Inability to Convey Clause Samples

Inability to Convey. Except as expressly set forth in Section 8.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against the Sellers, at law or in equity, for the Sellers’ inability to convey title to the Properties subject only to the Permitted Exceptions.

Inability to Convey. If for any reason whatsoever, except for ▇▇▇▇▇▇’s willful default hereunder, ▇▇▇▇▇▇ is unable to convey title to Purchaser pursuant to the terms, conditions and provisions of this Contract, Seller’s sole liability is to return the Contract Deposit and upon such return, this Contract shall be null and void and the parties shall have no further obligations to the other.

Inability to Convey. If, at Closing, Contributor is unable to convey title to the Real Property to Contributee in accordance with the requirements of this Agreement, Contributee shall have the option of: (i) terminating Contributee’s obligations under this Agreement, in which event this Agreement shall be terminated and neither party shall have any obligations hereunder, (ii) proceeding to Close, or (iii) adjourning Closing for a period of up to thirty (30) days in order to permit Contributor the opportunity to correct such defects, encumbrances and other title objections (except for Permitted Encumbrances), and if by such date, Contributor has failed to do so, then Contributee shall again have the options set forth in Section 5(c)(i) and (ii) above.

Inability to Convey. Except as expressly set forth in Section 9.6, nothing contained in this Agreement shall be deemed to require the Sellers to take or bring, or to cause a Property Owner to take or bring, any legal action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against either of the Sellers or Property Owners, at law or in equity, for Wabash LLC's, and only to the extent the City Center Assignors have an interest in the Property, the City Center Assignors', inability to convey title, or to transfer the Interests, subject only to the Permitted Exceptions.

Inability to Convey. If, at Closing, Seller is unable to convey title to the Real Property to Buyer in accordance with the requirements of this Agreement, Buyer shall have the option of: (i) terminating Buyer's obligations under this Agreement and returning the Deposit to Buyer, in which event this Agreement shall be terminated and neither party shall have any obligations hereunder, (ii) proceeding to Closing, or (iii) adjourning Closing for a period of up to thirty (30) days in order to permit Seller the opportunity to correct such defects, encumbrances and other title objections (except for Permitted Encumbrances), and if by such date, Seller has failed to do so, then Buyer shall again have the options set forth in Section 5(c)(i) and (ii) above. If Buyer terminates this Agreement pursuant to this Section 5(c), Seller shall immediately pay the Deposit to Buyer.

Inability to Convey. Seller shall not be required to institute, continue or defend any action or proceeding or incur any expenses, to render title to the Premises marketable or insurable in accordance with, or to otherwise comply with, this Agreement. If for any reason whatsoever, Seller is unable or shall fail to deliver to Purchaser title to the Premises in accordance with the provisions of this Agreement, then the sole liability of Seller shall be to rescind this Agreement by notice to that effect, return to Purchaser the Deposit and reimburse to Purchaser the Cancellation Charge, and all further liability on the part of Seller shall cease and terminate and this Agreement shall be null and void and of no further force or effect except with respect to those matters expressly stated to survive cancellation, termination or rescission of this Agreement, subject, however, to the right of Purchaser to elect to accept such title as Seller may convey by notice to Seller delivered within five (5) days after Seller’s notice of rescission of this Agreement, provided there shall be no reduction of the Purchase Price or other payments due hereunder and there shall be no liability on the part of Seller by reason of such title defects or other conditions. If a mortgage or security interest created by or at the request of Seller after the date of this Agreement and prior to Closing shall encumber the Premises, Seller shall cause such mortgage or security interest to be removed at or prior to Closing, subject to the provisions of this Agreement.

Inability to Convey. If Seller is unable to convey title to the Property to Buyer at Closing in accordance with the requirements of this Agreement, Buyer shall have the option, as its sole and exclusive remedy, of either: (i) taking such title as Seller is able to convey with abatement of the Purchase Price in the amount (fixed or ascertainable) of any liens on the Property; or (ii) terminating this Agreement by written notice to Seller, and upon such termination, the Deposit and all interest earned on the Deposit, if any, and actual incurred expenses by the Buyer (not to exceed $10,000.00) shall be paid to Buyer.

Inability to Convey. Notwithstanding any provision of this Agreement to the contrary, if Seller is unable to convey the Property in accordance with this Agreement, the sole obligation and liability of Seller shall be to permit Escrow Agent to pay to Buyer the Deposit, and for Seller to pay to Buyer the cost paid by Buyer for Buyer’s title search and survey, if any, whereupon this Agreement shall be deemed terminated and Seller and Buyer shall be released of all obligations and liabilities under this Agreement, except those that are stated to survive the termination of this Agreement. Buyer shall have no further rights of action against Seller, in law or in equity, for damages or specific performance. Buyer shall have the right, however, to accept such title as Seller can convey, in which event Seller shall make the deliveries provided in this Agreement to Buyer, to the extent Seller is able to do, and there shall be no reduction of the Purchase Price. Seller shall not be required to take any action, to institute any proceedings or to incur any expense in order to remedy any objections to title. If Seller shall elect not to take any action, institute any proceeding or incur any expense to remedy any objection to title, Seller shall be deemed unable to convey the Property in accordance with the terms of this Agreement, provided, however, Seller (or, if caused by only one Seller, the responsible Seller) shall be required to remove of record the following liens (unless any of such liens are Permitted Encumbrances or Seller is not required to remove any such liens pursuant to any express provision of this Agreement): (a) any mortgage on the Land or the Improvements other than the mortgages which are part of the Loan Documents; and (b) any lien voluntarily created by Seller after the date of this Agreement. The acceptance of the deed to the Land and the Improvements by Buyer shall be deemed full performance by Seller of all of Seller’s obligations under this Agreement, except those, if any, which are specifically stated in this Agreement to survive the Closing. Unless otherwise stated on this Agreement, no obligations, liabilities, representations or warranties of Seller shall survive the Closing.

Inability to Convey. If Landlord shall be unable to give title --------- -- ------ or to make conveyance or to deliver possession of the Premises, all as herein stipulated, then, at the option of either party, all obligations of all parties under this Section 8.2 shall cease and this Section 8.2 shall be void without recourse to the parties hereto.