Common use of Remedies for Uncured Title Defects Clause in Contracts

Remedies for Uncured Title Defects. If ASSIGNEE notifies ASSIGNOR of any Title Defect as provided in Section 5.6.2, and ASSIGNOR refuses or is unable to cure the Title Defect before Closing, then ASSIGNEE and ASSIGNOR will have the following rights and remedies with respect to the uncured Title Defect(s) in the Property, unless the parties otherwise agree in writing. (a) ASSIGNEE may waive the uncured Title Defect and proceed with Closing without adjustment to the Purchase Price. (b) If the collective Title Defect Values and Environmental Defect Values of uncured, unwaived Title Defects and uncured Adverse Environmental Conditions are less than or equal to the Deductible Amount, ASSIGNOR and ASSIGNEE will be obligated to proceed with Closing as to all of the Property without curative action by ASSIGNOR with respect to such Title Defects and Adverse Environmental Conditions and without adjustment to the Purchase Price. (c) If the collective Title Defect Values and Environmental Defect Values of uncured, unwaived Title Defects and uncured Adverse Environmental Conditions exceeds the Deductible Amount, ASSIGNOR, at its option, may (1) exclude all or any portion of the affected Lease(s) or Unit(s) until the collective Title Defect Values and Environmental Defect Values affecting the remaining unexcluded Property are less than or equal to the Deductible Amount, in which case the Purchase Price will be reduced by the Allocated Value of the excluded Lease(s) or Unit(s) and the parties will be obligated to proceed with Closing as to the remainder of the Property without curative action by ASSIGNOR, or (2) reduce the Purchase Price by the amount of the collective Title Defect Values and Environmental Defect Values in excess of the Deductible Amount, in which case the parties will be obligated to proceed with Closing as to all of the Property without curative action by ASSIGNOR. (d) In addition to the rights and remedies set forth in subparts (a) through (c) of this Section 5.6.4, ASSIGNOR and ASSIGNEE will have the termination rights set forth in Section 5.8.

Remedies for Uncured Title Defects. If ASSIGNEE Buyer notifies ASSIGNOR Seller of any Title Defect as provided in Section 5.6.25.5.2, and ASSIGNOR Seller refuses or is unable to cure the Title Defect before Closing, then ASSIGNEE Buyer and ASSIGNOR Seller will have the following rights and remedies with respect to the uncured Title Defect(s) in the PropertyDefects, unless the parties Parties otherwise agree in writing. (ai) ASSIGNEE Buyer may waive the uncured Title Defect and proceed with Closing without adjustment to the Purchase PriceClosing. (bii) If The Parties will attempt to agree on the collective Title Defect Values and Environmental Defect Values value of each uncured, unwaived Title Defects and uncured Adverse Environmental Conditions Defect. If the Parties are less than or equal unable to the Deductible Amount, ASSIGNOR and ASSIGNEE will be obligated to proceed with Closing agree as to all of the Property without curative action by ASSIGNOR with respect to such Title Defects and Adverse Environmental Conditions and without adjustment to the Purchase Price. (c) If the collective whether a Title Defect Values exists or the value thereof, Seller and Environmental Defect Values Buyer may refer the matter to a mutually agreeable third party expert for determination. The determination of such expert shall be binding on the Parties. Seller and Buyer shall reduce the Sale Price by the value agreed upon by the Parties or determined by the expert (as applicable) of each uncured, unwaived Title Defects Defect and uncured Adverse Environmental Conditions exceeds proceed with Closing. (iii) If any uncured, unwaived Title Defect reduces the Deductible Amount, ASSIGNOR, at its option, may (1) exclude all or any portion value of the affected Lease(s) or Unit(s) until the collective Title Defect Values and Environmental Defect Values affecting the remaining unexcluded Property are less than or Interest by an amount equal to or more than fifty percent (50%) of the Deductible AmountAllocated Value of that Interest, either Seller or Buyer may exclude the affected Interest from the transaction under this Agreement, in which case Seller and Buyer will adjust the Purchase Sale Price will be reduced by the Allocated Value of the excluded Lease(s) or Unit(s) Interest, and the parties will be obligated to proceed with Closing as to the remainder balance of the Property without curative action by ASSIGNOR, or (2) reduce the Purchase Price by the amount of the collective Title Defect Values and Environmental Defect Values in excess of the Deductible Amount, in which case the parties will be obligated to proceed with Closing as to all of the Property without curative action by ASSIGNORInterests. (d) In addition to the rights and remedies set forth in subparts (a) through (c) of this Section 5.6.4, ASSIGNOR and ASSIGNEE will have the termination rights set forth in Section 5.8.

