New Title Defects Sample Clauses

The "New Title Defects" clause defines how newly discovered issues affecting the legal title to a property are handled after an initial title review. Typically, this clause requires the seller to address or remedy any defects in the title that are found after the initial title commitment or search, such as undisclosed liens or boundary disputes. Its core function is to protect the buyer by ensuring that any previously unknown title problems are resolved before closing, thereby reducing the risk of future legal complications related to property ownership.
POPULAR SAMPLE Copied 1 times
New Title Defects. In the event that, after the expiration of the Inspection Period and prior to Closing, a revision of the Title Commitment or the Survey reveals an adverse matter objectionable to Purchaser that was not disclosed to Purchaser prior to the expiration of the Inspection Period and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) business days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the New Title Defect within such five-business-day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Period) either: (i) to terminate this Agreement as Purchaser’s sole remedy hereunder (in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser); or (ii) to take title as it then is. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to take title as it then is without any reduction in the Purchase Price; (y) the New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect.
View SourceView Similar (17)
New Title Defects. If any matter reported on any update of the Title Commitment or the New Survey discloses any (a) material (as determined by Purchaser in Purchaser’s good faith business judgment) encumbrance not disclosed as an exception in the original Title Commitment, (b) material (as determined by Purchaser in Purchaser’s good faith business judgment) encroachment, change in the boundary of the Property or other survey defect, in either case that is not a Permitted Exception, or (c) any other matter which materially and adversely (as determined by Purchaser in Purchaser’s good faith business judgment) impairs the use, occupancy, operation or leasing of the Property (in each case, a “New Title Defect”), then Purchaser will have the right to object in writing to such New Title Defect so long as it delivers notice to Seller within three (3) Business Days after Purchaser first receives an updated Commitment or the New Survey or such lesser time as remains between such receipt and the Closing Date, and the process described in Section 3.3 shall apply thereto; provided, however, that if there is not enough time for the process described in Section 3.3 to be carried out, then Seller shall immediately respond to Purchaser’s notice and Purchaser shall have the right to either accept the New Defects or terminate this Agreement pursuant to Section 3.3 at anytime prior to the Closing Date. Unless Purchaser notifies Seller in writing that it objects to a New Title Defect within the foregoing time period, each such New Title Defect automatically will constitute an additional Permitted Exception.
View Source
New Title Defects. If at anytime prior to the Close of Escrow, Buyer receives an update or supplement to the Title Report or Existing Survey and such update or supplement discloses one or more title exceptions, or any other rights, interests or matters relating to title to the Property that were not previously disclosed in the Property Documents, Title Report or Existing Survey or discovered in the Inspections and are adverse to Buyer’s interests in Buyer’s reasonable discretion (collectively, “New Title Objections”), Buyer may, within three (3) business days after receiving such update or supplement to the Title Report or Existing Survey, as the case may be, deliver to Seller a written notice of Buyer’s disapproval of such New Title Objections and the process described in Section 5(c) shall apply thereto, except that (i) Seller may elect in writing to attempt to cure or not attempt to cure the New Title Objections by the earlier of two (2) business days after receipt of Buyer’s written notice of the New Title Objections or the date that is two (2) business days prior to the Closing Date (with failure to make a timely election being deemed an election not to cure) (“Seller’s Cure Period”), and (ii) if Seller elects or is deemed to have elected not to cure one or more of the New Title Objections, then Buyer may elect on or before the earlier of two (2) business days after the expiration of Seller’s Cure Period or one (1) business day prior to the Closing Date to either waive its objections and proceed with the purchase of the Property pursuant to the terms of this Agreement, or terminate this Agreement and all of its rights and obligations.
View Source
New Title Defects. Seller shall cause the Title Company to provide to Buyer supplemental reports to the Title Commitment (together with copies of any instruments constituting exceptions which are identified therein) covering any additions or deletions from the date of the Title Commitment through the Closing Date. Buyer shall have five (5) days following the receipt of a supplemental report and/or any supplement to the Survey (but not later than the Closing Date) to notify Seller in writing of its disapproval of any new Other Defect contained in such supplemental report and/or Survey. Following any disapproval by ▇▇▇▇▇, ▇▇▇▇▇ and Seller shall have the same rights and duties with respect to disapproved items as is provided in Section 5.3; except that in no event shall the period for notice and response extend beyond the Closing Date.
View Source
New Title Defects. Whether or not Purchaser shall have furnished to Seller any notice of title objections pursuant to Section 13(d), Purchaser may, at or prior to Closing, notify Seller in writing of any Title Objections first raised by the Title Company or the Surveyor (if a Survey has been prepared and delivered to Seller prior to the Title Objection Deadline) based on matters that first arose between (a) the date which is the earlier of (i) the effective date of the Title Commitment referred to in Section 13(b) or (ii) the expiration of the Due Diligence Period, and (b) the Closing Date and that were not caused by Purchaser or by anyone acting by or on behalf of Purchaser. To be effective, Purchaser must give such notice to Seller not later than the third (3rd) Business Day following the date on which Purchaser first obtained knowledge or notice of such new title or survey matters or the scheduled Closing Date, whichever is earlier. With respect to any Title Objections set forth in such notice, Seller shall have the same option to discharge and Purchaser shall have the same option to accept title subject to such matters or to terminate this Agreement as those which apply to any Title Objection Notice made by Purchaser before the Title Objection Deadline. If Seller elects to attempt to discharge any such matters, the date for Closing shall be automatically extended by a reasonable additional time to effect such a discharge, but in no event shall the extension exceed ninety (90) days after the date for Closing set forth in Section 4.
View Source
New Title Defects. In the event that, after the expiration of the Inspection Period and prior to the Closing Date, title to the Land and Improvements becomes subject to any encumbrance other than a Permitted Exception, then Seller may (but has no obligation to) attempt to cure the encumbrance. If Seller is unable or unwilling to cure the encumbrance, then Purchaser, as its sole and exclusive remedy, may either: (i) terminate this Agreement by written notice to Seller whereupon the E▇▇▇▇▇▇ Money shall be returned to Purchaser, and neither party will have any right or obligation under this Agreement other than rights or obligations that expressly survive termination; or (ii) proceed to Closing without receiving any credit against or reduction of the Purchase Price whereupon Purchaser shall be deemed to have accepted the encumbrance as an exception to title (which shall thereupon become a Permitted Exception).
View Source
New Title Defects. If at anytime prior to the Applicable Closing, Buyer receives an update or supplement to the Title Commitment or Existing Survey and such update or supplement discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within three (3) Business Days after receiving such update or supplement to the Title Commitment or Existing Survey, as the case may be, deliver to the applicable Seller another Title Notice with respect to any New Title Defect only and the process described in Section 4(c) shall apply thereto.
View Source

