Cure of Title Objections Sample Clauses

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Cure of Title Objections. (a) Each Seller shall be obligated to cure and remove, or cause its respective Company to cure and remove, all of the following classes of Defects (“Mandatory Cure Items”) at or prior to its applicable Closing, if any (other than any Mandatory Cure Items caused by Purchaser): (i) the liens of any assignment of leases and rents, financing statements and any vendor’s lien, any mortgage, trust deed or deed of trust or other financing lien caused by such Seller or its respective Company; (ii) tax liens caused by such Seller or its respective Company; (iii) mechanics and materialmen’s liens caused by such Seller or its respective Company; (iv) broker’s liens caused by such Seller or its respective Company; or (v) judgment liens caused by such Seller or its respective Company. A Seller may elect, in its sole discretion, to cure and remove, or cause its respective Company to cure and remove, any Defect (other than Mandatory Cure Items as to which such Seller shall have no such election) by delivering written notice to Purchaser (“Seller Response Notice”) indicating that such Seller has elected to cure and remove any such matters (any such matters that a Seller elects to cure and remove, or to causes its respective Company to cure and remove, being “Seller Cure Items”). Each Seller Response Notice shall be delivered to Purchaser not later than the sooner to occur of (I) five (5) Business Days after the applicable Seller’s receipt of the applicable Title Notice or (II) the Closing on the sale of such Seller’s Company (each, a “Seller Response Period”). Each Seller shall have until its applicable Closing to cure and remove, or causes its respective Company to cure and remove, any Seller Cure Items and all Mandatory Cure Items, and, a Seller may delay its respective Closing by up to thirty (30) days in order to cure and remove any such Seller Cure Items and Mandatory Cure Items. If a Seller fails to provide a Seller Response Notice within the Seller Response Period set forth above, such Seller shall be deemed to have delivered a Seller Response Notice electing not to cure and remove any Defects identified by Purchaser in the applicable Title Notice. If a Seller elects (or is deemed to have elected) not to cure and remove any Defect, Purchaser may elect, in its sole discretion, by delivery of written notice to the applicable Seller not later than the first to occur of (1) the date that is five (5) Business Days after Purchaser’s receipt of a Seller Response Notice (or...
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Cure of Title Objections. Purchaser shall have until the expiration of the Inspection Period to give written notice to Seller of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment, any amendments thereto issued during the Inspection Period or the Survey. Any exception to title disclosed in the Title Commitment, any such amendments or the Survey to which Purchaser does not object by timely written notice shall be a Permitted Exception. Time is of the essence with respect to the provisions of this Section 2.3.
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Cure of Title Objections. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove any Required Removal Exceptions, provided that Seller shall not be required to bring any legal action or institute any legal proceeding to effect such Removal. Seller may use any portion of the Purchase Price to satisfy any Required Removal Exceptions that exist as of the Closing Date, provided such payment causes the Title Company to Remove the same. If Seller is unable to Remove any Required Removal Exceptions prior to the Closing, Buyer may at Closing elect to either (i) exercise Buyer’s rights under Section 9.2, or (ii) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.
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Cure of Title Objections. In the event Buyer shall timely notify Seller of objections to any item contained in the Title Report, Seller shall have the right, but not the obligation, to cure the Title Objections. Seller shall inform ▇▇▇▇▇ in writing (the “Seller’s Title Cure Notice”) not later than five (5) business days after receipt of Title Objections whether Seller shall cure such objections. Unless otherwise expressly stated, ▇▇▇▇▇▇’s failure to deliver Seller’s Title Cure Notice shall be deemed Seller’s election not to cure the Title Objections, and ▇▇▇▇▇’s election not to terminate this PSA prior to the expiration of the Inspection Period in accordance with Paragraphs J-2 and O-2 shall be deemed ▇▇▇▇▇’s waiver of any objections that Seller has not elected to cure.
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Cure of Title Objections. If the Operating Partnership has timely given a Notice of Title Objections as set forth above, Contributor will have the right, but not the obligation (unless otherwise expressly set forth below in this subsection), until on or before ten (10) days after the Title Objection Date, within which to cure any such objections (and if Contributor shall so elect to attempt to cure any such objections, then the Scheduled Closing Date and Closing Date hereunder shall automatically be extended until a date which is on or before ten (10) days after the Title Objection Date). In furtherance of the foregoing: (1) Notwithstanding anything set forth in this Agreement to the contrary, whether or not the Operating Partnership objects to the same, Contributor shall have an obligation (a) to pay (at or prior to Closing) any amount due in order to satisfy or remove from record title by bonding off or otherwise any Monetary Lien(s) voluntarily placed upon the Property by the Contributor, other than in conjunction with the Loan, and Contributor hereby irrevocably authorizes Escrow Agent to deduct from the Cash Consideration at Closing the amount necessary to pay off or discharge all such Monetary Liens, and (b) other than for Permitted Exceptions, to cure and remove from record title (at or prior to Closing) all Liens and other title exceptions voluntarily created or filed against the Property by the Contributor after the date of this Agreement and not consented to in writing by the Operating Partnership (collectively, the “Mandatory Cure Items”). (2) Notwithstanding anything set forth in this Agreement to the contrary, whether or not the Operating Partnership objects to the same, Contributor shall at all times have the right (a) to pay (at or prior to Closing) any amount due in order to satisfy, remove from record title or have insured over, by payment, bonding off, indemnity or otherwise, any Lien(s) upon the Property, other than in conjunction with the Loan, which Contributor believes were mistakenly or improperly placed upon the Property, and (b) thereafter (prior to, at or following Closing) to seek and recover from the Person placing the same, reimbursement for Contributor’s costs, payments and other expenses that Contributor may have incurred in connection therewith and in causing the same to be satisfied, removed from record title or insured over at or prior to Closing.
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Cure of Title Objections. If Purchaser has timely given a Notice of Title Objections as set forth above, Sellers will have the right, but not the obligation (unless otherwise expressly set forth below in this subsection), until on or before twenty (20) days after its receipt of a Notice of Title Objections, within which to cure any such objections; provided, however, if any such objection consists of one or more Monetary Liens (other than the Outstanding Indebtedness) in an aggregate amount less than Five Hundred Thousand Dollars ($500,000.00), then Sellers will have an obligation to pay (at or prior to Closing) any amount due in satisfaction or release of such Monetary Lien(s).
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Cure of Title Objections. If Purchaser has timely given a Notice of Title Objections as set forth above, Sellers will have the right, but not the obligation (unless otherwise expressly set forth below in this subsection), until on or before ten (10) calendar days after the date on which Purchaser delivered its Notice of Title Objections (the "Title Objection Date"), within which to cure any such objections. Notwithstanding anything set forth in this Agreement to the contrary, whether or not Purchaser objects to the same, the applicable Seller shall have an obligation (i) to pay (at or prior to Closing) any amount due in order to satisfy or remove from record title by bonding off or otherwise any Monetary Lien(s) voluntarily placed upon the Property by a Seller, and Sellers hereby irrevocably authorize Escrow Agent to deduct from the Purchase Price at Closing the amount necessary to pay off or discharge all such Monetary Liens, and (ii) other than for Permitted Exceptions, to cure and remove from record title (at or prior to Closing) all Liens and other title exceptions voluntarily created or filed against the Property by a Seller after the date of this Agreement and not consented to in writing by Purchaser (collectively, the "Mandatory Cure Items").
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Related to Cure of Title Objections

