CONVEYANCE AND TITLE. (a) The Authority will acquire from the Township fee simple title to the Cricket Lot. Subject to the terms, covenants and conditions of this Agreement, the Authority will convey good, marketable title insurable as such to the Cricket Lot to One Ardmore by special warranty deed (the “Deed”). In addition to all of the conditions, covenants and restrictions set forth or referred to in this Agreement, such conveyance and title shall be subject to (i) any state of facts an inspection or accurate survey might show; (ii) the restrictions, encumbrances, and easements shown on Exhibit “B” attached hereto and made a part hereof; (iii) the Declaration, as defined in that certain Agreement by and between the Township and One Ardmore dated January 4, 2013, as amended (the “Township-Dranoff Agreement”); and (iv) all laws, ordinances, resolutions, regulations and orders of all municipal, county, state, federal or other governmental bodies, boards, agencies or other authority now or hereafter having jurisdiction (collectively, the “Permitted Encumbrances”). In the event that at Settlement the Authority is unable to convey title to One Ardmore as set forth above, One Ardmore shall have the option to (i) take such title as the Authority can cause to be conveyed, or (ii) terminate this Agreement by notice to the Authority, whereupon this Agreement shall become null and void and, thereafter, neither party hereto shall have any further rights, liabilities or obligations hereunder except under those provisions that expressly survive Settlement or a termination of this Agreement. (b) The Authority acknowledges that, under the Township-Dranoff Agreement, the Township has given One Ardmore the right to inspect the Cricket Lot. If the results of such inspections are unsatisfactory to One Ardmore, in One Ardmore’s sole discretion, or if One Ardmore discovers any title defect, lien, or encumbrance which One Ardmore finds unacceptable, One Ardmore shall have the right to terminate this Agreement by written notice to the Authority, describing the reason for the termination, delivered on or before the deadline set forth in Section 1.1(c) of the Township-Dranoff Agreement, in which event this Agreement shall be null and void and the parties shall have no further obligations hereunder except for those provisions that survive termination of this Agreement. In the event that One Ardmore has not provided such notice by such date, One Ardmore shall have no further right to terminate this Agreement under this subsection 1.1(b), but shall have any other applicable termination rights as specifically set forth elsewhere in this Agreement. In the event that a bring-down of title prior to Settlement, as defined below, reveals any exceptions which arise after the Effective Date and are caused by or consented to by the Authority or the Township, (other than any documents specifically contemplated by this Agreement or the Township-Dranoff Agreement,) the Authority shall remove such exceptions at or before Settlement. (c) Subject to the provisions of Section 1.2 below, the Authority shall transfer title to and possession of the Cricket Lot to One Ardmore (“Settlement”) in accordance with the terms of this Agreement at 10:00 a.m. at the offices of the Township, or at such other place and time as the parties shall mutually agree, on or before April 30, 2015, as such date may be extended by agreement of the parties (the “Settlement Date”). Any extension of the deadline for “Settlement on Cricket Lot and Financing” under the Township-Dranoff Agreement shall automatically extend the Settlement Date to the same deadline. One Ardmore shall have the right to set an earlier date of Settlement, by written notice to the Authority, upon the satisfaction of the conditions set forth in Section 1.2 below. In the event that the Authority is unable to transfer the Cricket Lot to One Ardmore on the Settlement Date because the Township has not conveyed the Cricket Lot to the Authority, then One Ardmore shall have the right to extend the Settlement Date as needed so long as the Authority has the right to pursue its remedies under the RDA- Township Agreement. The Authority agrees to pursue such remedies at the cost of and request of One Ardmore, and any failure to do so shall constitute a default by the Authority under this Agreement. (d) Any loss or damage to the Cricket Lot or any improvements thereon which may occur between the date of this Agreement and the date of Settlement shall in no way affect, void or impair any of the provisions of this Agreement, and the Authority shall not have any obligation to repair or restore any such loss or damage. Notwithstanding the foregoing, in the event of any material casualty to the Property prior to Settlement, One Ardmore shall have the right, within sixty (60) days after such casualty, to terminate this Agreement, whereupon neither party shall have any further obligations or liabilities to the other hereunder except with respect to the obligations hereunder which expressly survive termination of this Agreement. The term “material casualty” as used above means a fire or other casualty which will, in the reasonable estimation of One Ardmore, increase the cost of the Project by more than One Hundred Thousand Dollars ($100,000.00).