Related to New Title Defects

  • Title Defects 9.1 Purchaser shall have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.

  • Title Defect (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the ▇▇▇▇▇▇▇ Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing. (b) Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below).

  • 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.

  • Environmental Defects If Buyer determines that with respect to the Asset there exists an Environmental Condition (other than with respect to asbestos, asbestos containing materials, or NORM, and excluding any matter set forth on Schedule 6.10) (in each case, an “Environmental Defect”), then on or prior to the Defect Claim Date, Buyer may give Seller a written notice of such Environmental Defect that sets forth the information required by this Section 3.17 (an “Environmental Defect Notice”). For all purposes of this Agreement and notwithstanding anything herein to the contrary, Buyer shall be deemed to have waived any Environmental Defect that Buyer fails to timely and properly assert as an Environmental Defect by an Environmental Defect Notice received by Seller on or before the Defect Claim Date. To be effective, an Environmental Defect Notice must set forth (a) a clear description of the matter constituting the alleged Environmental Defect, (b) a description of each Asset (or portion thereof) affected by the alleged Environmental Defect, (c) the estimated proportionate share attributable to the Assets of the estimated Lowest Cost Response to eliminate the alleged Environmental Defect (the “Environmental Defect Amount”), and (d) supporting documents and reasonably necessary for Seller to verify the existence of the alleged Environmental Defect and the Environmental Defect Amount. Buyer shall furnish Seller, on or before the end of each calendar week prior to the Defect Claim Date, Environmental Defect Notices with respect to any Environmental Defects that any of Buyer’s or any of its Affiliate’s employees, representatives, attorneys, or other environmental personnel or contractors discover or become aware of during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the Defect Claim Date; provided that notwithstanding this sentence, any Environmental Defect Notice shall be deemed timely if received by Seller prior to the Defect Claim Date.

  • Title Matters Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the ▇▇▇▇▇▇▇ Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.