Common use of New Title Matters Clause in Contracts

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. (a) At any time prior to Closing, Buyer shall have the right to obtain an updated Title Commitment. If after the effective date of the most-recently updated Title Commitment new adverse matters are revealed by any update of the Title Commitment (collectively, “New Matters”), Buyer shall have the right to submit to Seller additional Objections, provided that such new Objections must be submitted by Buyer on or the New Survey obtained by Purchaser prior to the date that is the earlier to occur of (a) the Closing Date, or (b) the date that is five (5) days after Buyer’s receipt of such update, as applicable. If Buyer timely notifies Seller in writing of such New Matters, Seller, in Seller’s sole discretion, may, but shall show have no obligation to, cure such New Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any exceptions that are not Permitted Exceptions or contain any additional requirements not shown such New Matters, which Seller may so do in the Title Commitment to which Purchaser objects its sole discretion, unless Seller, within five (5) business days following Purchaser’s after receipt of Objections from Buyer, shall deliver a notice thereof together with legible copies of related recorded documents, indicating whether Seller shall have three will attempt to cure (3whether by removal or by endorsement or other method reasonably acceptable to Buyer) business days from receipt of Purchaser’s written objection notice or refuses to notify Purchaser which additional matters Seller agrees to cure, provided that cure such New Matters. If Seller’s failure to provide any written notice shall be deemed requisite notice indicates that Seller refuses to cure none. Purchaser shall then have said New Matters (or if Seller is deemed to refuse to cure said New Matters), Buyer may (a) terminate this Agreement within two (2) business days from receipt of Seller’s notice of which additional matters Seller agrees to cure to either after (i) accept by written receipt of such notice to Seller the status of title, subject to from 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 if no such notice is given by written Seller, the date that Seller is deemed to have given notice that Seller refuses to Sellercure such New Matters (which shall be deemed to have occurred on the date that is five (5) days after receipt of Buyer’s Objections to the New Matters), and in either event the event of such termination the ▇E▇▇▇▇▇▇ Money (less Purchaser’s share of any escrow charges) shall be returned to Purchaser Buyer, and the parties neither party shall have no further rights, liabilities rights or obligations under pursuant to this Agreement (other than those that expressly survive termination). Agreement, except for the Termination Surviving Obligations; or (b) If Purchaser does not terminate this Agreement as a result of if Buyer fails to so terminate, Buyer shall be deemed to have waived such New Matters and shall accept the application of Real Property and the provisions referenced to Property subject thereto, in which event there shall be no reduction in the previous sentencePurchase Price. If applicable, then (i) this Agreement the Closing shall remain in be extended to provide Seller and Buyer with the 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 response periods provided in this Section. Notwithstanding the foregoing, all Seller Liens must be satisfied by Seller on or prior to the Closing DateSection 3.4.

New Title Matters. If following the Effective Date, Buyer shall become aware that title to the Property is subject to encumbrances other than the Permitted Exceptions (aherein, a “New Title Matter”), then Buyer shall notify Seller in writing of such New Title Matter. Seller shall pay off, satisfy, discharge, cure and/or remove, at or before Closing, any New Title Matter that is or relates to: (i) If deeds of trust and/or mortgages, mechanic’s liens or other monetary liens or encumbrances on the Property, (ii) property taxes and assessments that may become delinquent prior to Closing, or (iii) exceptions or encumbrances to title which are affirmatively created by Seller after the date of this Agreement other than exceptions or encumbrances to be created in accordance with the terms of this Agreement (the foregoing being defined as “Removal Items"). With respect to any update New Title Matter that is not a Removal Item, Buyer may either (i) proceed to close the acquisition of the Property in accordance with the terms hereof notwithstanding such New Title Commitment Matter, without any adjustment in the Purchase Price or the creation of any liability on the part of Seller, in which event Buyer shall be deemed to have waived any claim it may otherwise have against Seller based on any such New Survey obtained Title Matter, or (ii) promptly give Seller written notice of its objection thereto, in which event Seller may, in Seller’s sole and absolute discretion, elect to postpone the Closing for not more than thirty (30) days and attempt to cure or remove such New Title Matter. The parties acknowledge and agree that Seller shall have no obligation to cure or remove any New Title Matter that is not a Removal Item, unless and until Seller agrees in writing to Buyer to cure or remove such New Title Matter. If Seller does not agree to cure or remove the New Title Matter, Seller shall notify Buyer in writing within fifteen (15) days after receipt of Buyer’s notice of the New Title Matter. Buyer may elect to terminate this Agreement by Purchaser prior giving written notice 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 Seller within five (5) business days following Purchaser’s after Seller advises Buyer that Seller will not undertake to cure or remove such New Title Matter, and upon receipt of such notice thereof together with legible copies of related recorded documentstermination from Buyer, the Deposit shall be returned to Buyer and neither Seller nor Buyer shall have three (3) business days from receipt of Purchaser’s written objection notice to notify Purchaser which additional matters Seller agrees to cureany further obligations under this Agreement, 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 Sellerexcept Buyer’s obligation to cure any matters that Seller has agreed to cure perform the Continuing Obligations 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 the parties respective rights under Sections 3.2 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 3.3 in the event of a default by the other party. Failure by Buyer to send to send a notice of termination within such termination the ▇▇▇▇▇▇▇ Money (less Purchaser’s share of any escrow charges) five-day period 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 deemed approval 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 DateNew Title Matter.

