Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection. (b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions. (c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed. (d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien. (e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 8 contracts
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12July 25, 20142013, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28August 8, 2014 2013 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 8 contracts
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issueddated April 9, 2002 issued by the Title Company under Commitment No. 673945-F (the “Title Commitment”"TITLE COMMITMENT"). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 Purchaser shall have until the expiration of the Evaluation Period (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i"ORIGINAL OBJECTION DATE") any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive send written notice to Seller of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed its objections to have accepted or waived such exceptions to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) Existing Survey that Purchaser deems unacceptable and shall be deemed to have waived its right to object to any Survey Objection.
until the date (bthe "NEW OBJECTION DATE") After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have that is five (5) Business Days after he receipt by Purchaser's counsel of any update to the Title Commitment or she receives notice of such exception (the “New Objection Date”) any Updated Survey (or as promptly as possible prior to the Closing if such notice is with respect to updates received with less than five (5) Business Days prior to the Closing), ) to provide Seller with send written notice to Seller of Purchaser's objections to any new exceptions to title to the Real Property raised thereby, provided that Purchaser may object to matters shown on an Updated Survey only if such exception constitutes a Title Objectionmatters were not shown on the Existing Survey. In Purchaser's objections made in accordance with the event Seller does not receive notice of such Title Objection by the New Objection Date, preceding sentence are referred to herein as "TITLE OBJECTIONS" or "SURVEY OBJECTIONS," as applicable. Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment (as updated) and the matters shown on the Existing Survey and Updated Survey as permitted exceptions (together with any Title Objections and Survey Objections ultimately waived by Purchaser or cured by Seller, the "PERMITTED EXCEPTIONS") unless such matters are objected to by Purchaser in writing by the Original Objection Date or the New Objection Date, as applicable. Seller shall cause the Title Company to furnish to Purchaser a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing an owner's policy of title insurance (the "TITLE POLICY") in the amount of the Purchase Price on the then standard TLTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the Permitted ExceptionsExceptions including, without limitation, the standard or general exceptions. The basic premium for the Title Policy shall be at Seller's expense, and Purchaser may request additional coverage under the Title Policy or endorsements or deletions thereto (including, without limitation, the modification or deletion of the survey exception), which shall be, in each case, at Purchaser's expense.
(cb) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be financing statements evidencing security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property or fixtures covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is or fixtures are the property of a Tenant, and Seller executes and delivers an affidavit Purchaser fails to object to such effectsecurity interest prior to the expiration of the Evaluation Period, or (iii) the security interest financing statement was filed more than five (5) year years prior to the Closing Date and was not renewed.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment or insures against collection thereof from out of the Real PropertyProperty and Improvements, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax (other than ad valorem taxes) open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 3 contracts
Sources: Sale Agreement (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty L P), Sale Agreement (Mack Cali Realty L P)
Title Commitment. Due to the extended length of time between the execution of this Agreement and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of Title to the Property as described above, Seller shall, not later than thirty (a30) Purchaser has ordered days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy (the "Title Commitment"), the cost of said commitment shall be paid by ▇▇▇▇▇ and reimbursed by Seller at Closing, issued through a title insurance commitment company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located (the "Title Company"), together with respect complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to the Real Property issued, by title in the Title Company Commitment. Buyer shall have until thirty (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller 30) days after receipt of the Title Commitment, together with legible copies of Exception Documents, and the title exceptions listed thereon. On or before March 28, 2014 Survey (the “Title Objection Date”), Purchaser shall "Review Period") in which to notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice writing of any Title Objections objections Buyer has to any matters shown or Survey Objection by referred to in the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title Commitment. Any matters which are set forth on in the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, and to which ▇▇▇▇▇ does not object within the “Permitted Exceptions”) and Review Period shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title be permitted exceptions to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice status of such exception Seller's title (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as "Permitted Exceptions.
"). Within twenty-nine (c29) All taxesdays after receipt of ▇▇▇▇▇'s objections, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on (the Closing Date are liens against the Real Property and which "Cure Period") Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if either: (i) the personal property covered cure all such matters objected to by such security interests are no longer ▇▇▇▇▇ and notify Buyer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy writing that the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.have been cured; or
Appears in 3 contracts
Sources: Commercial Real Estate Sale Contract, Commercial Real Estate Sale Contract, Real Estate Sale Contract
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have Within five (5) Business Days after he the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or she receives referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such exception unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“New Objection DateSeller’s Cure Period”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of is unable or unwilling to eliminate or modify such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the unacceptable exceptions to title set forth on any updates or conditions to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment satisfaction of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a TenantPurchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five within ten (510) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out days following delivery of the Real Property, and a credit is given No Cure Notice to Purchaser for the recording charges for a satisfaction or discharge of to elect to either (1) waive such lien.
(e) No franchiseObjections, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.or
Appears in 3 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of those certain title insurance commitment with respect to the Real Property issued, commitments issued by the Title Company under Commitment No. 0116591DT for the Monticello Property; Commitment No. 0116648DT for the Metroport Property; Commitment No. 274142CDM for the Landmark Property and Commitment No. 0116592DT for the Republic Property (collectively, the “Title Commitment”"TITLE COMMITMENT"). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 By the third (3rd) Business Day after the Effective Date (the “Title Objection Date”"OBJECTION DATE"), Purchaser shall notify provide Seller with written notice of its objection to any matters shown on the Title Commitment or any Existing Survey or Updated Survey if Purchaser deems same unacceptable. Purchaser's objections made in writing, if there accordance with the preceding sentence are (i) any monetary liens referred to herein as "TITLE OBJECTIONS" or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection"SURVEY OBJECTIONS," as applicable. In the event Seller does not receive written notice of any the Title Objections or and Survey Objection Objections by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment and the matters shown on each Existing Survey and Updated Survey as permitted exceptions (together with any Title Objections and Survey Objections ultimately waived by Purchaser or cured by Seller, the "PERMITTED EXCEPTIONS"). Seller shall cause the Title Company to furnish to Purchaser a preliminary title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, at Seller's sole cost and expense, an owner's policy of title insurance (the "TITLE POLICY") in the amount of the Purchase Price on the then standard TLTA owner's form insuring Purchaser's fee simple indefeasible title to the Real Property, subject only to the terms of such policy and the Permitted ExceptionsExceptions (including, without limitation, the standard or general exceptions). Seller and Purchaser agree that the Closing shall be conducted by and through the Escrow Agent.
(cb) All ad valorem taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge Property, will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be financing statements evidencing security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are is no longer in or on the Real PropertyProperty and Seller signs an affidavit to that effect, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or (iii) the security interest financing statement was filed more than five (5) year years prior to the Closing Date and was not renewed.
(dc) If on the Closing Date the Real Property shall be affected by any monetary lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided that (i) the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment or insures against collection thereof from out of the Real PropertyProperty and Improvements, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienlien that is recorded promptly after Closing, or (ii) Seller discharges such lien by filing a bond and notices relating thereto in accordance with Texas Property Code Section 53.171 et seq. and the Title Company omits such lien as an exception from the Title Commitment.
(ed) No franchise, transfer, inheritance, income, corporate or other tax (other than ad valorem taxes) open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty Corp)
Title Commitment. Within ten (a10) Purchaser has ordered a title insurance commitment with respect days after the Effective Date, and at least 5 days prior to the Real Property issuedeach Closing, by Seller will cause the Title Company to furnish to Purchaser and Seller a title commitment (the “Title Commitment”)) covering the Lots or the Lots to be purchased at a Closing, as applicable, in an amount equal to the Purchase Price of such Lots, issued by the Title Company together with copies of all instruments reflected as exceptions therein. On or before March 12, 2014, Purchaser shall provide to Seller will have ten days (the “Title Review Period”) after receipt of the last of the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28exception documents, 2014 (and the “Title Objection Date”), Purchaser shall Existing Survey in which to examine same and notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects writing of Purchaser’s objection to (“Title Objections”) or (ii) any Survey Objectionsame. In Upon the event Seller does not receive written notice expiration of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection DateReview Period, Purchaser will be deemed to have accepted the all exceptions to title set forth on any updates to the Lots as shown on Schedule B of the Title Commitment Commitment, except for matters for which notification permitted herein has been given by Purchaser. In the event of notification to Seller of objections by Purchaser, Seller may undertake to eliminate or modify such objectionable items to the reasonable satisfaction of Purchaser within 5 days after receipt of such notice of objections (the “Cure Period”). In the event Seller has not cured, or chooses not to cure, objections of Purchaser within the Cure Period, Purchaser may, at its option, terminate this Contract by written notice to Seller at any time on or before the expiration of the Feasibility Period. If this Contract is terminated, the E▇▇▇▇▇▇ Money will be returned to Purchaser, and neither party will thereafter have any further duties, rights or obligations hereunder except as otherwise stated herein. Purchaser’s failure to terminate this Contract during the period specified shall be deemed to be a waiver of its objections and approval of any uncured title matters. Any exceptions accepted or deemed to be approved by Purchaser or not timely objected to as aforesaid will be hereafter collectively referred to as “Permitted Exceptions.
(c) All taxes”; provided, water rates or chargeshowever, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if that (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall Purchaser will not be required to discharge object to any matter shown on Schedule C of the Title Commitment, and Seller will satisfy all Schedule C matters except those relating to the status or satisfy authority of Purchaser and (ii) Purchaser will not be required to object to the same general exceptions on the Title Commitment regarding (1) matters that would be reflected by a current survey and (2) leases, grants, exceptions or reservations of record provided mineral interests that are not specifically listed on Schedule B, and such general exceptions will not be deemed to be Permitted Exceptions. Possession will be delivered at the money necessary to satisfy Closing of the lien is retained applicable Lots free and clear of all matters except the Permitted Exceptions, title matters created by the Title Company at Closingrecording of the plat of the Subdivision, and the Title Company either omits the lien Deed Restrictions (as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienhereinafter defined) which shall also be Permitted Exceptions.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Contract of Sale (Alset Inc.), Contract of Sale (LiquidValue Development Inc.)
