Common use of Discharge of Title Objections Clause in Contracts

Discharge of Title Objections. If on the Closing Date there are any Title Objections which Seller has agreed to pay and discharge pursuant to Section 3.3(b)(i) or has elected to pay and discharge pursuant to Section 3.3(b)(ii), Seller may use any portion of the Balance to satisfy the same, provided (i) Seller shall deliver to the Title Company at the Closing instruments in recordable form and sufficient to satisfy such Title Objections of record, together with the cost of recording or filing such instruments, or (ii) Seller shall cause the Title Company to omit the same, without any additional cost to Buyer, by bond or escrow acceptable to the Title Company. Seller shall provide such affidavits as the Title Company may reasonably require to discharge Seller’s obligations hereunder provided such affidavits are reasonable and are customarily provided by sellers of real property in similar transactions in the City of New York and are otherwise reasonably acceptable to Seller. In addition, if any supplemental title report or updates to the Summit Title Report discloses judgments, bankruptcies or other returns against other persons having names the same as or similar to that of Seller or the partners or members of Seller, then Seller shall, upon request, deliver to the Title Company affidavits showing that such judgments, bankruptcies or other returns are not against Seller or any partners or members of Seller provided such affidavits are reasonable and are customarily provided by sellers of real property in similar transactions in the City of New York and are otherwise reasonably acceptable to Seller. Notwithstanding the foregoing, if the Title Company will not omit any Title Objection or Other Title Objections raised by Buyer, but Royal Abstract of New York, LLC (“Royal”) issues a written commitment indicating that it is ready, willing and able to omit such Title Objection or Other Title Objection, at no additional cost to Buyer for such coverage, if Buyer is not willing to waive such objection, Buyer agrees to insure title with Royal, at Buyer’s sole cost and expense, who will insure title to the Premises free and clear of such Title Objection or Other Title Objections.

Discharge of Title Objections. If on Notwithstanding anything herein to the Closing Date there contrary, Seller shall be deemed to have removed or corrected each exception that is not a Permitted Exception if, in Seller's discretion and at its sole cost and expense, Seller either (a) takes such actions as are any necessary to eliminate (of record or otherwise, as appropriate) such exception that is not a Permitted Exception, and the Title Objections which Insurer and at least one other nationally recognized title insurance company(ies) that Purchaser may designate as co-insurer or reinsurer (provided however, if Purchaser designates less than two additional nationally recognized title insurance companies, Seller has agreed shall have the option to pay and discharge pursuant require Purchaser to Section 3.3(b)(i) or has elected to pay and discharge pursuant to Section 3.3(b)(iidesignate a second national title insurance company), omits same from the title policy issued at Closing, (b) causes the Title Insurer and at least one other nationally recognized title insurance company(ies) that Purchaser may designate as co-insurer or reinsurer (provided however, if Purchaser designates less than two additional nationally recognized title insurance companies, Seller may use any portion of shall have the Balance option to satisfy require Purchaser to designate a second national title insurance company), if applicable, to remove such exception that is not a Permitted Exception as an exception to title in the title policy issued at Closing and affirmatively insure against the same, provided (i) Seller shall deliver to the Title Company at the Closing instruments in recordable form and sufficient to satisfy such Title Objections of record, together with the cost of recording or filing such instruments, or (ii) Seller shall cause the Title Company to omit the same, each case without any additional cost to BuyerPurchaser, by bond whether such insurance is made available in consideration of payment, bonding, indemnity of Seller or escrow acceptable otherwise, or (c) delivers (i) its own funds (or directs that a portion of the Purchaser Price be delivered) in an amount needed to fully discharge any such exception to the Title Company. Insurer with instructions for the Title Insurer to apply such funds to fully discharge any such exception, and (ii) if required by the Title Insurer, such instruments, in recordable form, as are necessary to enable the Title Insurer and at least one other nationally recognized title insurance company, if applicable, to discharge such exception of record and the Title Insurer and at least one other nationally recognized title insurance company(ies) that Purchaser may designate as co-insurer or reinsurer (provided however, if Purchaser designates less than two additional nationally recognized title insurance companies), Seller shall provide such affidavits as have the Title Company may reasonably option to require Purchaser to discharge Seller’s obligations hereunder provided such affidavits are reasonable and are customarily provided by sellers of real property in similar transactions in designate a second national title insurance company, omits same from the City of New York and are otherwise reasonably acceptable to Seller. In addition, if any supplemental title report or updates to the Summit Title Report discloses judgments, bankruptcies or other returns against other persons having names the same as or similar to that of Seller or the partners or members of Seller, then Seller shall, upon request, deliver to the Title Company affidavits showing that such judgments, bankruptcies or other returns are not against Seller or any partners or members of Seller provided such affidavits are reasonable and are customarily provided by sellers of real property in similar transactions in the City of New York and are otherwise reasonably acceptable to Seller. Notwithstanding the foregoing, if the Title Company will not omit any Title Objection or Other Title Objections raised by Buyer, but Royal Abstract of New York, LLC (“Royal”) issues a written commitment indicating that it is ready, willing and able to omit such Title Objection or Other Title Objection, policy issued at no additional cost to Buyer for such coverage, if Buyer is not willing to waive such objection, Buyer agrees to insure title with Royal, at Buyer’s sole cost and expense, who will insure title to the Premises free and clear of such Title Objection or Other Title ObjectionsClosing.

