New Title Matters Clause Samples
The "New Title Matters" clause establishes that the legal ownership of an asset or property is determined by the most recent, valid title document. In practice, this means that if a new title is issued—such as after a sale, transfer, or correction—it supersedes any previous titles, and all rights and responsibilities associated with the asset are transferred to the new titleholder. This clause ensures clarity and certainty in ownership, preventing disputes over outdated or conflicting title claims.
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New Title Matters. If after the Title Objection Period has expired a new title exception not shown on the PTR Package arises that would materially and adversely affect Developer’s use of the real property in question or the Project Site and that is not a Permitted Exception and is not caused by Developer or its Affiliates, then Developer may object to such new exception by notice to the Agency given within five (5) Business Days after Developer receives written notice from the Title Company of the new exception. If Developer fails to object within such period, then the new exception will be deemed to be a Permitted Exception. If Developer does object then the Agency may elect in the Agency’s sole discretion, at its cost, to remove any new exceptions created by the Agency that are not Permitted Exceptions before the close of Escrow, or to remove or otherwise cause the Title Company not to show any other new exception on the owner’s title insurance policy to be issued to Developer at close of Escrow. If the Agency does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Agency elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer shall have the right to (i) terminate this DDA as to the affected property by notice to the Agency delivered within ten (10) days after Developer receives the Agency’s notice that it has elected not to remove the exception or expiration of the thirty (30) day period, whichever occurs earlier, in which case the Agency can proceed to market the property to others without any cost reimbursement or other obligation to Developer, or (ii) accept title to the property in question subject to such exception. If Developer fails to so terminate within the ten (10) day period, then it shall be deemed to have elected
New Title Matters. If, after the expiration of the Title Approval Period and prior to the Closing Date, Title Company issues any supplement or amendment to the Report which reflects new exceptions to title which the Buyer has not otherwise approved (a “New Matter”), then Buyer shall give Seller written notice (a “New Matter Notice”) of that fact no later than five (5) calendar days after becoming aware of the New Matter or by the Closing Date, whichever is the first to occur, indicating whether Buyer approves and accepts, or disapproves of, such New Matter, in Buyer’s sole and absolute discretion. If Buyer does not timely deliver to Seller a New Matter Notice approving or disapproving of such New Matter, the Buyer shall be deemed to have approved of such New Matter.
New Title Matters. (a) If any update of the Title Commitment or the New Survey obtained by Purchaser prior to Closing shall show any exceptions that are not Permitted Exceptions or contain any additional requirements not shown in the Title Commitment to which Purchaser objects within five (5) business days following Purchaser’s receipt of notice thereof together with legible copies of related recorded documents, Seller shall have three (3) business days from receipt of Purchaser’s written objection notice to notify Purchaser which additional matters Seller agrees to cure, provided that Seller’s failure to provide any written notice shall be deemed requisite notice to cure none. Purchaser shall then have two (2) business days from receipt of Seller’s notice of which additional matters Seller agrees to cure to either (i) accept by written notice to Seller the status of title, subject to Seller’s obligation to cure any matters that Seller has agreed to cure and subject to Title Insurer’s obligation to insure over any matters over which Title Insurer has agreed to insure (if Title Insurer has so agreed and the same is reasonably acceptable to Purchaser), or to waive the additional matters and proceed to Closing, or (ii) terminate this Agreement by written notice to Seller, and in the event of such termination the ▇▇▇▇▇▇▇ Money (less Purchaser’s share of any escrow charges) shall be returned to Purchaser and the parties shall have no further rights, liabilities or obligations under this Agreement (other than those that expressly survive termination).
(b) If Purchaser does not terminate this Agreement as a result of the application of the provisions referenced to in the previous sentence, then (i) this Agreement shall remain in full force and effect in accordance with its terms, and (ii) Purchaser shall have no right to terminate this Agreement and to receive a refund of the ▇▇▇▇▇▇▇ Money for any matter described in this Section. Notwithstanding the foregoing, all Seller Liens must be satisfied by Seller on or prior to the Closing Date.