Title Commitment. (a) Within twenty (20) days after the Effective Date, Seller, will deliver or cause to be delivered to Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by current Title Commitment from the Title Company (for the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller issuance of the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects Policy to (“Title Objections”) or (ii) any Survey ObjectionPurchaser. In the event Buyer either pays all cash for the Unit or obtains financing from a lender listed on Seller’s preferred lender list, then Seller will pay the premium for the Title Policy. In the event Buyer does not receive written notice of any Title Objections or Survey Objection by pay all cash for the Unit and obtains financing from a lender that is not listed on Seller’s preferred lender list, then Buyer will pay the premium for the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey ObjectionPolicy.
(b) After Purchaser shall have a period of ten (10) days from receipt of the Title Objection Date, if Commitment in which to review the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception Commitment (the “New Objection DateTitle Review Period”) (and to deliver to Seller in writing such objections as Purchaser may have to anything contained or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to in the Title Commitment other than the Permitted Exceptions. All items to which Purchaser does not object within the Title Review Period shall be deemed included as a part of the Permitted Exceptions.
(c) All taxesAs to items to which Purchaser makes timely objection, water rates or chargesSeller shall have a reasonable period of time after receipt of Purchaser’s objections within which Seller may attempt to cure such objections specified as aforesaid by Purchaser, sewer rents provided, however, Seller shall be under no obligation to incur any costs whatsoever in connection with such cure.
(d) In the event Seller has not yet satisfied each and assessmentsevery of Purchaser’s stated title objections within thirty (30) days following the date of Purchaser’s provision of such objections, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and Seller shall notify Purchaser in writing (“Seller’s Notice”) of any of Purchaser’s title objections which Seller is obligated unable to, or elects not to, satisfy. Within three (3) business days following Seller’s Notice, Purchaser shall elect to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if either (i) the personal property covered by such security interests are no longer in or on the Real Propertyterminate this Contract, which shall constitute a Permitted Termination, or (ii) waive those title objections specified in the Seller’s Notice which Seller has not satisfied and proceed to Closing whereupon such personal property is waived title matters shall also be deemed “Permitted Exceptions.” In the property of a Tenantevent Purchaser fails to elect (i) or (ii) within such three (3) business days period, then, and Seller executes and delivers an affidavit to in such effectevent, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property Purchaser shall be affected by any lien which, pursuant deemed to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienhave elected (ii).
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Condominium Purchase Contract, Condominium Purchase Contract
Title Commitment. (a) Seller shall convey good and marketable title to the Property to Purchaser has ordered at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) business days following the “Acquisition Date” (as defined below), Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”). On or before March 12, 2014, Purchaser shall provide to Seller issued by the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure (failure to give such notice shall be deemed an election not to cure any objections or matters set forth in the Title Objection Letter). In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive a prompt refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. If Purchaser does not terminate this Agreement prior to the expiration of the aforesaid five (5) day period, then at Closing, Purchaser shall accept title to the Property subject to the Permitted Encumbrances (subject to Seller’s absolute obligation to cause the removal and release of record of any and all Monetary Liens (as hereinafter defined) at or before Closing).
(b) All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), are herein collectively called the “Permitted Encumbrances”.
(c) In the event that any update to the Title Commitment or Survey, including any update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionexceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments of a liquidated amount that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates this Agreement pursuant to the Title Commitment as Permitted Exceptions.
immediately preceding sentence, (a) the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) Purchaser shall be entitled to receive reimbursement from Seller for all out-of-pocket expenses incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement, and (c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on neither party shall have any further obligations hereunder other than the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedSurviving Obligations.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issued, issued by the Lawyer's Title Company Insurance Corporation under Commitment No. NYN-02-001835 (the “"Title Commitment”"). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive will deliver written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed objections to have accepted or waived such exceptions to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted on or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title prior to the Real Propertyexpiration of the Evaluation Period. In addition, Purchaser’s counsel Purchaser shall have five (5) Business Days after he or she Purchaser's counsel receives notice of such any new objection or exception (to the “New Objection Date”) (or as promptly as possible title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing Closing, Purchaser shall provide Seller with written notice of such new objection if such Purchaser deems same unacceptable (title matters objected to by Purchaser as set forth in this Section 6.2 are herein called "Title Objections"). If Purchaser's counsel receives notice is received of any Title Objections with less than five (5) Business Days prior to the Closing)Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to provide have five (5) Business Days to review said Title Objections and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with written notice if such exception constitutes a Title Objectionrespect to Seller's right to cure same. In the event Seller does not receive notice of such the Title Objection Objections by the New Objection Dateapplicable objection date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment or on any updates thereto as Permitted Exceptions. Prior to the expiration of the Evaluation Period (unless this Agreement has been terminated or is deemed terminated by Purchaser), Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, an owner's policy of title insurance (the "Title Policy") in the amount of the Purchase Price on the then-standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a) and Purchaser's review and acceptance of same, all matters shown on such form Title Commitment and the exceptions shown on Exhibit G (collectively, the "Permitted Exceptions") are conclusively deemed to be acceptable to Purchaser.
(cb) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title ObjectionObjection (and the Title Company shall affirmatively insure same). If on the Closing Date there shall be security interests filed against the Real PropertyProperty which relate to personal property, such items shall not be Title Objections if (A) (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five has expired under applicable law, and (5B) year prior to the Closing Date and was not renewedTitle Company shall affirmatively insure over the same.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment or insures against collection thereof from out of the Real Propertyin a manner reasonably satisfactory to Purchaser, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements, in a manner reasonably satisfactory to Purchaser, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsObjections if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements in a manner reasonably satisfactory to Purchaser.
Appears in 2 contracts
Sources: Agreement of Sale and Purchase (Mack Cali Realty Corp), Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issued, issued by the Lawyer's Title Company Insurance Corporation under Commitment No. NYN-02-001837 (the “"Title Commitment”"). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive will deliver written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed objections to have accepted or waived such exceptions to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted on or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title prior to the Real Propertyexpiration of the Evaluation Period. In addition, Purchaser’s counsel Purchaser shall have five (5) Business Days after he or she Purchaser's counsel receives notice of such any new objection or exception (to the “New Objection Date”) (or as promptly as possible title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing Closing, Purchaser shall provide Seller with written notice of such new objection if such Purchaser deems same unacceptable (title matters objected to by Purchaser as set forth in this Section 6.2 are herein called "Title Objections"). If Purchaser's counsel receives notice is received of any Title Objections with less than five (5) Business Days prior to the Closing)Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to provide have five (5) Business Days to review said Title Objections and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with written notice if such exception constitutes a Title Objectionrespect to Seller's right to cure same. In the event Seller does not receive notice of such the Title Objection Objections by the New Objection Dateapplicable objection date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment or on any updates thereto as Permitted Exceptions. Prior to the expiration of the Evaluation Period (unless this Agreement has been terminated or is deemed terminated by Purchaser), Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, an owner's policy of title insurance (the "Title Policy") in the amount of the Purchase Price on the then-standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a) and Purchaser's review and acceptance of same, all matters shown on such form Title Commitment and the exceptions shown on Exhibit G (collectively, the "Permitted Exceptions") are conclusively deemed to be acceptable to Purchaser.
(cb) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title ObjectionObjection (and the Title Company shall affirmatively insure same). If on the Closing Date there shall be security interests filed against the Real PropertyProperty which relate to personal property, such items shall not be Title Objections if (A) (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five has expired under applicable law, and (5B) year prior to the Closing Date and was not renewedTitle Company shall affirmatively insure over the same.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment or insures against collection thereof from out of the Real Propertyin a manner reasonably satisfactory to Purchaser, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements, in a manner reasonably satisfactory to Purchaser, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsObjections if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements in a manner reasonably satisfactory to Purchaser.