Remedies for Uncured Title Defects. If ASSIGNEE Buyer notifies ASSIGNOR Sellers of any Title Defect as provided in Section 5.6.25.1.3, and ASSIGNOR refuses Sellers refuse or is are unable to cure the Title Defect before Closing, then ASSIGNEE Buyer and ASSIGNOR Sellers will have the following rights and remedies with respect to the uncured Title Defect(s) in the PropertyDefects, unless the parties Parties otherwise agree in writing. (ai) ASSIGNEE Buyer may waive the uncured Title Defect and proceed with Closing without adjustment to the Purchase PriceClosing. (bii) If the collective aggregate of all Title Defect Values and Environmental Defect Values of uncured, unwaived Title Defects and uncured Adverse Environmental Conditions are Amounts is less than or equal to the Deductible AmountTitle Deductible, ASSIGNOR and ASSIGNEE will then the Parties shall be obligated to proceed with Closing as to all of the Property Interests without curative action by ASSIGNOR Sellers with respect to such Title Defects and Adverse Environmental Conditions and without an adjustment to of the Purchase Price. (ciii) If the collective aggregate of the Defect Amounts equals or exceeds the Title Defect Values Deductible, and Environmental Defect Values the Parties agree with respect to the existence of uncured, unwaived such Title Defects and uncured Adverse Environmental Conditions exceeds the Deductible Amount, ASSIGNOR, at its option, may (1) exclude all or any portion of the affected Lease(s) or Unit(s) until the collective Title Defect Values and Environmental Defect Values affecting the remaining unexcluded Property are less than or equal to the Deductible AmountAmounts related thereto, in which case the Purchase Price will be reduced by the Allocated Value positive difference, if any, between the aggregate of the excluded Lease(s) or Unit(s) Title Defect Amounts and the parties Title Deductible, and the Parties will be obligated to proceed with Closing Closing, subject to the termination rights of the Parties under Section 5.4 hereof. (iv) If the aggregate of the Title Defect Amounts exceeds the Title Deductible and the Parties are unable to agree as to the remainder existence of some or all of the Property without curative action by ASSIGNORTitle Defects and/or the Title Defect Amounts related thereto (the “Disputed Matters”), or (2) reduce the Sellers shall have the right to exclude the affected Interests from the transaction contemplated hereby. If Sellers elect to so exclude the affected Interests, the Purchase Price shall be reduced by the amount Allocated Values for the affected Interests. In the event the Sellers do not elect to exclude the affected Interests from the transaction contemplated hereby, the Parties shall refer the disputed Title Defects to a mutually agreed upon third party (or, if the Parties are unable to agree upon a third party, to an arbitrator to be selected by the American Arbitration Association) for resolution. The resolution of the collective Title Defect Values and Environmental Defect Values in excess third party (or arbitrator) of the Deductible Amount, in which case Disputed Matters shall be binding on the parties will be obligated to proceed with Closing as to Parties. In the event all of the Property without curative action Disputed Matters are not resolved prior to Closing, the Parties shall nevertheless proceed with Closing. At such a Closing, the Purchase Price shall be reduced by ASSIGNOR. (d) In addition an amount equal to the rights aggregate of the Allocated Values for affected Interests and remedies set forth in subparts such Interests shall be removed from the transaction. Upon the resolution of the Disputed Matters, (ai) through Buyer shall pay to Sellers an amount equal to the aggregate of the Allocated Values of the affected Interests, adjusted as agreed upon by the Parties, and (cii) of this Section 5.6.4, ASSIGNOR and ASSIGNEE will have Sellers shall convey to Buyer the termination rights set forth in Section 5.8affected Interests.