Discharge of Title Objections. If CFCL agrees that it will take all reasonable actions within its control to Remove any new Mandatory Removal Objection raised as a Subsequent Title Objection and affecting any Wholly Owned Property prior to the Principal Closing Date. As used herein, "Mandatory Removal Objection" means any Title Objection consisting of (i) a mortgage lien against a Property, but expressly excluding the lien of the existing mortgage securing the Broward Loan (unless such loan is repaid as provided in Section 4.7) and the liens of the mortgages securing the existing financings of the Partial Property Owners with Metropolitan Life, (ii) a lien or encumbrance against a Property or Interest arising by legal process as a result of a judgment having been entered against any CF Entity, (iii) a lien or encumbrance against a Property or Interest arising by legal process in respect of delinquent real estate taxes and/or assessments, (iv) any mechanic's or materialman's lien, but specifically excluding any Permitted Exception (it being agreed that if CFCL elects to Remove any such lien as described in clause (b) of the definition of "Remove", CFCL shall be entitled to control the resolution of the dispute to which that lien relates following the Closing and the Purchaser will use commercially reasonable efforts to cooperate and cause its Affiliates to cooperate with CFCL in those efforts at no cost to the Purchaser) and (v) any other Encumbrance granted by a CF Entity against a Property or Interest in violation of Article IV. In addition, CFCL agrees to notify the Purchaser whether or not it will be seeking to cure each Initial Title Objection, each Initial Survey Objection and each Subsequent Title Objection, if any, (such objections hereinafter collectively referred to as "Title Objections") all as contemplated in Section 3.2(c). With respect to any Title Objection affecting a Wholly Owned Property and which CFCL notifies the Purchaser it elects to cure, then, on or before the Principal Closing Date CFCL agrees to use commercially reasonable efforts to Remove such Title Objection. In addition, if CFCL elects to cure any Title Objection relating to a Partial Property, then at or prior to the Closing Date there are any Title Objections which Seller has agreed for that Partial Property CFCL agrees to pay and discharge pursuant use commercially reasonable efforts to Section 3.3(b)(i) or has elected to pay and discharge pursuant to Section 3.3(b)(ii)Remove or, Seller may use any portion of the Balance to satisfy the same, provided (i) Seller shall deliver to the extent the ability to do so is within the control of a CF Entity, to cause the applicable Property Owner to use commercially reasonable efforts to Remove that Title Company at Objection on or before the Closing instruments Date for that Partial Property. As used in recordable form this Agreement, the term "Remove" means that CFCL will (a) take such actions as are within its control and sufficient necessary to satisfy such eliminate (of record or otherwise, as appropriate) the Title Objections of recordObjection, together with the cost of recording or filing such instruments, or (iib) Seller shall cause the Title Company to omit remove the Title Objection as an exception to title in the Title Policy or to affirmatively insure against the same, in each case without any additional cost to Buyerthe Purchaser (above customary title insurance premiums), by bond whether such insurance is made available in consideration of payment, bonding, indemnity of CFCL or escrow acceptable to the Title Company. Seller shall provide such affidavits as the Title Company may reasonably require to discharge Seller’s obligations hereunder provided such affidavits are reasonable and are customarily provided by sellers of real property in similar transactions in the City of New York and are otherwise reasonably acceptable to Seller. In additionotherwise, if any supplemental title report or updates to the Summit Title Report discloses judgments, bankruptcies or other returns against other persons having names the same as or similar to that of Seller or the partners or members of Seller, then Seller shall, upon request, (c) deliver sufficient funds to the Title Company affidavits showing with instructions for the Title Company to apply such funds to discharge fully the Title Objection, together with such instruments, in recordable form, as are necessary to enable the Title Company to discharge the Title Objection of record and as an exception to title in the Title Policy and funds necessary to cover the fees and expenses of the Title Company for discharging the claim and recording or filing such instruments and the Title Company in fact removes the Title Objection as an exception to title in the Title Policy. For purposes of this Agreement, and without intending to expand the meaning of the phrase "commercially reasonable efforts", the parties acknowledge that such judgmentscommercially reasonable efforts will not be interpreted as requiring the initiation or settlement of litigation, bankruptcies or other returns are not against Seller or disproportionate payouts to any partners or members other equity investors or the payment of Seller provided such affidavits are reasonable money (other than usual and are customary expenses associated with negotiating and closing transactions of the nature set forth herein, including, without limitation, fees and expenses required to be paid under existing contractual obligations and processing or review fees and reimbursement for legal fees and other out-of-pocket expenses customarily provided required by sellers the current holders of real property in similar transactions in indebtedness on the City of New York and are otherwise reasonably acceptable to Seller. Notwithstanding the foregoing, if the Title Company will not omit any Title Objection or Other Title Objections raised by Buyer, but Royal Abstract of New York, LLC (“Royal”) issues a written commitment indicating that it is ready, willing and able to omit such Title Objection or Other Title Objection, at no additional cost to Buyer for such coverage, if Buyer is not willing to waive such objection, Buyer agrees to insure title with Royal, at Buyer’s sole cost and expense, who will insure title to the Premises free and clear of such Title Objection or Other Title ObjectionsProperties).