Appears in 2 contracts
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty Corp)
Title Commitment. Seller shall, not later than ten (a10) Purchaser has ordered days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy (the "Title Commitment"), the cost of said commitment shall be paid by Buyer and reimbursed by Seller at Closing, issued through a title insurance commitment company acceptable to Buyer and authorized to issue title insurance in Kansas located (the "Title Company"), together with respect complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to the Real Property issued, by title in the Title Company Commitment. Buyer shall have until ten (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller 10) days after receipt of the Title Commitment, together with legible copies of Exception Documents, and the title exceptions listed thereon. On or before March 28, 2014 Survey (the “Title Objection Date”), Purchaser shall "Review Period") in which to notify Seller in writingwriting of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters which are set forth in the Title Commitment and to which Buyer does not object within the Review Period shall be deemed to be permitted exceptions to the status of Seller's title (the "Permitted Exceptions"). Within fifteen (15) days after receipt of Buyer's objections, if there are (the "Cure Period") Seller shall either: (i) any monetary liens or other title exceptions cure all such matters objected to by Buyer and notify Buyer in writing that Purchaser objects to (“Title Objections”) the same have been cured; or (ii) any Survey Objectionprovide such evidence as is reasonably satisfactory to Buyer and the Title Company that all such matters will be cured on or before the Closing in order that the Title Company may, as of the Closing, issue the Owner's Policy subject only to the Permitted Exceptions; or (iii) notify Buyer in writing that Seller elects not to cure one or more of the matters objected to by Buyer. In the event Seller does elects not receive to cure Buyer's title objections and notifies Buyer that the same have been cured or provide evidence reasonably satisfactory to Buyer and the Title Company that Buyer's title objections will be cured on or before the Closing, then Buyer shall have the right to terminate this Contract by giving Seller written notice of termination at any Title Objections or Survey Objection by time after expiration of the Title Objection DateCure Period and prior to the Closing. In the event Buyer terminates this Contract in accordance with this paragraph 7, TIME BEING OF THE ESSENCE, then Purchaser the ▇▇▇▇▇▇▇ Money will be deemed returned to have accepted or waived such exceptions to title Buyer and the parties shall be relieved of their respective rights and obligations set forth on in this Contract. In the Title Commitment as permitted exceptions event Buyer does not terminate this Contract during said ten (as accepted or waived by Purchaser10) day period, the “Permitted Exceptions”) and Buyer shall be deemed to have waived elected to waive its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title objections and accept title subject to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to matter reflected in the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied cured by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Real Estate Sale Contract, Real Estate Sale Contract
Title Commitment. As soon as is reasonably practicable after the execution of this Agreement, Seller shall obtain and cause a copy to be delivered to Purchaser: (ai) Purchaser has ordered a title commitment, issued by a title insurance commitment with respect company reasonably satisfactory to Purchaser (the “Title Insurer”), indicating the condition of title to the Real Property issued, by Interests and the Title Company Common Facilities Real Property Interests (the “Title CommitmentReport”), accompanied by copies of all recorded documents listed as exceptions to coverage in the Title Report; and (ii) a copy of an ALTA-ACSM survey of the Real Property Interests and the Common Facilities Real Property Interests (which will have a separate legal description of the Ashtabula III Project and the Common Facilities Area (the “Existing Survey”)). On or before March 12, 2014Seller shall be responsible for costs associated with procuring the Title Report and the Existing Survey; provided, Purchaser shall provide to Seller be responsible for the cost associated with resolving any exceptions reported in such Title Commitment, together with legible copies of the title exceptions listed thereon. On Report or before March 28, 2014 matters shown on such Existing Survey (the “Exceptions”) and for the cost associated with any Title Objection DatePolicy Purchaser desires to obtain at any time after execution of this Agreement. Seller shall cooperate reasonably with Purchaser in resolving any such Exceptions. In connection therewith, Seller shall (and shall cause its Affiliates, as necessary, to) use good faith reasonable efforts to obtain, for the benefit of Purchaser, from the mortgagees and other third parties identified by Purchaser, non-disturbance and attornment agreements or consents in a form reasonably acceptable to Purchaser and sufficient to enable the Title Company to remove the related Exceptions from the Title Report or to issue endorsements to the Title Policy affirmatively insuring the Purchaser against loss arising out of the mortgages or other encumbrances disclosed in such Exceptions addressed by such non-disturbance agreements (collectively, the “Non-Disturbance Agreements”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice that all of any Title Objections or Survey Objection by the pre-Closing requirements relating to the Title Objection Date, TIME BEING OF THE ESSENCEPolicy are not satisfied in full at Closing, then Purchaser will be deemed may in its sole discretion permit Seller to have accepted or waived such exceptions to title set forth on resolve the applicable Title Commitment Objections, and/or provide Non-Disturbance Agreements and/or other curative documents, as permitted exceptions (as accepted or waived by Purchaserthe case may be, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice within an agreed upon period of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to time following the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Wind Energy Purchase Agreement (Otter Tail Corp), Wind Energy Purchase Agreement (Otter Tail Corp)
Title Commitment. (a) Purchaser has ordered Seller shall, within ten (10) days after the Effective Date, furnish to Purchaser: (I) a title insurance commitment with respect ("Commitment"), by the terms of which Title Company agrees to issue to Purchaser at Closing an 1992 ALTA Owner Policy of Title Insurance (as amended to date) ("Title Policy") in the amount of the Purchase Price, insuring Purchaser's fee simple title to the Real Property issuedto be good and indefeasible, subject to the terms of such policy and the exceptions described therein; and (H) a photocopy of all documents ("Title Documents") describing all title exceptions shown on the Commitment. As used herein, the term "Title Objection Period" shall mean a period commencing on the first day following Seller's delivery to Purchaser of the Survey, Commitment and Title Documents and ending ten (10) days thereafter. All matters shown on the Survey and exceptions listed in the Commitment which are not objected to by Purchaser by delivery of written notice to Seller within the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser Objection Period shall provide be conclusively deemed to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects be acceptable to (“Title Objections”) or (ii) any Survey ObjectionPurchaser. In the event Seller does not receive written notice of Purchaser timely objects to any Title Objections title exception or Survey Objection by the matter ("Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing"), to provide Seller with written notice if may but shall not be obligated to, cure such exception constitutes a Title Objection. In the event Seller does not receive notice of such notifies Purchaser that Seller is unable or unwilling to cure any Title Objection by the New Objection DateObjection, Purchaser will shall be deemed to have accepted the exceptions to title set forth on any updates to waived the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than unless within five (5) year prior days following such notice, Purchaser delivers to Seller written notice terminating this Agreement. Notwithstanding anything herein to the Closing Date and was contrary, in the event that Purchaser's right to terminate this Agreement pursuant to any provision of this Section 5.1 has not renewed.
(d) If expired prior thereto, it shall expire upon expiration of the Inspection Period. As used in this Agreement, the term "Permitted Exceptions" shall mean all matters either shown on the Closing Date Survey or listed in the Real Property shall be affected by any lien whichCommitment to which Purchaser does not raise a Title Objection within the Title Objection Period or, pursuant having objected, Purchaser waives or is deemed to have waived in accordance with the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSection 5.1.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Agreement of Sale and Purchase (Walden Residential Properties Inc), Agreement of Sale and Purchase (Walden Residential Properties Inc)
Title Commitment. (a) Purchaser has ordered During the Feasibility Period, Buyer may, at Buyer’s expense, obtain a title insurance commitment for issuance of an ALTA Form B Owner’s Policy of Title Insurance with respect to the Real Property issued, by the Title Company extended coverage (the “Title Commitment”)) showing all endorsements thereto which Buyer may require. On or before March 12, 2014, Purchaser shall provide to Seller In the event that the Title CommitmentCommitment discloses defects of title or other matters unsatisfactory to Buyer, together with legible copies Buyer may, in Buyer’s sole and absolute discretion, notify Seller during the Feasibility Period of such title defects or other matters to which Buyer objects. If Buyer fails to make an objection as provided herein or if Buyer makes an objection but fails to terminate this Agreement within ten (10) calendar days after receipt of written notice from Seller that Seller is unable or unwilling to cure any such objections (which written notice Seller must provide within ten (10) calendar days of receipt of Buyer's written notification of objections/title defects or Seller shall be deemed to have elected not to cure such objections), title to the Property as disclosed in the Title Commitment shall be deemed to be acceptable, and any objection thereto shall be deemed to have been waived for all purposes. If, between the expiration of the Feasibility Period and Closing, title exceptions listed thereon. On becomes unmarketable or before March 28subject to encumbrances which substantially impair the intended use of the Property, 2014 (the “Title Objection Date”), Purchaser shall Buyer will notify Seller in writing, detailing such objection, and if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive elect to or is unable to cure or reasonably mitigate such objection within ten (10) calendar days after Seller's receipt of Buyer's written notice, then Buyer may elect to either accept title to the Property subject to such objection (in addition to all other matters which Buyer has approved or is deemed to have approved as set forth above) or terminate this Agreement by delivering written notice to Seller within ten (10) calendar days following the end of Seller's cure period, in which event the Deposit shall be paid by Escrow Agent to Buyer and the parties hereto shall be relieved of all obligations hereunder. If Buyer fails to provide written notice of any Title Objections or Survey Objection such termination by the Title Objection Datesuch date, TIME BEING OF THE ESSENCE, then Purchaser Buyer will be deemed to have accepted or waived such exceptions elected to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to accept title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedobjections.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (ARC Group, Inc.)
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issued, issued by the Lawyer's Title Company Insurance Corporation under Commitment No. NYN-02-001836 (the “"Title Commitment”"). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive will deliver written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed objections to have accepted or waived such exceptions to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted on or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title prior to the Real Propertyexpiration of the Evaluation Period. In addition, Purchaser’s counsel Purchaser shall have five (5) Business Days after he or she Purchaser's counsel receives notice of such any new objection or exception (to the “New Objection Date”) (or as promptly as possible title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing Closing, Purchaser shall provide Seller with written notice of such new objection if such Purchaser deems same unacceptable (title matters objected to by Purchaser as set forth in this Section 6.2 are herein called "Title Objections"). If Purchaser's counsel receives notice is received of any Title Objections with less than five (5) Business Days prior to the Closing)Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to provide have five (5) Business Days to review said Title Objections and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with written notice if such exception constitutes a Title Objectionrespect to Seller's right to cure same. In the event Seller does not receive notice of such the Title Objection Objections by the New Objection Dateapplicable objection date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment or on any updates thereto as Permitted Exceptions. Prior to the expiration of the Evaluation Period (unless this Agreement has been terminated or is deemed terminated by Purchaser), Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, an owner's policy of title insurance (the "Title Policy") in the amount of the Purchase Price on the then-standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a) and Purchaser's review and acceptance of same, all matters shown on such form Title Commitment and the exceptions shown on Exhibit G (collectively, the "Permitted Exceptions") are conclusively deemed to be acceptable to Purchaser.
(cb) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title ObjectionObjection (and the Title Company shall affirmatively insure same). If on the Closing Date there shall be security interests filed against the Real PropertyProperty which relate to personal property, such items shall not be Title Objections if (A) (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five has expired under applicable law, and (5B) year prior to the Closing Date and was not renewedTitle Company shall affirmatively insure over the same.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment or insures against collection thereof from out of the Real Propertyin a manner reasonably satisfactory to Purchaser, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements, in a manner reasonably satisfactory to Purchaser, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsObjections if the Title Company either omits the lien as an exception from the Title Commitment or insures against collection thereof from or out of the Real Property and/or the Improvements in a manner reasonably satisfactory to Purchaser.
