Closing Date, Seller shall convey to Buyer good and indefeasible fee simple title to the Property subject only to the Permitted Exceptions (as defined below), which title shall be insurable at regular rates by Escrow Agent (in such capacity, “Title Company”) under a standard form of Owner’s Policy of Title Insurance, without exception for creditor’s rights (“Title Policy”).
Title Review and Cure. Contributors will cooperate with Xxxx in curing any objections Xxxx may have to title to the Contributed Property; provided however, Contributors shall have no obligation to cure title objections except liens and security interests created by Contributors after the Date of this Agreement, and Contributors agree to remove such exceptions or encumbrances to title which it creates after the Date of this Agreement. As to any other exceptions or objections raised by Xxxx, Contributors shall have 14 days from the receipt of Xxxx'x notice of objections either to have such exceptions or objections removed or, if acceptable to Xxxx, to provide affirmative title insurance protection for such exceptions satisfactory to Xxxx or to notify Xxxx that it does not intend to cure such objection. If, with respect to those title objections that Contributors have no obligation to cure, Contributors fail either to provide for the removal of such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections satisfactory to Xxxx within such 14 day period, then Xxxx must elect either to terminate this Agreement by delivering written notice to Contributors within 5 days following such period, or to waive such objections. Upon delivery of such termination notice by Xxxx, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement except pursuant to any provisions which by their terms survive a termination of this Agreement, and the Xxxxxxx Money shall be promptly returned to Xxxx. If after the Date of this Agreement, the Title Company revises the Title Commitment, or the surveyor revises the Survey, to add or modify exceptions, or to add or modify the conditions to obtaining any endorsement which the Title Company has agreed to issue, then Xxxx may terminate this Agreement and receive a refund of the Xxxxxxx Money if provision for their removal or modification satisfactory to Xxxx is not made. Xxxx shall have been deemed to have approved any title exception that Contributors are not obligated to remove and to which either Xxxx did not object as provided above, or to which Xxxx did object, but with respect to which Xxxx did not terminate this Agreement. If there are exceptions or objections raised by Xxxx, the Closing Date shall be extended to the extent necessary to permit Contributors and Xxxx to exercise their rights as provided above, but only in accordance with the ...
Title Review and Cure. Purchaser shall review title to the Property as disclosed by the Title Commitment and any survey of the Property prepared by Purchaser (the “Survey”). Seller will cooperate with Purchaser in curing any objections Purchaser may have to title to the Property. Seller shall have no obligation to cure title objections except (a) liens or exceptions for delinquent property taxes and assessments and related penalties, (b) deeds of trust and mortgages (including, without limitation, the Mortgage), (c) mechanics’ liens, (d) other monetary liens, and (e) any exceptions or encumbrances to title which are created by, through or under Seller after the Agreement Date without the written consent of Purchaser, all of which shall be removed from title to the Property by or on the Closing Date. Without limiting Seller’s obligations in the prior sentence or elsewhere in this Agreement or Purchaser’s remedies under Section 8.1, Purchaser may terminate this Agreement and receive a refund of the Xxxxxxx Money if the Title Company revises the Title Commitment before the Closing to add or modify exceptions or to delete or modify the conditions to obtaining any endorsement requested by Purchaser if such additions, modifications or deletions either (i) caused or created by, through or under Seller after the Agreement Date without Purchaser’s prior written consent; or (ii)(A) materially and adversely affect title to the Property or Purchaser’s ability to develop the Property as a multifamily project comprised of 106 residential units, (B) are not matters previously known, or disclosed by Seller, to Purchaser, and (C) are not removed by the Closing Date. “Permitted Exceptions” means (1) the specific exceptions (exceptions that are not part of the promulgated title insurance form) in the Title Commitment that Purchaser has approved before Closing and that Seller is not required to remove as provided above, (2) the Lease (but only to the extent the term of the Lease is extended beyond the Closing Date with Purchaser’s prior written consent under Section 4.2), and (3) real estate taxes not yet due and payable.
