Common use of Cure of Title Defects Clause in Contracts

Cure of Title Defects. 5.4.1. Within fifteen (15) days after City delivers the City Title Defect Notice, Seller shall provide notice (the “Seller Title Cure Notice”) to City specifying which Title Defects it intends to eliminate or cure, and which it does not. If Seller fails to provide the Seller Title Cure Notice within the foregoing time period, then Seller shall be deemed to have agreed to eliminate or cure all Title Defects specified in the City Title Defect Notice. Seller shall have six (6) months after delivering Seller Title Cure Notice to eliminate or cure the Title Defects that Seller agreed to eliminate or cure in the Seller Title Cure Notice, and Seller shall use good faith, diligent efforts to timely eliminate or cure such Title Defects, including the bringing of necessary suits. Notwithstanding the foregoing, Seller shall not be required to spend in excess of $5,000.00 to cure the Title Defects (but City reserves its rights under paragraph 5.4.3 of this Agreement in the event that any Title Defects are not cured because of such limit). 5.4.2. If any title matters arise after the Commitment’s effective date and prior to Closing that are not contemplated as Permitted Exceptions under this Agreement (other than those that arise based upon actions of City or with the consent of City) and City objects to them by notice to Seller before Closing, then such matters shall be treated as Title Defects under this Agreement, and the Closing may be extended for up to sixty (60) days to allow Seller sufficient time to eliminate or cure such Title Defects. 5.4.3. If Seller: (a) in the Seller Title Cure Notice elects not to eliminate or cure all Title Defects; or (b) is not successful in eliminating or curing the Title Defects that Seller has agreed to eliminate or cure in the Seller Title Cure Notice, City may: a. Accept the title as it then is, thereby waiving all objections to the Title Defects; or b. Demand a return of the Deposit, in which case this Agreement shall be terminated and Seller and City shall be released from all liabilities and obligations under this Agreement, except as to matters which by the terms of this Agreement specifically survive any termination of this Agreement.

Cure of Title Defects. 5.4.1. Within fifteen In the event that any exceptions appear in the Title Commitment or any matters appears on the Survey which are unacceptable to Buyer, Buyer shall, within seven (157) business days after City delivers the City Title Defect NoticeEffective Date, shall notify Seller shall provide notice in writing of such fact and the reasons therefore (the “Seller Title Cure Notice”) ). In addition, in the event the Survey shows any encroachments of any improvements upon, from or onto the Property or in the event the Survey depicts any overlaps, strips or gores or in the event the Survey shows any other matters which are not acceptable to City specifying which Title Defects it intends Buyer, the same shall be deemed to eliminate or cure, be a title defect and which it does notshall be treated as an objection to title by Buyer under this Section 2.3. If no Title Notice is delivered by Buyer to Seller fails to provide the Seller Title Cure Notice within the foregoing time aforesaid period, then Seller Buyer shall be deemed to have agreed accepted all exceptions to title shown on the Title Commitment and all matters depicted on the Survey, and such exceptions and matters shall be deemed to be “Permitted Exceptions” as used hereunder. If a Title Notice is delivered by Buyer to Seller within the permitted time period, Seller, within five (5) business days after receipt of Title Notice, shall notify Buyer whether it intends to attempt to cure the matter of which the Title Notice has been given or whether it elects not to cure any such matter(s) (“Seller’s Notice”). In the event Seller elects to attempt to cure any matter(s) referenced in the Title Notice, Seller shall have ten (10) business days after delivery of Seller’s Notice in which to do so (the “Curative Period”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate, modify or cure such unacceptable exceptions and matters except for monetary liens which liens Seller shall remove of record no later than Closing. In the event Seller is unable or unwilling to eliminate or cure all Title Defects specified modify such unacceptable title exceptions (other than the aforesaid monetary liens which Seller shall be obligated to remove), Buyer, as its sole and exclusive remedies, may, within three (3) business days after receipt of Seller’s Notice in the City event Seller elects not to cure the matter(s) referenced in the Title Defect NoticeNotice or within three (3) business days after the expiration of the Curative Period in the event Seller elects to cure but is unsuccessful in curing the defects(s) of which proper notice has been given, but in no event later than the Closing Date (i) terminate this Agreement by notice in writing to Seller or (ii) accept such title as Seller can deliver and any matters shown on the Title Commitment shall be included in the term “Permitted Exceptions”. Seller If Buyer fails to respond within such three (3) business days, Buyer shall be deemed to have terminated this Agreement. In the event of such termination, the parties shall have six no further rights or obligations hereunder, and the Deposit shall be returned to Buyer once all of the Expenses associated with the Work have been paid in full. Within five (65) months after delivering Seller Title Cure Notice business days prior to eliminate or cure Closing, Buyer may update the Title Defects that Commitment (the “Updated Title Commitment”), and deliver a copy thereof, together with copies of any new title matters, to Seller. If the Updated Title Commitment reflects any exceptions to the title other than the Permitted Exceptions and any matters which (i) are otherwise contemplated by this Agreement or (ii) are created as a result of the act or omission of Buyer, Buyer shall notify Seller agreed to eliminate or cure in the Seller Title Cure Noticeof any such exceptions, and Seller shall use good faith, diligent its best efforts to timely eliminate or cure such Title Defects, including the bringing of necessary suits. Notwithstanding the foregoing, Seller shall not be required to spend in excess of $5,000.00 to cure the Title Defects matters of which the notice has been given prior to Closing. In the event Seller is unable to cure any such matter after its good faith efforts to do so and within ten (but City reserves 10) days after its rights under paragraph 5.4.3 receipt of such notice (with the Closing Date extended to allow the full running of such 10-day period), Buyer may either terminate this Agreement by notice in the event that any Title Defects are not cured because of writing to Seller, exercise Buyer’s remedies if such limit). 5.4.2. If any title new matters arise after the Commitment’s effective date and prior to Closing that are not contemplated as Permitted Exceptions would be deemed a default by Seller under this Agreement (other than those that arise based upon actions of City or with accept such title as Seller can deliver, and any matters shown on the consent of City) and City objects to them by notice to Seller before Closing, then such matters updated Title Commitment shall be treated as Title Defects under this Agreementdeemed to be “Permitted Exceptions.” In the event of any such termination, the parties shall have no further rights or obligations hereunder, and the Closing may Deposit shall be extended for up returned to sixty (60) days Buyer once all of the Expenses associated with the Work has been paid in full. It is specifically understood and agreed that Buyer hereby objects to allow Seller sufficient time to eliminate and will require the removal, correction or cure such Title Defects. 5.4.3. If Seller: (a) deletion of all standard exceptions set forth in the Seller Title Cure Notice elects not to eliminate Commitment, and any gap, overlap, boundary dispute, hiatus or cure all Title Defects; encroachment identified on the Survey which affects the Property or (b) is not successful in eliminating or curing the Title Defects that Seller has agreed to eliminate or cure in the Seller Title Cure Notice, City may: a. Accept the title as it then is, thereby waiving all objections to the Title Defects; or b. Demand a return of the Deposit, in which case this Agreement shall be terminated and Seller and City shall be released from all liabilities and obligations under this Agreement, except as to matters which by the terms of this Agreement specifically survive any termination of this Agreementadjacent properties.