  • Notice of Title Defects (a) If Buyer discovers any Title Defect affecting any Asset, Buyer shall notify Seller as promptly as possible, but no later than the expiration of the Examination Period of such alleged Title Defect. To be effective, such notice must (i) be in writing, (ii) be received by Seller by 5:00 p.m. Central Standard Time on the expiration date of the Examination Period and (iii) describe the Title Defect in reasonable detail, to the extent then reasonably known by Buyer (including the estimated value of such Title Defect as determined by Buyer). Any matters that may otherwise constitute Title Defects, but of which Seller has not been notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes and shall constitute Permitted Encumbrances. (b) Upon the receipt of such effective notice from Buyer, Seller, at Seller’s option, shall (i) subject to Section 3.05(a), attempt to cure such Title Defect at any time prior to the Closing or (ii) exclude the affected Asset from the sale and reduce the Purchase Price by the Allocated Value of such affected Asset as set forth on Exhibit C. (c) The value attributable to each Title Defect (the “Title Defect Value”) that is asserted by Buyer in the Title Defect notices shall be determined based upon the criteria set forth below: (i) If the Title Defect is a lien upon any Asset, the Title Defect Value is the amount reasonably expected to be necessary to be paid to remove the lien from the affected Asset. (ii) If the Title Defect asserted is that the Net Revenue Interest attributable to any Well or unit or Well location is less than that stated in Exhibit C or the Working Interest attributable to any Well or unit or Well location is greater than that stated in Exhibit C, then the Title Defect Value shall take into account the relative change in the interest from Exhibit C and the appropriate Allocated Value attributed to such Asset. (iii) If the Title Defect represents an obligation, encumbrance, burden or charge upon the affected Asset (including any increase in Working Interest for which there is not a proportionate increase in Net Revenue Interest) for which the economic detriment to Buyer is unliquidated, the amount of the Title Defect Value shall be determined by taking into account the Allocated Value of the affected Asset, the portion of the Asset affected by the Title Defect, the legal effect of the Title Defect, the potential discounted economic effect of the Title Defect over the life of the affected Asset. (iv) If a Title Defect is not in effect or does not adversely affect an Asset throughout the entire productive life of such Asset, such fact shall be taken into account in determining the Title Defect Value. (v) The Title Defect Value shall be determined without duplication of any costs or losses included in another Title Defect Value hereunder. (vi) Notwithstanding anything herein to the contrary, in no event shall a Title Defect Value exceed the Allocated Value of the W▇▇▇▇, units or other Assets affected thereby. (vii) Such other factors as are reasonably necessary to make a proper evaluation.