Appears in 2 contracts
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P), Agreement of Sale and Purchase (Mack Cali Realty Corp)
Title Commitment. Within five (a5) business days of the Effective Date, Escrow Agent shall deliver to Purchaser has ordered and Seller a preliminary commitment (the “Commitment”) for a standard owner’s policy of title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title CommitmentPolicy”) issued by Title Company, together with a copy of the documents forming the basis for each exception therein. Seller has made available to Purchaser in Seller’s data room a copy of the most recent survey pertaining to the Real Property in Seller’s possession or control. Purchaser may elect to obtain, in its sole discretion and at its expense, a new or updated survey of the Real Property (the “Survey”). On or before March 12Within five (5) business days following receipt of the later to be received of (i) the Commitment from Title Company and (ii) the Survey, 2014but in no event later than twenty-five (25) days after the Effective Date, Purchaser shall provide deliver to Seller the Title Commitment, together with legible copies of the a written notice setting forth those title exceptions listed thereon. On or before March 28, 2014 and survey matters to which Purchaser objects (the “Title Objection DateObjections”). Any title or survey matter to which Purchaser does not object within said period shall be deemed a Permitted Exception. Within five (5) business days of Seller’s receipt of Purchaser’s Title Objections (“Seller’s Election Period”), Seller shall notify Purchaser of those Title Objections that Seller shall cure on or before the Closing. To the extent that Seller affirmatively elects to cure a Title Objection, the cure of such Title Objection shall be a condition precedent to Purchaser’s obligation to close the transactions described in this Agreement (the failure of which would entitle Purchaser to a refund of the Deposit). If Seller fails to respond to Purchaser within Seller’s Election Period or, if Seller’s response fails to address all Title Objections, such failure shall be deemed an election by Seller not to cure those Title Objections to which Seller has not responded or addressed. Purchaser shall notify Seller in writing, if there are have five (i5) any monetary liens or other title exceptions that Purchaser objects business days after Seller’s Election Period to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any either waive Purchaser’s objection to those Title Objections which Seller has elected or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted elected not to cure, or waived such exceptions to title set forth on else terminate this Agreement, and in the Title Commitment as permitted exceptions absence of termination within said five (as accepted or waived by Purchaser5) business day period, the “Permitted Exceptions”) and Purchaser shall be deemed to have waived its right such Title Objections, and such Title Objections shall be deemed Permitted Exceptions. Notwithstanding anything contained herein to the contrary, Seller hereby agrees to (i) cause all monetary liens on the Real Property to be removed at or prior to Closing unless it is a monetary lien securing a loan that the Purchaser has expressly agreed to assume herein and Purchaser shall have no obligation to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents monetary liens and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit agrees to such effect, or the security interest was filed more than five (5) year prior use commercially reasonable efforts to satisfy all requirements to the Closing Date and was not renewed.
(d) If on issuance of the Closing Date the Real Property shall be affected by any lien which, pursuant Title Policy to the provisions of this Agreement, is required to be discharged extent within the discretion or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that control of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (CNL Healthcare Properties, Inc.)
Title Commitment. (a) Purchaser has ordered Within 10 days of the Effective Date, Seller will cause to be delivered to Buyer a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller ) from the Title Commitment, together with legible Company committing to issue to Buyer a standard coverage owners policy of title insurance in the amount of the Purchase Price and copies of all documents listed on Schedule B to the title Title Commitment as exceptions listed thereonto coverage. On or before March 28, 2014 Buyer will have 20 days from receipt of the Title Commitment (the “Title Objection DateReview Period”), Purchaser shall ) to notify Seller in writing, if there are (i) writing of any monetary liens or other title exceptions that Purchaser objects to objections (“Title Objections”) or (ii) any Survey Objectionto title as revealed in the Title Commitment, which writing will set forth the specific basis for Buyer’s objection(s). In the event If ▇▇▇▇▇ fails to notify Seller does not receive written notice of any Title Objections or Survey Objection by prior to the expiration of the Title Objection Date, TIME BEING OF THE ESSENCEReview Period, then Purchaser ▇▇▇▇▇ will be deemed to be satisfied with the condition of title and to have waived all Title Objections. If Buyer does deliver written notice of its Title Objections within the Title Review Period, Buyer will be deemed to have accepted or waived such exceptions any objections to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted or waived and not objected to in Buyer’s notice of Title Objections. As to those Title Objections raised by Purchaser▇▇▇▇▇ during the Title Review Period, Seller will work with the Title Company to resolve, if reasonably possible, the objections. If Seller notifies Buyer that Seller is unable to cure or obtain insurance over the Title Objections prior to the Closing, Buyer will, at Buyer’s sole option: (a) notify Seller in writing that Buyer elects to terminate this Agreement, in which event this Agreement will terminate and the ▇▇▇▇▇▇▇ Money Deposit will be returned to Buyer and neither Party will have any further rights, liabilities or other obligations under this Agreement, except with respect to those matters intended to survive termination; or (b) waive the Title Objections and proceed to Closing. After the expiration of the Title Review Period and so long as Buyer has not terminated this Agreement, the remaining title exceptions will be deemed “Permitted Exceptions”) and shall . Notwithstanding the foregoing, Seller will cause to be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to removed from title to the Real PropertyProperty any recorded deeds of trust, Purchasermechanics’ or materialmen’s counsel shall have five (5) Business Days after he liens, delinquent tax liens or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptionsjudgment liens.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 2 contracts
Sources: Real Property Purchase and Sale Agreement, Real Property Purchase and Sale Agreement
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (aas defined below, or as otherwise permitted below). Within five (5) days following the Effective Date, Purchaser has ordered shall request that the Escrow Agent prepare (and, upon receipt, provide a copy to Seller), a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12) for a standard form ALTA Owner's Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2014, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event each such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner reasonably acceptable to Purchaser (i) any monetary liens or other title exceptions Unacceptable Encumbrances that Purchaser objects to (“Title Objections”) or are intentionally created by Seller and (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than Unacceptable Encumbrances and the Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge have any further rights or satisfy obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. Seller shall, within five (a5) Purchaser has ordered business days after the Effective Date, obtain and deliver to Buyer a title insurance current commitment with respect to the Real Property issued, by the for an ALTA Owner’s Title Company Insurance Policy (the “Title Commitment”)) from the Title Company relating to the Property in an amount equal to the Purchase Price for the Property. On The title commitment delivered hereunder shall insured good and marketable title as therein shown, name Purchaser as proposed insured, and be subject only to those exceptions as therein stated. Buyer shall have the right to have a survey (the “Updated Survey”) of the Property prepared at the sole cost and expense of Buyer and Buyer shall order such Updated Survey within five (5) days after the Effective Date. Buyer shall have until five (5) business days after receipt of the Title Commitment and Updated Survey, if applicable (the “Title Review Period”) to give Seller a detailed notice objecting to any exception or before March 12, 2014, Purchaser shall provide condition contained in the Title Commitment or the Updated Survey. If Buyer does not give notice of any objections to Seller within the Title Review Period, Buyer shall be deemed to have approved the title as shown in the Title Commitment, together with legible copies of the title exceptions listed thereon. On exceptions, and all matters shown on the existing survey or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writingUpdated Survey, if there are any, and any such exceptions or matters shall become “Permitted Exceptions”. Notwithstanding anything to the contrary contained in this Agreement, Permitted Exceptions shall not include (i) any monetary liens requirements contained in the Title Commitment to be met or other title exceptions complied with by Seller as a condition to the issuance of the Title Policy (but excluding any requirements for Endorsements that Purchaser objects to (“Title Objections”) are provided or requested after the Due Diligence Period), or (ii) any Survey Objectionindebtedness or liens created by or through Seller shown in the Title Commitment, except the mortgage evidencing the Loan currently encumbering the Property, which are removable by the payment of money in an ascertainable amount (“Required Cure Items”), which Seller shall comply with, pay or have released, as the case may be, on or before the Closing. In Notwithstanding anything to the contrary contained herein, in the event any mechanic liens or other inchoate claims or liens (such as a commercial real estate broker commission) of a definite and ascertainable amount are being disputed by Seller does not receive written notice of any Title Objections in good faith at Closing, Seller shall have bonded or Survey Objection discharged such liens at or prior to Closing, and the coverage by the Title Objection DateCompany shall not make any exception for such liens or claims. If Buyer provides timely objections, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel Seller shall have five (5) Business Days business days after he or she receives receipt of Buyer’s notice of such exception (the “New Objection DateTitle Cure Period”) in which to elect, by written notice to Buyer (“Seller’s Title Notice”), either (A) to cure Buyer’s objections, or (B) not to cure Buyer’s objections; provided, however, notwithstanding the foregoing, Seller shall have no obligation whatsoever to cure or attempt to cure any of Buyer’s objections except as promptly as possible prior set forth in this Agreement. Notwithstanding the preceding sentence, Seller shall be obligated, at Closing, to cause Title Company to remove deeds of trust, mortgages, security deeds or other security liens encumbering the Property, except the currently existing mortgage in favor of Lender which will be assumed by Buyer, which are created by, through or due to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objectionacts of Seller. In the event Seller is unable to cause the Title Company to remove or insure over any Required Cure Items, Buyer’s sole remedy shall be to terminate the Agreement at which time the Title Company shall return the E▇▇▇▇▇▇ Money to Buyer, the Seller shall reimburse Buyer for its third party out of pocket expenses up to $40,000.00, and the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination). In the event that Seller fails to provide such written notice of its election to proceed under either clause (A) or (B) above, Seller shall be deemed to have elected clause (B) above. If Buyer provides timely objections and all of Buyer’s objections are not cured (or agreed to be cured by Seller prior to Closing) within the Title Cure Period for any reason, then, within five (5) days after receipt or deemed receipt of Seller’s Title Notice, Buyer shall, as its sole and exclusive remedy, waiving all other remedies, either: (x) terminate this Agreement by giving a termination notice to Seller, at which time Title Company shall return the E▇▇▇▇▇▇ Money to Buyer and the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Buyer’s title as shown in the Title Commitment, the title exception documents, the existing survey or the Updated Survey, if any, and any such uncured objections shall become “Permitted Exceptions”. If Seller does not timely receive notice of such Title Objection by the New Objection DateBuyer’s election to terminate under this Section, Purchaser Buyer will be deemed to have accepted waived the exceptions to title set forth on any updates to the Title Commitment as uncured objections and such uncured objections shall become “Permitted Exceptions”.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Inland Residential Properties Trust, Inc.)