New Title Matters. (a) If At any time prior to Closing, Buyer shall have the right to obtain an updated Title Commitment. If, after the effective date of the most-recently updated Title Commitment new adverse matters are revealed by any update of the Title Commitment (collectively, “New Matters”), Buyer shall have the right to submit to Seller additional Objections, provided that such new Objections must be submitted by Buyer on or the New Survey obtained by Purchaser prior to the date that is the earlier to occur of (a) the Closing Date, or (b) the date that is five (5) days after Buyer’s receipt of such update, as applicable. If Buyer timely notifies Seller in writing of such New Matters, Seller, in Seller’s sole discretion, may, but shall show have no obligation to, cure such New Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any exceptions that are not Permitted Exceptions or contain any additional requirements not shown such New Matters, which Seller may so do in the Title Commitment to which Purchaser objects its sole discretion, unless Seller, within five (5) business days following Purchaser’s after receipt of Objections from Buyer, shall deliver a notice thereof together with legible copies of related recorded documents, indicating whether Seller shall have three will attempt to cure (3whether by removal or by endorsement or other method reasonably acceptable to Buyer) business days from receipt of Purchaser’s written objection notice or refuses to notify Purchaser which additional matters Seller agrees to cure, provided that cure such New Matters. If Seller’s failure to provide any written notice shall be deemed requisite notice Notice indicates that Seller refuses to cure none. Purchaser shall then have said New Matters (or if Seller is deemed to refuse to cure said New Matters), Buyer may (a) terminate this Agreement within two (2) business days from receipt of Seller’s notice of which additional matters Seller agrees to cure to either after (i) accept by written receipt of such notice to Seller the status of title, subject to from 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 if no such notice is given by written Seller, the date that Seller is deemed to have given notice that Seller refuses to Sellercure such New Matters (which shall be deemed to have occurred on the date that is five (5) days after receipt of Buyer’s Objections to the New Matters), and in the either event of such termination the ▇▇▇▇▇▇▇ Money (less Purchaser’s share of any escrow charges) shall be returned to Purchaser Buyer, and the parties neither party shall have no further rights, liabilities rights or obligations under pursuant to this Agreement (other than those that expressly survive termination). Agreement, except for the Termination Surviving Obligations; or (b) If Purchaser does not terminate this Agreement as a result of if Buyer fails to so terminate, Buyer shall be deemed to have waived such New Matters and shall accept the application of the provisions referenced to Property subject thereto, in which event there shall be no reduction in the previous sentencePurchase Price. If applicable, then (i) this Agreement the Closing shall remain in be extended to provide Seller and Buyer with the 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 response periods provided in this Section. Notwithstanding the foregoing, all Seller Liens must be satisfied by Seller on or prior to the Closing DateSection 3.4.