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CONVEYANCE AND TITLE. Seller ▇▇▇▇▇▇ agrees to sell and convey Property (aincluding the personal property described in 67 Paragraph 4(a) The Authority will acquire from the Township fee simple title to the Cricket Lot. Subject to the termshereof), covenants and conditions of this Agreement, the Authority will convey good, marketable title insurable as such to the Cricket Lot to One Ardmore by special warranty deed (the “Deed”). In addition to all of the conditions, covenants and restrictions set forth or referred to in this Agreement, such conveyance and title shall be subject to (i) any state of facts an inspection or accurate survey might show; (ii) the restrictions, encumbrances, and easements shown on Exhibit “B” attached hereto and made a part hereof; (iii) the Declaration, as defined in that certain Agreement by and between the Township and One Ardmore dated January 4, 2013, as amended (the “Township-Dranoff Agreement”); and (iv) all laws, ordinances, resolutions, regulations and orders of all municipal, county, state, federal or other governmental bodies, boards, agencies or other authority now or hereafter having jurisdiction (collectively, the “Permitted Encumbrances”). In the event that at Settlement the Authority is unable to convey title to One Ardmore as set forth above, One Ardmore shall have the option to (i) take such title as the Authority can cause it to be conveyed, by good and sufficient warranty deed, unto Purchaser or (ii) terminate this Agreement by notice to the Authorityunto such persons as 68 Purchaser may designate; however, whereupon this Agreement Purchaser shall become null not be released from any of Purchaser's agreements and void and, thereafter, neither party hereto shall have any further rights, liabilities or obligations hereunder except under those provisions that expressly survive Settlement or a termination of this Agreement.
(b) The Authority acknowledges that, under the Township-Dranoff Agreement, the Township has given One Ardmore the right to inspect the Cricket Lot. If the results of such inspections are unsatisfactory to One Ardmore, in One Ardmore’s sole discretion, or if One Ardmore discovers any title defect, lien, or encumbrance which One Ardmore finds unacceptable, One Ardmore shall have the right to terminate this Agreement by written notice to the Authority, describing the reason for the termination, delivered on or before the deadline undertakings as set forth in Section 1.1(c) of the Township-Dranoff Agreement69 herein, in which event this Agreement shall be null unless otherwise stated herein; and void and the parties shall have no further obligations hereunder except for those provisions that survive termination of this Agreement. In the event that One Ardmore has not provided such notice by such datePurchaser hereby agrees to purchase Property from Seller, One Ardmore shall have no further right to terminate this Agreement under this subsection 1.1(b), but shall have any other applicable termination rights as specifically set forth elsewhere in this Agreement. In the event that a bring-down of title prior to Settlement, as defined below, reveals any exceptions which arise after the Effective Date and are caused by or consented to by the Authority or the Township, (other than any documents specifically contemplated by this Agreement or the Township-Dranoff Agreement,) the Authority shall remove such exceptions at or before Settlement.
(c) Subject to the provisions of Section 1.2 below, the Authority shall transfer title subject to and possession of the Cricket Lot to One Ardmore (“Settlement”) in accordance with upon the terms of this Agreement at 10:00 a.m. at the offices of the Township, or at such other place and time as the parties shall mutually agree, on or before April 30, 2015, as such date may be extended by agreement of the parties (the “Settlement Date”). Any extension of the deadline for “Settlement on Cricket Lot and Financing” under the Township-Dranoff Agreement shall automatically extend the Settlement Date to the same deadline. One Ardmore shall have the right to set an earlier date of Settlement, by written notice to the Authority, upon the satisfaction of the 70 conditions set forth in Section 1.2 belowthis Contract. In Title is to be conveyed subject to all restrictions, general utility, sewer and drainage easements of 71 record upon which building(s) do not encroach, zoning ordinances and all other laws of any governmental authority, covenants of record, 72 articles of association or incorporation, bylaws, master deed, and rules and regulations. Property (is) (is not) [Cross Out One] subject to 73 assessments in the event that amount of Dollars ($ ), payable [Insert: Monthly, 74 Quarterly, Semi-Annually Or Other], to [Insert: Contact Name And Telephone Number]. ▇▇▇▇▇▇ agrees to furnish to 75 Purchaser, for examination only, either title search or adequate abstracts of title, taxes, judgments and liens, covering Property, as soon 76 as same can be prepared, or, at Seller's option, an owner's title insurance policy for the Authority is unable to transfer amount of the Cricket Lot to One Ardmore on above purchase price issued by one 77 of the Settlement Date because title insurance companies having offices in Memphis, Tennessee, insuring a good and marketable title, which title policy shall 78 constitute and be accepted by Purchaser as conclusive evidence of a good and marketable title. Adequate abstracts of title, taxes, 79 judgments and liens are those required by the Township has not conveyed title insurance companies having offices in Memphis, Tennessee, as the Cricket Lot basis for the 80 issuance of title insurance and acceptable to the Authority, then One Ardmore shall have the right to extend the Settlement Date as needed so long as the Authority has the right to pursue its remedies under the RDA- Township Agreement. The Authority agrees to pursue such remedies at the cost of and request of One Ardmore, and any failure to do so shall constitute a default by the Authority under this Agreement.
(d) Any loss or damage to the Cricket Lot or any improvements thereon which may occur between the date of this Agreement and the date of Settlement shall in no way affect, void or impair any closing agent for each of the provisions of this Agreement, and the Authority shall not have any obligation to repair or restore any such loss or damage. Notwithstanding the foregoing, in the event of any material casualty to the Property prior to Settlement, One Ardmore shall have the right, within sixty (60) days after such casualty, to terminate this Agreement, whereupon neither party shall have any further obligations or liabilities to the other hereunder except with respect to the obligations hereunder which expressly survive termination of this Agreement. The term “material casualty” as used above means a fire or other casualty which will, in the reasonable estimation of One Ardmore, increase the cost of the Project by more than One Hundred Thousand Dollars ($100,000.00)parties.
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