Title Commitment. (a) Purchaser has ordered a title insurance commitment a. Seller makes no representations or warranties with respect to the Real status of title to the Property. Within thirty (30) business days after the Effective Date, Seller shall, at Seller’s expense, obtain a commitment from Escrow Agent to issue an owner’s policy of title insurance insuring Buyer’s title to the Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller ) and deliver the Title Commitment, together with legible Commitment and copies of or internet access to copies of all recorded documents referenced in the title exceptions listed thereon. On or before March 28Title Commitment to Buyer.
b. Buyer shall have until the date ten business days after the receipt of the Title Commitment and the Survey (collectively, 2014 (the “Title Objection DateTitle/Survey”), Purchaser shall notify ) to review Title/Survey and to give Seller in writing, if there are written notice of (i) any monetary liens defects in the marketability of Seller title to the Property or other any encumbrances on Seller’s title exceptions to the Property that Purchaser objects are objectionable to (“Title Objections”) or Buyer, and (ii) any Survey Objectionthe specific actions Buyer requests that Seller take with respect to each such defect or encumbrance (a “Title Objection Notice”). In Any defects in or encumbrances on Seller’s title that Buyer does not identify in a timely Title Objection Notice are each a “Permitted Exception.” Within three (3) business days after Seller’s receipt of a Title Objection Notice from Buyer, Seller will notify Buyer, in writing, of the event actions, if any, that Seller is willing to take with respect to each of the matters identified in the Title Objection Notice and the time frame in which Seller will take those actions (“Seller’s Title Notice”). If Seller’s Title Notice indicates that Seller unconditionally agrees to make ▇▇▇▇▇▇’s title to the Property marketable on or before the closing date established pursuant to Section 15, the parties shall proceed to closing pursuant to the terms of this Agreement. If Seller’s Title Notice indicates that Seller does not receive unconditionally agree to make Seller’s Title to the Property marketable on or before the closing date established in Section 11, Buyer may, at any time with three (3) business days after Buyer’s receipt of Seller’s Title Notice, terminate this Agreement by written notice of to Buyer in which case this Agreement is terminated and Escrow Agent must disburse any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed ▇▇▇▇▇▇▇ Money (other than ▇▇▇▇▇▇▇ Money that Escrow Agent has disbursed to have accepted or waived such exceptions Seller pursuant to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”Sections 4(b) and (c)) (“Buyer’s Title Termination Notice”). If Buyer does not deliver a Buyer’s Title Termination Notice to Seller within the three (3) business days after ▇▇▇▇▇’s receipt of Seller’s Title Notice, than Seller must perform in accordance with Seller’s Title Notice, Buyer shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title Buyer’s objections to the Real Propertyextent Seller has not agreed to address them in Seller’s Title Notice, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior matters to the Closing if such notice is received with less than five (5) Business Days prior which Buyer objected and Seller did not agree to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be resolve are deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given parties shall proceed to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits in accordance with the Title Company a sum terms of money or a parental guaranty reasonably acceptable to this Agreement and the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that terms of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed ’s Title ObjectionsNotice.
Appears in 1 contract
Sources: Purchase Agreement
Title Commitment. The parties acknowledge that Seller has provided Purchaser with a current ALTA Form B title commitment (aor such other comparable form as may be reasonably acceptable to Purchaser and customary in the state where the Property is located) Purchaser has ordered a (the "Title Commitment") for an owner's title insurance commitment with respect policy issued by the title company identified in Line 10 of the Summary Statement (the "Title Company"), covering title to the Real Property issuedLand, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title CommitmentImprovements and Appurtenant Rights, together with legible copies of each of the documents underlying the title exceptions listed thereontherein. On or before March 28, 2014 the date that is ten (10) business days after Purchaser's receipt of the Title Commitment and the Survey (defined below) (the “Title "Objection Date”"), Purchaser shall will notify Seller in writing, if there are writing (ithe "Exception Notice") any monetary liens or other as to those title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by listed in the Title Commitment which it will accept (the "Permitted Exceptions"). If Purchaser fails to provide Seller the Exception Notice on or before the Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will the title exceptions listed in the Title Commitment shall be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “be Permitted Exceptions”) Exceptions and Purchaser shall be deemed to have waived its right to object to any Survey Objection.
such exceptions. Seller shall have the right, but not the obligation, until the sooner of (bx) After the Closing Date, or (y) the date which is ten (10) days after the date Seller receives the Exception Notice (the soonest of which is hereinafter referred to as the "Title Clearance Date") to have all title exceptions other than Permitted Exceptions (collectively, the "Unpermitted Exceptions") removed from the Title Objection Commitment or to have Title Company commit to insure, at Seller's expense, against any and all loss or damage that may be occasioned by any such Unpermitted Exceptions. If Seller fails on or before the Title Clearance Date to reasonably demonstrate to Purchaser that the Unpermitted Exceptions have been removed, or in the alternative, that Seller has obtained a commitment for title indemnification or title insurance over such Unpermitted Exceptions (provided such indemnification or insurance shall be acceptable to Purchaser in its sole discretion), then, in either such case, Purchaser shall, as its sole remedy, have the option (the "Title Election") to either (i) terminate this Agreement, whereupon the parties hereto shall have no further obligations hereunder (except for obligations which are expressly intended to survive the termination of this Agreement), and receive a return of the ▇▇▇▇▇▇▇ Money, or 7. proceed with Closing, in which event the Purchase Price shall be reduced by an amount equal to the aggregate amount of all tax, judgment and mechanics' liens of a definite and ascertainable amount that constitute Unpermitted Exceptions and Purchaser shall be deemed to have waived any objection to any other Unpermitted Exceptions. If Purchaser fails to notify Seller of its Title Election within five (5) days after the Title Clearance Date, if Purchaser shall be deemed to have elected to proceed with the Closing, as set forth in subclause (ii) above. In the event the Title Company raises issues any new exception to title modification or supplement to the Real PropertyTitle Commitment between the Objection Date and the Closing Date that is not the result of activities of Purchaser or any of Purchaser's agents, representatives, consultants or contractors and if, in Purchaser’s counsel 's reasonable judgment, any such changes materially and adversely affect the Property or Purchaser's projected use thereof, Purchaser shall have five (5) Business Days business days after he receipt of the modification or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates supplement to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, in which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered object thereto by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply written notice to Seller, and such search results objections shall not be deemed Title Objectionsto be Unpermitted Exceptions. Seller shall have five (5) business days after receipt of Purchaser's objection notice (and, if necessary, the Closing Date shall be extended by the number of days necessary to give Seller this full five (5) business day period) in which to notify Purchaser of its election to cure or not to cure Purchaser's objections in accordance with the third grammatical sentence of the immediately preceding paragraph and the terms and procedures set forth in such paragraph shall again be used to determine the parties rights and obligations vis-a-vis such new Unpermitted Exception(s).
Appears in 1 contract
Sources: Real Estate Purchase and Sale Agreement (Credence Systems Corp)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 125:00 o'clock p.m. central daylight ---------------- savings time on the 15/th/ day after the Effective Date, 2014, Purchaser shall the Seller will provide to Seller the Buyer a preliminary binder for issuance of an ALTA owner's title insurance policy (the "Title Commitment") reflecting Buyer as the proposed insured, in the amount equal to the Purchase Price, issued by Tri-Lakes Title Company, Inc., as agent for Chicago Title Insurance Company, showing fee simple title to the Project to be in Seller, and containing only the exceptions (hereafter called the "Permitted Exceptions") described on Schedule 3.1 attached hereto and made a part hereof, together with legible copies of all documents listed therein as exceptions to title. After receipt of the preliminary title binder and copies of all documents listed therein as exceptions listed thereon. On or before March 28to title, 2014 Buyer shall be allowed fifteen (the “Title Objection Date”), Purchaser shall 15) days to notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice writing of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed objections to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to Seller's title to the Real Property. Said objections shall be in writing or be deemed waived. Upon receipt of any written objections, Purchaser’s counsel Seller shall have five (5) Business Days after he or she receives notice of such exception (promptly undertake to correct the “New Objection Date”) (or as promptly as possible prior defects in title objected to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted Buyer. If the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated unable to pay and discharge correct such defects within one hundred twenty (120) days after Seller's receipt of any written objections to title, the Buyer will be credited against have the Purchase Price (subject option to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, waive such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in defect or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of terminate this Agreement, is required to be discharged in which event neither party shall have any further rights or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from obligations hereunder. If the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title binder discloses judgments, bankruptcies, bankruptcies or other returns exceptions against other persons having names the same as or similar to that of the Seller, Seller will the Seller, on request, shall deliver to Purchaser an affidavit stating the Buyer and the title company affidavits showing that such judgments, bankruptcies or other returns do exceptions are not apply against the Seller. Seller shall also deliver any affidavits and documentary evidence required by the title company to Seller, and such search results shall not be deemed Title Objectionseliminate all exceptions other than the Permitted Exceptions appearing in the title binder.
Appears in 1 contract
Sources: Asset Purchase Agreement (Capitol Communities Corp)
Title Commitment. A. Within three (a3) business days of the Effective Date, Purchaser has ordered a title insurance commitment with respect to the Real Property issuedshall order, by the at Purchaser’s expense, an Owner’s Commitment for Title Company Insurance (the “Title Commitment”) from the Title Company which Title Commitment shall bind the Title Company to issue at Closing an Owner’s Policy of Title Insurance on the standard form of policy prescribed for use in the state where the Real Property is located in the full amount of the Purchase Price, except that the exception as to taxes shall be modified to refer to taxes for the year in which the Closing occurs (the “Owner Policy”); together with a legible copy of all documents referred to in the Title Commitment, including but not limited to plats, reservations, restrictions, and easements (“Title Documents”). Not later than three (3) business days after the receipt thereof, Purchaser shall deliver (or cause the delivery by electronic means) a copy of the Title Commitment and Title Documents to Seller.