New Title Matters. (a) If At any time prior to Closing, Buyer shall have the right to obtain an updated Title Commitment. If, after the effective date of the most-recently updated Title Commitment new adverse matters are revealed by any update of the Title Commitment (collectively, “New Matters”), Buyer shall have the right to submit to Seller additional Objections, provided that such new Objections must be submitted by Buyer on or the New Survey obtained by Purchaser prior to the date that is the earlier to occur of (a) the Closing Date, or (b) the date that is five (5) days after Buyer’s receipt of such update, as applicable. If Buyer timely notifies Seller in writing of such New Matters, Seller, in Seller’s sole discretion, may, but shall show have no obligation to, cure such New Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any exceptions that are not Permitted Exceptions or contain any additional requirements not shown such New Matters, which Seller may so do in the Title Commitment to which Purchaser objects its sole discretion, unless Seller, within five (5) business days following Purchaser’s after receipt of Objections from Buyer, shall deliver a notice thereof together with legible copies of related recorded documents, indicating whether Seller shall have three will attempt to cure (3whether by removal or by endorsement or other method reasonably acceptable to Buyer) business days from receipt of Purchaser’s written objection notice or refuses to notify Purchaser which additional matters Seller agrees to cure, provided that cure such New Matters. If Seller’s failure to provide any written notice shall be deemed requisite notice Notice indicates that Seller refuses to cure none. Purchaser shall then have said New Matters (or if Seller is deemed to refuse to cure said New Matters), Buyer may (a) terminate this Agreement within two (2) business days from receipt of Seller’s notice of which additional matters Seller agrees to cure to either after (i) accept by written receipt of such notice to Seller the status of title, subject to from 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 if no such notice is given by written Seller, the date that Seller is deemed to have given notice that Seller refuses to Sellercure such New Matters (which shall be deemed to have occurred on the date that is five (5) days after receipt of Buyer’s Objections to the New Matters), and in either event the event of such termination the ▇E▇▇▇▇▇▇ Money (less Purchaser’s share of any escrow charges) shall be returned to Purchaser Buyer, and the parties neither party shall have no further rights, liabilities rights or obligations under pursuant to this Agreement (other than those that expressly survive termination). Agreement, except for the Termination Surviving Obligations; or (b) If Purchaser does not terminate this Agreement as a result of if Buyer fails to so terminate, Buyer shall be deemed to have waived such New Matters and shall accept the application of the provisions referenced to Property subject thereto, in which event there shall be no reduction in the previous sentencePurchase Price. If applicable, then (i) this Agreement the Closing shall remain in be extended to provide Seller and Buyer with the 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 response periods provided in this Section. Notwithstanding the foregoing, all Seller Liens must be satisfied by Seller on or prior to the Closing DateSection 3.4.

New Title Matters. If following the Effective Date, Buyer shall become aware that title to the Property is subject to encumbrances other than the Permitted Exceptions (aherein, a “New Title Matter”), then Buyer shall notify Seller in writing of such New Title Matter. Seller shall pay off, satisfy, discharge, cure and/or remove, at or before Closing, any New Title Matter that is or relates to: (i) If any update deeds of trust and/or mortgages, mechanic’s liens or other monetary liens or encumbrances on the Property, (ii) property taxes and assessments that may become delinquent prior to Closing, or (iii) exceptions or encumbrances to title which are affirmatively created by Seller after the date of the Grant without Buyer’s written approval (the foregoing being defined as “Removal Items”). With respect to any New Title Commitment Matter that is not a Removal Item, Buyer may either (i) proceed to close the acquisition of the Property in accordance with the terms hereof notwithstanding such New Title Matter, without any adjustment in the Purchase Price or the creation of any liability on the part of Seller, in which event Buyer shall be deemed to have waived any claim it may otherwise have against Seller based on any such New Survey obtained Title Matter, or (ii) promptly give Seller written notice of its objection thereto, in which event Seller may, in Seller’s sole and absolute discretion, elect to postpone the Closing for not more than thirty (30) days and attempt to cure or remove such New Title Matter. The parties acknowledge and agree that Seller shall have no obligation to cure or remove any New Title Matter that is not a Removal Item, unless and until Seller agrees in writing to Buyer to cure or remove such New Title Matter. If Seller does not agree to cure or remove the New Title Matter, Seller shall notify Buyer in writing within fifteen (15) days after receipt of Buyer’s notice of the New Title Matter. Buyer may elect to terminate this Agreement by Purchaser prior giving written notice 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 Seller within five (5) business days following Purchaser’s after Seller advises Buyer that Seller will not undertake to cure or remove such New Title Matter, and upon receipt of such notice thereof together with legible copies of related recorded documentstermination from Buyer, the Deposit shall be returned to Buyer and neither Seller nor Buyer shall have three (3) business days from receipt of Purchaser’s written objection notice to notify Purchaser which additional matters Seller agrees to cureany further obligations under this Agreement, 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 Sellerexcept Buyer’s obligation to cure any matters that Seller has agreed to cure perform the Continuing Obligations 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 the parties respective rights under Sections 3.2 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 3.3 in the event of a default by the other party. Failure by Buyer to send a notice of termination within such termination the ▇▇▇▇▇▇▇ Money (less Purchaser’s share of any escrow charges) five-day period 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 deemed approval 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 DateNew Title Matter.