  • Title Objections In the event Buyer’s Title Binder, as updated to closing, or Buyer’s Survey identifies any title exceptions or defects in title of which Buyer does not approve or which render title unmarketable or which unreasonably interferes with Buyer’s intended use of the Property (“Title Objections”), Buyer shall notify Seller (the “Title Report Objection Notice”) and Seller shall elect by written notice to Buyer (“Seller’s Disposition Notice”) within five (5) business days of a Title Report Objection Notice whether to correct such defects prior to Closing. If Seller fails to deliver the Seller’s Disposition Notice to Buyer within five (5) business days of receipt a Title Report Objection Notice, Seller shall be deemed to have objected affirmatively to all matters set forth in the Title Report Objection Notice and the same shall constitute Seller’s refusal to correct, on or before the date of Closing, all title matters to which Buyer objected in the Title Report Objection Notice, subject to Seller’s obligation to cure certain exceptions pursuant to this Section 6.2. In the event Seller cannot correct such defects by Closing or chooses not to correct such defects subject to Seller’s obligation to cure certain exceptions pursuant to this Section 6.2, then Buyer may accept title as is without abatement or reduction of Purchase Price or Buyer may cancel this Agreement upon notice to Seller and receive a full refund of the Deposit. Upon delivery of Buyer’s notice canceling this Agreement, this Agreement shall thereupon be deemed canceled and become void and of no further effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except for those provisions herein which by their terms expressly survive. Seller shall not be required to take or bring any action or proceeding or any other steps to remove any defect in or objection to title or to fulfill any condition or to expend any moneys therefor, nor shall Buyer have any right of action against Seller therefor, at law or in equity, provided, however, that, notwithstanding anything to the contrary contained herein, Seller shall remove or cause to be removed of record (i) the lien of any mortgage, security agreement, financing statement or any other instrument which evidences or secures indebtedness and affects the Property and (ii) any other liens or encumbrances against the Property, including without limitation mechanics liens, which were not caused by the acts or omissions of Buyer, its agents, contractors or representatives and which can be cured by the payment of money in liquidated amounts.

  • Out of Title Work Employees who are temporarily required to perform duties of a higher pay grade or classification shall be compensated at a rate relative to his or her current status and in line with the higher grade classification. Requests for temporary classifications must be submitted to the Human Resources office for approval. Assignments must be for a minimum of ten (10) days with pay retroactive to the first day upon reaching the tenth (10th) day in the temporary assignment.

  • Condition of Title (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

  • Defense of Title Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Credit Documents.