B. Purchaser may evaluate the status of title as reflected in the Title Commitment, the Title Documents and the survey referenced on Exhibit “B” (the “Survey”) pursuant to Section 6 below. Any new survey obtained by Purchaser or updates to the existing Survey shall be at Purchaser’s sole cost and expense. On or before March 12, 2014the seventh (7th) day prior to the last day of the Review Period, Purchaser shall provide will deliver to Seller the Title Commitment, together with legible copies a listing of the title those exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions which are not acceptable to Purchaser (as accepted an “Objection Letter”). Although Seller may elect in its sole and absolute discretion to cure or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed attempt to have waived its right to object to cure any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, one or more of Purchaser’s counsel shall have objections specified in the Objection Letter, Purchaser acknowledges and agrees that Seller has no obligation to cure any such objections. If Purchaser timely provides an Objection Letter to Seller, Seller shall, within five (5) Business Days days after he or she receives notice receipt of such exception (the “New Objection Date”) (Letter, notify Purchaser which objections, if any, that Seller has elected to cure or as promptly as possible prior cause to the Closing if be cured before Closing. Failure of Seller to timely provide such notice is received with less than five (5) Business Days prior shall be deemed confirmation that Seller has elected not to cure such objections. If Seller chooses not to cure any of the Closing)objections set forth in the Objection Letter then Purchaser shall have the option, to provide Seller with written notice if such exception constitutes a Title Objection. In be exercised on or before the event Seller does not receive notice expiration of such Title Objection by the New Objection DateReview Period, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if either (i) terminating this Agreement by giving a written termination notice to Seller, at which time the personal property covered by such security interests are Escrow Agent shall promptly return the ▇▇▇▇▇▇▇ Money to Purchaser and the parties shall have no longer in further rights or on the Real Propertyobligations hereunder except as otherwise expressly provided herein, or (ii) such personal property is waiving the property of a Tenantuncured objections by proceeding to Closing and thereby be deemed to have approved Purchaser’s title as shown in the Title Commitment, Title Documents and the Survey, if any, and any such uncured objections shall become Permitted Encumbrances (as hereinafter defined) for all purposes hereunder. Failure by Purchaser to respond to Seller executes by the expiration of the Review Period shall be deemed Purchaser’s election to waive the applicable objection(s), which shall become “Permitted Encumbrances”. Notwithstanding the foregoing, in no event shall a Seller Encumbrance (as hereinafter defined) constitute a Permitted Encumbrance and delivers an affidavit Purchaser shall have no obligation to such effectobject to any Seller Encumbrance. As used herein “Seller Encumbrance” means non-monetary liens and encumbrances voluntarily placed on record against the Property by Seller (and without the written consent of Purchaser which consent may be granted or withheld in Purchaser’s sole and absolute discretion) after the date hereof, any and all monetary liens and security interests voluntarily placed on record against the Property by Seller (and without the written consent of Purchaser which consent may be granted or withheld in Purchaser’s sole and absolute discretion), whether recorded or placed on record prior to or after the security interest was filed more than five (5) year date hereof, and any mechanics’ liens recorded after the date hereof. Seller at its sole cost and expense shall and is hereby obligated to cause to be released at or prior to the Closing Date and was not renewedall Seller Encumbrances.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Title Commitment. (a) Purchaser has ordered Buyer, at its cost and expense, shall obtain and cause a copy to be furnished to Seller of a current title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide ) issued by a title insurance company selected by Buyer and reasonably acceptable to Seller (the “Title CommitmentCompany”), together with legible copies of all exceptions to title referenced therein. The Title Commitment shall set forth the state of title to the Real Property, together with all exceptions listed thereonor conditions to such title, including all easements, restrictions, rights-of-way, covenants, reservations, and all other encumbrances affecting the Real Property which would appear in an owner’s or leasehold title policy, if issued. On The Title Commitment shall contain the express commitment of the Title Company to issue one or before March 28more owners’ or leasehold title policies (collectively, 2014 (the “Title Objection DatePolicy”), Purchaser shall ) to Buyer in an amount equal to the amount of purchase price as allocated per Section 2.2 of the Real Property insuring such title to the Real Property as is specified in the Title Commitment. Buyer will have twenty (20) days from the date Buyer receives the Title Commitment and Survey (as defined below) within which to cause the Title Commitment and the Survey to be examined and to notify Seller in writing, if there are (i) writing of any monetary liens or other material objections to Seller’s title exceptions that Purchaser objects to reflected by the Title Commitment and the Survey (“Title ObjectionsBuyer’s Objection”). Seller shall have twenty (20) or days from receipt of Buyer’s written objections to cure the material defects set forth therein, and to provide Buyer with written notice of Seller’s action to remedy such objection. (ii) any Survey Objection“Seller’s Response”). In the event If Seller does not receive timely cure and provide such notice, Buyer may, within five days thereafter either (a) accept title to the Real Property as provided, or (b) terminate the Agreement in written notice to Seller. If Buyer does not deliver to Seller written notice of any Title Objections or Survey Objection by the Title Objection Datetermination within such day five day period, TIME BEING OF THE ESSENCE, then Purchaser Buyer will be deemed to have accepted or waived such exceptions title to the Real Property as shown in the Title Commitment without reduction of Purchase Price. At Closing, an authorized agent of the Title Company shall down-date and initial the Title Commitment to reflect the condition of title set forth on of the Real Property must be consistent with the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed modified to have waived its right to object to any Survey Objectiondelete Buyer’s objections therefrom.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Asset Purchase Agreement (Tandem Health Care, Inc.)
Title Commitment. (a) Purchaser has ordered a Seller shall convey good and indefeasible title insurance commitment with respect to the Real Property issuedto Purchaser at Closing, subject only to the Permitted Encumbrances (as defined below). During the Inspection Period, Purchaser shall request and obtain from Title Company a commitment for a standard Owner's Policy of Title Insurance issued by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide insuring good and indefeasible fee simple title to Seller the Title CommitmentLand, together with legible copies of the title all exceptions listed thereontherein. On or before March 28, 2014 Purchaser shall have until five (5) business days prior to the expiration of the Inspection Period to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Prior to, or concurrently with, notifying Seller of any objections to title, Purchaser shall endeavor in good faith to cause the Title Company to modify and update the Title Commitment to reflect its requested corrections and revisions. Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all Mortgages and Monetary Liens (each as defined below) and items described in Section 4.1.3(b)(i) by Closing, as further described in Section 4.1.3(b) below, whether or not Purchaser objects thereto. Seller shall notify Seller Purchaser in writingwriting within three (3) business days following Seller’s receipt of the Title Objection Letter concerning which title objections, if there are (i) any monetary liens or other title exceptions that Purchaser objects any, Seller has agreed to (“Title Objections”) or (ii) any Survey Objectioncure. In the event that Seller does not receive written notice undertake to cure all of any Title Objections or Survey Objection by the objections in the Title Objection Date, TIME BEING OF THE ESSENCELetter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser will be deemed shall have until the end of the Inspection Period to have accepted or either (i) waive any such title objection in writing and proceed to Closing (in which event such waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and objection shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closingbe Permitted Encumbrance), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is terminate this Agreement, in which event the property of a Tenant▇▇▇▇▇▇▇ Money shall be delivered to Purchaser upon written notice to Seller and Escrow Agent, and Seller executes neither party shall have any further obligation hereunder except for the Surviving Obligations. The term “Permitted Encumbrances” as used herein includes: (i) all exceptions and delivers an affidavit to such effect, or other title matters shown on the security interest was filed more than five Title Commitment (5) year prior as the same may be revised by the Title Company pursuant to the Closing Date process set forth in this Section 4.1.3(a) above and was not renewed.
(dpursuant to any subsequent updates thereof pursuant to Section 4.1.3(b) If on the Closing Date the Real Property shall be affected by below, but expressly excluding any lien which, title matters that Seller is obligated to remove pursuant to the provisions of this AgreementAgreement or that Seller agrees to remove as part of the process described in this Section 4.1.3(a); (ii) the rights and interests of parties claiming under the Space Leases, is required as tenants only; and (iii) liens to be discharged or satisfied by Seller, Seller secure taxes and assessments not yet due and payable; provided that Permitted Encumbrances shall not be required include (i) matters that Seller has either agreed to discharge cure or satisfy the same of record is obligated to cure as provided the money necessary to satisfy the lien is retained in this Section 4.1.3(a), and (ii) matters that are removed by the Title Company at Closing, and from the Title Commitment prior to the expiration of the Inspection Period or from any pro forma policy provided by the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchiseits counsel, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if which the Title Company insures against collection thereof from or out has otherwise agreed in writing prior to the expiration of the Real Property and/or the Improvements, and provided further that Seller deposits with Inspection Period to remove from the Title Company a sum of money or a parental guaranty reasonably acceptable Policy to be issued at the Title Company and sufficient to secure a release of the Property from the lien thereofClosing. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.{10610630;2} 6
Appears in 1 contract
Sources: Purchase and Sale Agreement (Steadfast Apartment REIT III, Inc.)
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within ten (10) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”)) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, issued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with legible (or the best available) copies of all exceptions listed therein. On or before March 12, 2014, Purchaser shall provide to Seller have ten (10) days following its receipt of the Title Commitment, together with legible (or the best available) copies of the title all exceptions listed thereon. On or before March 28therein and the “Survey” (defined below), 2014 to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a Permitted Encumbrance, or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey, including any update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionexceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates this Agreement pursuant to the Title Commitment as Permitted Exceptions.
immediately preceding sentence, (a) the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) Purchaser shall be entitled to receive reimbursement from Seller for all out-of-pocket expenses incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement not to exceed $50,000.00, and (c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on neither party shall have any further obligations hereunder other than the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedSurviving Obligations.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect Assignee acknowledges that, prior to the Real Property issuedexecution of this Agreement, by Assignee has received Escrow Agent’s commitment to issue to Assignee, as the insured, the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title CommitmentPolicy, together with legible copies of the title all documents referenced as exceptions listed thereon. On or before March 28, 2014 to coverage in Schedule B (the “"Title Objection Date”Commitment"), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection.