Title Review and Cure. 7.2.1 Developer shall review title to the Developer Parcel as disclosed by the Title Commitment. Developer shall have until 5:00 p.m. Mountain Time on the last day of the Due Diligence Period to object, in its sole and absolute discretion, by written notice of objections delivered to City (the “Title Objections”), to any title matters shown on the Title Commitment or matters disclosed on the ALTA-ACSM Urban Survey of the Developer Parcel (the “Survey”) which the City at its sole cost and expense has caused to be prepared and provided to the Developer (“Survey Objections”). Developer’s failure to provide written notice of Title Objections or Survey Objections to City on or before the expiration of the Due Diligence Period shall constitute Developer’s approval of the Title Commitment and the Survey. If Developer timely notifies City of any Title Objections or Survey Objections, then City may notify Developer in writing within seven (7) Business Days after City’s receipt of such notification that: (i) City will remove the Title or Survey Objections on or before the Closing, or (ii) City will not remove any or certain specified Title or Survey Objections. City’s failure to address any Title or Survey Objections in any notice, or failure to give a timely notice as to any Title or Survey Objections, shall constitute City’s election not to remove such Title or Survey Objections.
Title Review and Cure. Contributor represents and warrants that DCT Affiliate has good and indefeasible fee simple title to the Property and shall convey the same to the Partnership subject only to the Permitted Exceptions (as defined below), which title is insured under the Existing Title Policy.
Title Review and Cure. Commencing from the date of this Agreement and continuing through and including the Title Review Period, Buyer shall have the right to approve or disapprove the condition of title to the Real Property. On or before the expiration of the Title Review Period, Buyer shall deliver to Seller and Escrow Holder written notice ("BUYER'S TITLE NOTICE") of Buyer's approval or disapproval of the matters reflected in the Title Report and any Existing Survey; Buyer's Title Notice delivered by Buyer to Seller must state that it is a "Buyer's Title Notice being delivered in accordance with the provisions of SECTION 4.2.2
Title Review and Cure. The term “Permitted Exceptions” shall mean Exceptions 5, 7 through 16 and 28 in the Title Commitment and those matters disclosed on Seller’s existing survey of the Property entitled “Plat Showing Boundary Survey of Tax Map 32 Pxxxxxx 00X, 00X, 00, 00, 00 & Xxx Xxx 00, Xxxxxx 5, Hollymead Towncenter – Area A, Rivanna District, Albemarle County, Virginia”, dated August 5, 2005, consisting of sheets 1 through 7, prepared by Rivanna Engineering & Surveying, PLC (the “Existing Survey”); provided, however, it shall be a condition precedent to Purchaser’s obligation to Close that (i) Seller shall be required to obtain a modification to that certain landscape easement created by that certain Cross Access Easement and Construction Use and Maintenance Agreement (Book 2678, Page 502)(Exception 28 in the Title Commitment) in order to permit curb cuts and access drives within such landscape easement area as depicted on the Site Plan; and (ii) Seller shall be required to obtain a vacation and termination of those certain utility easements affecting the Property recorded at Deed Book 233, Page 420 and 421 (Exception 27 in the Title Commitment); provided, if Seller determines after 90 days after the Effective Date (Seller having exercised reasonable efforts to obtain the vacation of such easements) that Seller will be unable to eliminate such exception prior to the Closing Date, then Seller shall have the right to require Purchaser to elect within sixty (60) days of receipt of Seller’s notice to either (a) terminate this Agreement, in which event the Deposit shall be refunded to Purchaser or (b) waive the requirement that Seller obtain the vacation of such easement exceptions as a condition to Closing; (iii) Seller shall either provide the Title Company with evidence satisfactory to the Title Company in order to deleted Exception 8 on the basis that all such post closing obligations burdening the Property have been fully performed or bonded to VDOT or the County or Seller shall establish an escrow in an amount reasonably acceptable to Purchaser at Closing in order to assure that any outstanding obligations under Exception 8 that burden the Property are satisfactorily and timely performed; (iv) Seller, at its sole cost and expense, to the extent not previously performed, shall perform all construction obligations of (a) “Wood” under that certain Cross Access Easement and Construction Use and Maintenance Agreement dated January 23, 2004, with respect to “Part II of Access R...
Title Review and Cure. Buyer has received the Title Report and, having completed its review of the Title Report, approves the condition of title to the Real Property. Upon execution of this Agreement and delivery of same to the Escrow Agent, Buyer shall be deemed to have delivered written notice (“Buyer’s Title Notice”) of Buyer’s approval the matters reflected in the Title Report. Buyer shall have been deemed to have approved any title exception that Seller is not obligated to remove and to which either Buyer did not object as provided above, or to which Buyer did object, but with respect to which Buyer did not terminate this Agreement. Anything to the contrary notwithstanding, Seller shall be obligated to remove or cause to be removed from title, on or before the Closing and at Seller’s sole cost and expense, all monetary liens, claims and encumbrances of record, and Buyer shall not be required to object to same; all of which, if any, shall not become a Permitted Exception (as defined below).