New Title Matters. New Title Matters," as such term is used ----------------- herein, shall mean only the following matters to the extent the same are not caused by Purchaser: (i) new matters which affect the title to the Land which were not set forth on the Title Commitment or the Survey, and (ii) any form of litigation or bankruptcy which is commenced or filed against Seller. At such time as either Seller or Purchaser gains actual knowledge of a New Title Matter, the party gaining such knowledge shall give the other written notice of the such new matter, providing such reasonable detail regarding such matters as may then be available. If at any time any New Title Matters arise, the existence of such New Title Matters shall constitute a defect in the title of the Land which may be objected to by Purchaser in accordance with the provisions of Section 3(d) except that Purchaser's time period to review and object to or accept any New Matter shall be ten (10) days after giving or receipt of notice of the New Matter(s).
New Title Matters. In the event that the Title Commitment is amended or supplemented by the Title Company to include new exceptions that do not appear on the Title Commitment delivered to Buyer prior to the date hereof, then Buyer shall have until the date that is ten (10) business days following Buyer’s receipt of any such amended or supplemented Title Commitment to notify Seller of any disapproved item disclosed in the amended or supplemented Title Commitment. In the event Seller is unwilling to commit to remove all of the new exceptions objected to by Buyer prior to Closing, Buyer may terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Close of Escrow or (ii) five (5) business days after Seller’s written notice to Buyer of Seller’s unwillingness to eliminate one or more of such title exceptions. If Buyer terminates this Agreement pursuant to its rights set forth in the preceding sentence, the Deposit (less the Review Consideration), together with all interest earned, shall be promptly returned to Buyer and neither party shall have any further obligations under this Agreement, except that if the recording of such new exception is a default by Seller under this Agreement, then notwithstanding the foregoing, Buyer shall be entitled to all rights and remedies provided in this Agreement upon the occurrence of a default by Seller. This Section 7.6 shall not apply to any Seller’s Required Removal Items, which shall be removed by Seller in accordance with Section 5.3, subject to the monetary exceptions cap therein.
New Title Matters. If any new title matter appears after the initial effective date of the Title Commitment, Purchaser and Seller shall have the same rights and obligations and timeframes after the expiration of the Due Diligence Period with respect to any such new title matter as they have in Section 7.2.
New Title Matters. If any matters which render a ground lessee’s title to the Property as being unmarketable are discovered by or reported to Developer on or prior to the Closing Date which are not shown on the Title Commitment or the Survey, or which were created or came into existence on or after the date of delivery of the Title Commitment or the Survey, Developer shall notify the Foundation in writing of any additional Objections to such title defects as soon as reasonably possible. The Foundation may then either (i) cure such Objections prior to Closing; or (ii) decline to cure such Objection. If the Foundation declines to cure such Objection, it shall so notify Developer within five business days of notice from Developer. Thereafter, Developer may (A) waive such Objection and proceed to Closing or (B) terminate this Agreement, in each case, in accordance with Section 7.3(a) and (b).
New Title Matters. Any title matters revealed in updates to the Preliminary Title Reports and Surveys which either: (i) are not materially adverse to the title of any Property; (ii) cannot be removed despite Sellers' reasonable efforts pursuant to Paragraph 7.8 and are waived by Buyer; or (iii) are permitted pursuant to Paragraph 7.8.
New Title Matters. As of each Closing Date, there shall not exist any title matters not disclosed on the Preliminary Title Report and Surveys that would have a Material Adverse Effect on title to any one Property that is the subject of the Closing.
New Title Matters. From and after the Preliminary Closing, Seller will not cause title to the Property to differ from the Approved Condition of Title described in Sections 6.1(i), (ii), (iv), (v) and (vi) without Buyer's consent which shall not be unreasonably withheld. Any other liens, encumbrances, easements, restrictions, conditions, covenants, rights, rights of way or other matters affecting the Approved Condition of Title which may appear of record or be revealed after the date of the Title Report and which are (i) not insured against and (ii) which are not approved by Buyer (which approval will not be unreasonably withheld) must be eliminated or ameliorated to Buyer's satisfaction by Seller before the Close of Escrow as a condition to the Close of Escrow for Buyer's benefit. ARTICLE 7