Remedies for Uncured Title Defects. (i) If ASSIGNEE Buyer notifies ASSIGNOR Sellers of any Title Defect as provided in Section 5.6.2, and ASSIGNOR Sellers refuses or is unable to cure the Title Defect before Closing, then ASSIGNEE Buyer and ASSIGNOR Sellers will have the following rights and remedies with respect to the uncured Title Defect(s) in the PropertyDefects, unless the parties Parties otherwise agree in writing. (a) ASSIGNEE Buyer may waive the uncured Title Defect and proceed with Closing without adjustment to the Purchase PriceClosing. (b) If the collective aggregate of the Title Defect Values and Environmental Defect Values of uncured, unwaived Title Defects and uncured Adverse Environmental Conditions are is less than or equal to Five Hundred Thousand Dollars ($500,000.00) (the Deductible Amount, ASSIGNOR and ASSIGNEE will “Title Deductible”) then the Parties shall be obligated to proceed with Closing as to all of the Property Interests without curative action by ASSIGNOR Seller with respect to such Title Defects and Adverse Environmental Conditions and without an adjustment to of the Purchase Sale Price. (c) If the collective aggregate of the Title Defect Values equals or exceeds the Title Deductible, and Environmental Defect Values the Parties agree with respect to the existence of uncured, unwaived such Title Defects and uncured Adverse Environmental Conditions exceeds the Deductible Amountvalue thereof, ASSIGNOR, at its option, may (1) exclude all or any portion of the affected Lease(s) or Unit(s) until the collective Title Defect Values and Environmental Defect Values affecting the remaining unexcluded Property are less than or equal to the Deductible Amount, in which case the Purchase Sale Price will be reduced by the Allocated Value positive difference, if any, between the agreed upon aggregate of the excluded Lease(s) or Unit(s) Title Defect Values and Title Deductible, and the parties Parties will be obligated to proceed with Closing Closing, subject to the termination rights of the Parties under Article 6 and subpart (e) of this Section 5.6.4. (d) If the aggregate of the Title Defect Values equals or exceeds the Title Deductible, and the Parties are unable to agree as to the remainder existence of such Title Defects and/or the value thereof, either Buyer or Sellers may elect to eliminate the Interests affected by Title Defects from the transfer of the Property without curative action by ASSIGNOR, or (2) Interests under this Agreement and reduce the Purchase Sale Price by the amount Allocated Values of such Interests until the aggregate of the collective Title Defect Values equals the Title Deductible, and Environmental if neither Party elects to remove sufficient Interests from this transaction, then the Sale Price will be reduced by the amount that the aggregate of the Title Defect Values in excess of exceeds the Deductible AmountTitle Deductible, in which case and the parties Parties will be obligated to proceed with Closing as Closing, subject to all the termination rights of the Property without curative action by ASSIGNOR. Parties under Article 6 and subpart (d) In addition to the rights and remedies set forth in subparts (a) through (ce) of this Section 5.6.4. (e) If the aggregate of the Title Defect Values equals or exceeds ten percent (10%) of the Sale Price, ASSIGNOR either Party may terminate this Agreement, and ASSIGNEE neither Party will have any further obligation to conclude the transfer of the Interests under this Agreement. However, the right of termination under this subpart (e) must be exercised no later than 3 business days before Closing, after which both Parties will be deemed to have waived their termination rights set forth under this subpart (e) in Section 5.8connection with Title Defects.