6.2.1. In the event Seller does not receive written notice the Title Commitment is amended, Assignee shall have until the date that is three (3) business days following the date on which the amended Title Commitment is received by Assignee together with a copy of any Title Objections or Survey Objection by additional document referenced as an exception to coverage in Schedule B, but in no event later than two (2) business days prior to the Closing Date, to provide Assignor and Escrow Agent with Notice describing any objection to any such additional matter referenced in the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will Commitment other than a Permitted Exception. Assignee’s failure to timely provide Notice of objection to any such additional exception matter referenced in an amended Title Commitment shall be deemed to have accepted constitute Assignee’s approval of such matter. If Assignee timely provides Notice of objection to any such additional exception matter referenced in an amended Title Commitment, Assignor and Assignee shall undertake good faith, reasonable efforts to resolve any such objection, at no cost to Assignor unless Assignor in its sole discretion determines to incur such cost, within three (3) business days of Assignor's receipt of Assignee's Notice, but in no event later than one (1) business day prior to the Closing Date except as hereinafter provided ("Resolution Date"). If Assignor and Assignee fail to resolve any such objection on or waived such exceptions before the applicable Resolution Date, Assignee may terminate this Agreement by giving Notice to title set forth on Assignor and Escrow Agent within three (3) business days of the Title Commitment Resolution Date, but in no event later than the Closing Date (except as permitted exceptions (as accepted or waived by Purchaserprovided in Section 6.2.2, whereupon this Agreement shall terminate, the “Permitted Exceptions”) Deposit shall be returned to Assignee, and thereafter, except as otherwise provided in this Agreement, neither Party shall have any further obligations or liabilities under this Agreement. If Assignee fails to timely give Notice of termination, Assignee shall be deemed to have waived its right to object to any Survey Objectionapproved such additional exception matter.
(b) After 6.2.2. Notwithstanding the Title Objection Dateforegoing, if the an amended Title Company raises Commitment and copy of any new additional document referenced as an exception to title to the Real Propertycoverage in Schedule B thereof, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice other than a Permitted Exception, is received with less than five by Assignee after the date which is three (53) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Closing Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against extended as necessary to accommodate the Real Property, time periods provided herein for objection and resolution of any such items shall not be Title Objections if (i) the personal property covered by objection except each such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property time period shall be affected by any lien which, pursuant limited to one (1) Business Day following the provisions applicable event. For purposes of this Agreement, is required to be discharged or satisfied by Seller, Seller Permitted Title Exceptions shall not be required to discharge or satisfy include any matters in the same Requirements section of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable Commitment issued by Escrow Agent to the Title Company and sufficient extent relating to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, Assignee and/or its organization or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objectionsauthority.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)
Title Commitment. (a) Prior to the execution and delivery hereof, Purchaser has ordered caused the Title Company to furnish to Purchaser a preliminary title report or title commitment dated March 7, 2006 (the “Commitment”), by the terms of which the Title Company agrees to issue to Purchaser at Closing an owner’s policy of title insurance commitment (the “Title Policy”) in the amount of the Purchase Price on the ALTA Owner Policy of Title Insurance with respect extended coverage, Standard Form Rev. 10/17/92 (as amended to date), insuring Purchaser’s fee simple title to the Real Property issuedto be good and indefeasible, by subject to the terms of such policy and the exceptions described therein. The Commitment (including all endorsements) is attached to this Agreement as Exhibit L. As a condition to Purchaser’s obligation to close, the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller deliver the Title Commitment, together with legible copies Policy to Purchaser at Closing effective as of the title exceptions listed thereon. On or before March 28date and time of the recording of the Deed, 2014 (in the “Title Objection Date”), amount of the Purchase Price insuring Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice as owner of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to fee simple title to the Real Property, Purchaser’s counsel shall have and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date.
(b) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the Effective Date and the Closing, and (ii) not disclosed by the Title Company or otherwise known to Purchaser prior to the Effective Date provided the Purchaser must deliver a notice of objections to Seller on or before the date that is five (5) Business Days after he or she receives notice days following Purchaser’s receipt of such exception (supplement or update and Purchaser shall have the “New Objection Date”) (or as promptly as possible prior right to extend the Closing Date to the Closing if extent such notice receipt is received with less than within five (5) Business Days prior days of the original Closing Date. If Purchaser fails to the Closing), deliver to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of objections on or before such Title Objection by the New Objection Datedate, Purchaser will be deemed to have accepted the exceptions to title set forth on waived any updates objection to the Title Commitment new exceptions, and the new exceptions will be included as Permitted Exceptions.
Exceptions subject to the provisions of Section 6.2(d). Seller will have not less than ten (c10) All taxesdays from the receipt of Purchaser’s notice (and, water rates or chargesif necessary, sewer rents and assessments, plus interest and penalties thereon, which on Seller may extend the Closing Date are liens against to provide for such ten (10) day period and for five (5) days following such period for Purchaser’s response), within which t▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to remove the Real Property and which objectionable new exceptions except as provided for in Section 6.2(d) below. If, within the ten (10) day period, Seller is obligated does not remove the objectionable new exceptions, then Purchaser may terminate this Agreement upon notice to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are Seller no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more later than five (5) year prior to days following expiration of the Closing Date and was not renewed.
ten (d10) day cure period. If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of Purchaser terminates this Agreement, is required the E▇▇▇▇▇▇ Money Deposit will be promptly returned to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingPurchaser, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, parties shall be an objection to title if the Title Company insures against collection thereof released from or out of the Real Property and/or the Improvements, and provided all further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereofobligations under this Agreement. If a search of title discloses judgmentsPurchaser fails to terminate this Agreement in the manner set forth above, bankruptcies, the new exceptions (except those Seller has removed or other returns against other persons having names the same is obligated by Section 6.2(d) below to remove) will be included as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsPermitted Exceptions.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Hines Real Estate Investment Trust Inc)
Title Commitment. Within forty-five (a45) Purchaser has ordered a days after the Effective Date of this Contract, Purchaser, at its cost and expense, shall procure for itself an ALTA Form B standard title insurance commitment with respect to (the Real Property issued“Commitment”), issued by the Title Company (Company, showing the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies condition of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to Seller’s title to the Real PropertyEstate. Purchaser shall, Purchaser’s counsel within ten (10) days after receipt of the Commitment, notify Seller of any unacceptable physical or other defects therein disclosed. Seller shall have five thirty (530) Business Days after he or she receives notice of such exception (the “New Objection Date”) days (or such longer period as promptly as possible prior Purchaser may in writing approve) in which to cure or remove any such unacceptable defects, to the Closing if extent Seller elects to cure or remove them. If Seller is unwilling or unable to remove such notice is received with less than five defects within said period, Purchaser may either (5a) Business Days prior to the Closing), to provide Seller with cancel and terminate this Contract upon written notice if to Seller, in which event Escrow Agent shall immediately return the ▇▇▇▇▇▇▇ Money to Purchaser and neither party shall have any further obligation to one another under this Contract except for those liabilities which expressly survive the termination of this Contract, or (b) waive such defects and proceed to Closing. If Purchaser fails to notify Seller of an objection to an exception constitutes a Title Objection. In to title as reflected on the event Seller does not receive notice of such Title Objection by Commitment within the New Objection Datetime period provided above, then Purchaser will shall be deemed to have accepted the status of title as reflected therein. Any exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which reflected on the Closing Date are liens against the Real Property and Commitment to which Seller is obligated Purchaser fails to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxestimely object, water rates and sewer rents herein contained) and or that Purchaser has waived as described above, shall not be deemed a Title Objection. If on “Permitted Exception.” Purchaser shall bear the Closing Date there shall be security interests filed against cost and expense of any search or examination fees, premiums, or other charges associated with the Commitment, the title policy, and any endorsements to the title policy that Purchaser wishes to obtain; except that if, upon examination, title to the Real Property, such items shall not Estate should be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property found defective and this Contract is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Sellerterminated as set forth above, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from pay the title insurance commitment or insures against collection thereof from out of the Real Property, examination charges up to Two Hundred Fifty Dollars and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienNO/100 ($250.00).
