Title and Surveys Sample Clauses

The "Title and Surveys" clause establishes the requirements and procedures for verifying the legal ownership (title) of a property and assessing its physical boundaries and condition through surveys. Typically, this clause outlines the buyer's right to obtain a title report and a land survey within a specified timeframe, and may detail the process for addressing any defects or encroachments discovered. Its core practical function is to ensure that the buyer receives clear ownership and is fully informed about the property's legal and physical status, thereby reducing the risk of future disputes or unexpected liabilities.
Title and Surveys. (a) As noted in Section 5.1 above, Seller has posted on the “CrescentConnect” website a current Title Commitment for the Asset, together with copies of the Exception Documents pertaining thereto, and the Existing Survey. Seller agrees to provide Purchaser with a full size copy of the Existing Survey within five (5) Business Days after the Effective Date. (b) Before the expiration of the Inspection Period, Purchaser may elect to obtain a new survey for the Asset, or to revise, modify, or re-certify the Existing Survey (the “New Survey”), but in that event Purchaser shall be responsible for obtaining and paying for the New Survey (and in no event shall either the Inspection Period or the Closing Date hereunder be postponed or extended for any reason in connection therewith). If Purchaser obtains the New Survey, Purchaser shall have the New Survey certified to, and shall provide a copy to, the Title Company and Seller. Upon Purchaser’s request and at Purchaser’s cost, Seller shall exercise Commercially Reasonable Efforts to assist Purchaser in causing the surveyor of the Existing Survey to revise, modify, date down and recertify the Existing Survey to Purchaser, its lender and the Title Company. (c) Purchaser may, on or before the date that is two (2) weeks after the Effective Date (the “Title Response Date”) deliver to Seller written notice (“Title Objection Notice”) objecting to any exception to title set forth in the Title Commitment or any matter shown on the Existing Survey or New Survey which are not acceptable to Purchaser or that are exceptions for which Purchaser has not received the underlying information or documentation from Seller or the Title Company (collectively, “Title Defects”); provided, however, that in no event shall Purchaser object to any exceptions with respect to the Master Leases (provided they are terminated at Closing), Management Agreement, Tenant Leases, Material Agreements or memoranda of any of the foregoing, nor shall any such exceptions constitute “Title Defects” hereunder unless Purchaser exercises an option to elect not to assume any such agreement under this Agreement. Any exception to title not objected to by Purchaser in the manner and within the time period specified in this Section 5.2(c) shall be deemed accepted by Purchaser and shall constitute a Permitted Exception hereunder, except that in no event shall Permitted Exceptions ever include Mandatory Seller Cure Items. Within five (5) Business Days following receipt o...
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Title and Surveys. (a) Buyer shall accept title to the Property subject only to: (i) those liens, encumbrances, covenants, conditions and restrictions of record approved by Buyer during the Due Diligence Period other than exceptions which Seller has agreed to cure or remove in accordance with subsection (c) below; (ii) the lien of general real estate taxes which are not yet due and payable; (iii) the Leases (including any executed leases for Master Lease Space and Earnout Space); and (iv) matters affecting the condition of title to the Property created by or with the written consent of Buyer (collectively, any such matters, the “Permitted Encumbrances”). (b) Subject to Seller’s obligations for certain title expenses as set forth in Article V, Buyer will order from the Title Company an owner’s title insurance policy insuring Buyer as the owner of the Property in the amount of the Purchase Price (“Title Policy”). The only representations and warranties to be made by Seller regarding the condition of title to the Property shall be as set forth in the Deed (as defined below). On or about thirty (30) days following the Opening of Escrow, Seller shall cause the existing survey of the Property to be updated (or a new survey ordered) (the “Survey”) for the Property in accordance with the 2011 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys jointly established and adopted by ALTA and NSPS and includes all subject parcels, and Table A optional survey responsibilities 1, 2, 3, 4, 6(b), 7(a), 7b(1), 7(c), 8, 9, 10(a) 11(a), 13, 14, 16, 17, 18, 19 and shall provide a statement indicating that any potential encroachments identified in the process of conducting the Survey are shown. (c) Chicago Title & Trust Company through its local correspondent, Fidelity National Title (“Title Company”) will provide Buyer, within ten (10) days after the Opening of Escrow, the “Preliminary Title Report” for the Property for Buyer’s review and approval, together with legible copies of all exceptions of record. Buyer will have thirty (30) days from the date the latest of the Preliminary Title Report, all exceptions of record set forth therein and the Survey is delivered to Buyer (the “Title Review Period”) to object to any exceptions to title set forth therein by notice delivered to Seller and Escrow Holder. In the event Buyer fails to notify Seller in writing within said Title Review Period of any such disapproval of the matters disclosed by Buyer’s review of the Preliminary Title Re...
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Title and Surveys. Unless otherwise expressly waived by Lender, Borrower shall ensure that the existing security instruments in favor of Lender are and remain first liens on the property encumbered, and that the property is and remains free and clear of all other liens, defects, or encumbrances, except as set forth on Schedule 5.8. If any surveys are required by Lender, Lender’s Inspector, or the issuer of any title policy, Borrower shall deliver such surveys within 30 days after such request. Any change in the state of facts shown in any updated survey shall be subject to approval by Lender and Lender’s Inspector. The Units shall be constructed entirely on the Lots and will not encroach upon or overhang any easement, right of way, or any other land, and shall be construed wholly within applicable building setback restrictions.
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Title and Surveys. 19- 5.1 Title and Survey..................................... -19- 5.2 Liens................................................ -20- 5.3 Approval/Disapproval of Title Review................. -20- 5.4 Purchaser's Options.................................. -20- 5.5 Escrow and Title Costs............................... -21- ARTICLE 6 CLOSING............................................... -22- 6.1 Closing.............................................. -22- 6.2 Seller Closing Documents............................. -22- 6.3 Purchaser Closing Documents.......................... -24- 6.4 Occurrence of Closing................................ -26- 6.5 Title to Purchaser's Nominee......................... -26- 6.7 Further Assurances................................... -26- 6.8 FIRPTA Withholdings.................................. -27- ARTICLE 7 APPORTIONMENTS AND PAYMENTS........................... -27- 7.1 Prorations........................................... -27- 7.2 Adjustments.......................................... -31- 7.3 Collection........................................... -31- 7.4 Closing and Final Proration Statements............... -32- 7.5 Utilities............................................ -32- 7.6 Reserves and Deposits................................ -32- 7.7 Construction Allowances.............................. -33-
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Title and Surveys 
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Related to Title and Surveys

  • Title and Survey (a) The Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the ▇▇▇▇▇▇▇ Money and, upon return of the ▇▇▇▇▇▇▇ Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned immediately to the Buyer, and, upon return of the ▇▇▇▇▇▇▇ Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

  • Title and Survey Matters 4.1 As soon as practicable after the Closing Date, Seller shall deliver to Purchaser a standard owner's policy of title insurance issued by the Title Insurer/Escrow Agent ("TITLE POLICY"). The Title Policy shall insure marketable title to the Property in the amount of the Purchase Price, free and clear of all liens, encumbrances and exceptions whatsoever, save and except only for those easements, restrictions and other matters of record affecting title to the Property which are Permitted Exceptions (as hereinafter defined). 4.2 Purchaser shall have until the end of the Due Diligence Period (as hereinafter defined) in which to review the title commitment and as-built survey to be delivered by Seller pursuant to Section 5.1, and to obtain any modifications, endorsements or other revisions to either the title commitment or the survey required by Purchaser, at Purchaser's cost. If Purchaser is unable to obtain any modification, endorsement or other revision to the title commitment or survey required by Purchaser, or if any items remain on the title commitment or survey which are not acceptable to Purchaser ("UNPERMITTED EXCEPTIONS"), then on or before the end of the Due Diligence Period, Purchaser shall so notify Seller (an "OBJECTION NOTICE"). Seller has a period of ten (10) days after the date of the Objection Notice in which Seller, using good faith efforts, shall attempt to remove such Unpermitted Matters or remedy same in a manner satisfactory to Purchaser in its sole and absolute discretion, or have the Title Insurer/Escrow Agent commit to insure against loss or damage that may be occasioned by such exceptions (in endorsements satisfactory to Purchaser). If Seller does not cure any Unpermitted Exceptions to Purchaser's satisfaction within such period, then Purchaser may either (a) terminate this Agreement by giving written notice to Seller of such termination not later than five (5) days following the end of the ten (10) day cure period, in which event the ▇▇▇▇▇▇▇ Money, and all interest earned thereon, shall be returned to Purchaser and neither party shall have any further obligations or liabilities hereunder or (b) accept such Unpermitted Exceptions. Any item not specified in the Objection Notice or subsequently accepted by Purchaser shall be a "PERMITTED EXCEPTION". Seller shall be obligated to remove prior to Closing all mortgages and other liens or encumbrances of a definite or ascertainable monetary amount, and if Seller fails to do so, Purchaser may elect to terminate this Agreement. At the Closing, and as a further condition of Purchaser's performance of its obligations hereunder, Seller shall cause the Title Insurer/Escrow Agent to deliver to Purchaser the Title Policy or a marked-up and signed commitment to deliver same.

  • Title and Survey Review The condition of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;

  • Title Insurance and Surveys Due to the critical timeline requirements to close the transaction, PHI may order title searches on all NPC Owned Real Property and NPC Leased Real Property to be transferred to PH pursuant to this Agreement. These title searches will be performed by a national title company approved by PHI. If permissible under applicable law and the terms of any agreement with such company, the fees paid for the searches may be applied toward the title policy costs for title policies desired by PH based upon these title searches. In the event PH or PHI requires environmental reports relating to the NPC Owned Real Property, PH shall first obtain NPC’s prior written consent and shall execute the Access and Confidentiality Agreement substantially in the form attached as Exhibit “E”. NPC will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect PH’s obligations hereunder. To the extent that PH requires surveys of the NPC Owned Real Property, PH shall retain a nationally recognized firm to perform such work. The consultants referenced in this Section 2.7 will be retained solely by PH, but NPC shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 and 10.9, PH shall reimburse NPC at Closing for all actual or estimated costs incurred by PH related to these items, subject to any post-closing adjustments pursuant to Section 10.1 of this Agreement. Notwithstanding the foregoing however, PH will not be responsible for the payment or reimbursement of any costs relating to title insurance, surveys and/or environmental reports on any of the subject real estate unless such service is specifically requested by PH, and request is given forty-five (45) days prior to the Closing.

  • Title Commitment and Survey (a) Buyer has received and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.