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Contract for Purchase and Sale of Real Estate (Keller Manufacturing Co)
Title Commitment. Within five (a5) Purchaser has ordered a title insurance commitment with respect to business days from the Real Property issuedOpening of Escrow, by Sellers shall cause the Title Company to deliver to Buyer and Sellers (and their respective legal counsel) a current commitment for a CLTA Owner’s Policy of Title Insurance (the “Title Commitment”). On or before March 12Sellers shall deliver to Buyer, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies as part of the title exceptions listed thereonDue Diligence Materials, existing surveys of any of the Properties, if any. On If Buyer desires to update the surveys delivered pursuant to this Section 4.1 or before March 28to obtain a new survey (collectively, 2014 the “Updated Survey”), then, it may do so, at Buyer’s sole cost and expense, and shall deliver a copy thereof to Sellers (and their legal counsel). During the forty (40) day period after the Effective Date (the “Title Objection DateTitle/Survey Review Period”), Purchaser Buyer shall notify Seller in writing, if there are (i) review and approve or object to the condition of title to each Property as set forth on the Title Commitment and any monetary liens or other title exceptions Updated Survey. In the event that Purchaser Buyer objects to any Seller’s title for any reason or to any other item disclosed by each Title Commitment or any Updated Survey, Buyer shall, during the Title/Survey Review Period, deliver written notice (“Buyer’s Title Notice”) to Sellers specifically identifying all objections (“Title Objections”) to any such item or to the condition of any Seller’s title. Buyer’s Title Notice also may identify the form of title policy and endorsements required by Buyer. Failure of Buyer to provide a Buyer’s Title Notice within the Title/Survey Review Period shall be deemed approval by Buyer of the condition of title to each Property as set forth in the Title Commitment. Sellers shall, within three (ii3) any Survey Objection. In business days following receipt of the event Seller does not receive Buyer’s Title Notice, deliver written notice (“Sellers’ Title Notice”) to Buyer informing Buyer whether or not Sellers desire, in Sellers’ sole discretion, an opportunity to eliminate or cure any such matter to which an objection has been raised. If Sellers elect, or are deemed to have elected, not to remove or otherwise cure an exception disapproved in Buyer’s Title Notice, Buyer shall have until the expiration of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will Due Diligence Period to deliver to Sellers written notice (“Buyer’s Approval Notice”) which shall be deemed to be Buyer’s election to waive the objection. If Sellers have accepted or waived such exceptions to title set forth on not received the Title Commitment as permitted exceptions (as accepted or waived Buyer’s Approval Notice from Buyer by Purchaserthe expiration of the Due Diligence Period, the “Permitted Exceptions”) and Buyer shall be deemed to have waived its disapproved the Sellers’ Title Notice and deemed to have elected to terminate this Agreement. In the event that Sellers advise Buyer in Sellers’ Title Notice that Sellers will attempt to eliminate or cure any matter to which an objection is made, Buyer’s right to object terminate this Agreement will be suspended, and Sellers shall use commercially reasonable efforts to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he eliminate or she receives notice of cure such exception (the “New Objection Date”) (or as promptly as possible matter prior to the Closing Date; provided, however, that if Sellers fail to eliminate or cure any such notice is received with less than five (5) Business Days prior matter that Sellers have agreed to the Closing)attempt to eliminate or cure, despite Sellers’ commercially reasonable efforts to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Datedo so, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was Date, Sellers shall not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions in default or breach of this Agreement, is required to be discharged or satisfied by Sellerand Buyer shall have the right, Seller shall not be required to discharge or satisfy the same as of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, to either: (A) terminate this Agreement, in which event the Deposit shall be an objection refunded to title if the Title Company insures against collection thereof from or out of the Real Property and/or the ImprovementsBuyer, and provided the parties shall have no further that Seller deposits with obligations to each other under this Agreement, except for obligations which expressly survive the Title Company a sum termination of money this Agreement; or a parental guaranty reasonably acceptable (B) waive such failure by Sellers, in writing, and accept title to such Property subject to the matters to which Buyer has objected and Sellers were unable to eliminate or cure prior to the Closing Date. Sellers’ failure to provide Buyer with Sellers’ Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results Notice shall not be deemed to be Sellers’ election to not cure any matter objected to by Buyer in Buyer’s Title ObjectionsNotice.
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 125:00 o'clock p.m. central ---------------- daylight savings time on the 15th day after the Effective Date, 2014, Purchaser shall the Seller will provide to Seller the Buyer a preliminary binder for issuance of an ALTA owner's title insurance policy (the "Title Commitment") reflecting Buyer as the proposed insured, together with legible copies in the amount equal to the Purchase Price, issued by Hot Springs Title Company, as agent for Chicago Title Insurance Company, showing fee simple title to the Project to be in Seller, and containing only the exceptions (hereafter called the "Permitted Exceptions") described on Schedule 3.1 attached hereto and made a part hereof. After receipt of the preliminary title exceptions listed thereon. On or before March 28binder, 2014 Buyer shall be allowed fifteen (the “Title Objection Date”), Purchaser shall 15) days to notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice writing of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed objections to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to Seller's title to the Real Property. Said objections to be in writing or be deemed waived. Upon receipt of any written objections, Purchaser’s counsel Seller shall have five (5) Business Days after he or she receives notice of such exception (promptly undertake to correct the “New Objection Date”) (or as promptly as possible prior defects in title objected to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted Buyer. If the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated unable to pay and discharge correct such defects within one hundred twenty (120) days after Seller's receipt of any written objections to title, the Buyer will be credited against have the Purchase Price (subject option to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, waive such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in defect or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of terminate this Agreement, is required to be discharged in which event neither party shall have any further rights or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from obligations hereunder. If the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title binder discloses judgments, bankruptcies, bankruptcies or other returns exceptions against other persons having names the same as or similar to that of the Seller, Seller will the Seller, on request, shall deliver to Purchaser an affidavit stating the Buyer and the title company affidavits showing that such judgments, bankruptcies or required by the title company to eliminate all exceptions other returns do not apply to Seller, and such search results shall not be deemed Title Objectionsthan the Permitted Exceptions appearing in the title binder.
Appears in 1 contract
Sources: Asset Purchase Agreement (Capitol Communities Corp)
Title Commitment. (a) No later than 10 days after the Effective Date, Purchaser has ordered a shall, at its own expense, cause to be issued and delivered to Purchaser and Seller (i) an owner's title insurance policy commitment with respect to (the Real Property issued, by "TITLE COMMITMENT") from the Title Company setting forth the status of the title to the Land and the Improvements owned by Seller, and (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide ii) copies of all documents referred to Seller in the Title Commitment, together with legible copies of including but not limited to, deeds, lien instruments, plats, reservations, restrictions and easements.
(b) In the title event any exceptions listed thereon. On appear in the Title Commitment, other than the standard printed exceptions that are unacceptable to Purchaser ("OBJECTIONABLE EXCEPTIONS"), then Purchaser shall, on or before March 2810 days after the Effective Date, 2014 notify Seller in writing of such fact, setting forth any Objectionable Exceptions. If (the “Title Objection Date”)i) Purchaser fails to give such notice timely, Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted all title exceptions that are reported in the Title Commitment; or waived (ii) Purchaser does give such notice, Purchaser shall be deemed to have accepted all title exceptions to title set forth on reported in the Title Commitment other than the Objectionable Exceptions expressly set forth in the notice. If Seller fails to cure any Objectionable Exceptions (without having any obligation to do so) on or prior to the end of 45 days after receipt of written notice thereof from Purchaser (the "CURE PERIOD"), then Purchaser may terminate this Agreement by delivering written notice to Seller on or before the end of 5 days after expiration of the Cure Period, and upon such termination Purchaser shall be entitled to return of the Earnest Money Deposit, as permitted exceptions (as accepted Purchaser's sole and exclusive ▇emedy for the failure to eliminate or waived by Purchasermodify any Objectionable Exceptions. If Purchaser fails to give written notice of termination within 5 days after expiration of the Cure Period, the “Permitted Exceptions”) and then Purchaser shall be deemed to have waived its right to object terminate this Agreement pursuant to any Survey Objection.
(b) After the Title Objection Datethis Section 4.2, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel and shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the Property subject to the uncured Objectionable Exceptions, and Purchaser shall accept such title as Seller can deliver. The lien for current taxes and all liens, encumbrances, easements, restrictions or other conditions or exceptions to title set forth which are shown on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property survey and which Seller are not timely objected to by Purchaser as Objectionable Exceptions or, if objected to (unless this Agreement is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenantterminated as provided herein), and not cured by Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedas described above are "PERMITTED EXCEPTIONS".
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pinnacle Holdings Inc)
Title Commitment. (a) Purchaser acknowledges that Seller, at Seller's sole expense, has ordered previously caused to be furnished to Purchaser a current title commitment for an owner's title insurance commitment with respect to the Real Property issued, by the Title Company policy (the “"Commitment") issued through Commonwealth Land Title Commitment”Company, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Suite 600, Dallas, Texas 75225 (the "Title Company"). On or before March 12, 2014setting forth the state of title of the Property and all exceptions, Purchaser shall provide to Seller including easements, restrictions, rights-of-way, covenants, reservations and other conditions, if any, affecting the Property which would appear in an Owner's Title CommitmentPolicy (herein so called) if issued, together with legible copies of all instruments creating such exceptions. In the title event any exceptions listed thereon. On appear in the Commitment or before March 28matters are reflected on the Survey that are unacceptable to Purchaser, 2014 then Purchaser shall, within ten (10) days after Purchaser receives the “Title Objection Date”)last to be received among the Commitment, Purchaser shall the copies of the instruments creating such exceptions and the Survey, notify Seller in writingwriting of each exception to which Purchaser objects. Any exceptions to which Purchaser does not object shall be considered as "Permitted Exceptions ". In the event Purchaser notifies Seller of unacceptable exceptions or conditions, if there are as herein provided, Seller shall have ten (i10) any monetary liens days thereafter in which to eliminate or other title modify such unacceptable exceptions that Purchaser objects or conditions, but Seller shall have no obligation to (“Title Objections”) or (ii) any Survey Objectiondo so. In the event Seller does fails or chooses not receive written notice to eliminate or modify such unacceptable exceptions or conditions to the reasonable satisfaction of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCEPurchaser within said ten (10) day period, then and in such event, Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have may within five (5) Business Days after he or she receives days following said ten (10) day period, terminate this Contract by written notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if Seller and the Title Company, whereupon this Contract shall, ipso facto, terminate and the Deposit shall be immediately returned to Purchaser by the Title Company and the parties hereto shall have no further obligations one to the other hereunder other than the indemnification obligations of Purchaser in Paragraph 5 below. In the event Purchaser fails to terminate this Contract by giving such written notice is received with less than to Seller and Title Company within the five (5) Business Days prior to the Closing)day time period provided, to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, then Purchaser will shall be deemed conclusively to have accepted the all title exceptions to title set forth on any updates in the Commitment and all matters disclosed by the Survey which Seller has not cured or agreed to cure and all such exceptions contained in the Title Commitment as shall be included in the term "Permitted Exceptions".
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Real Estate Contract of Sale (Apple Residential Income Trust Inc)
Title Commitment. Buyer shall promptly, but in no event more than five (a5) Purchaser has ordered business days after the Effective Date, order a commitment for the issuance of an owner’s title insurance commitment with respect policy (the “Commitment”) issued by Kansas Secured Title, or another title company agreed upon by ▇▇▇▇▇ and Seller (the “Title Company”), wherein the Title Company agrees to insure, for the full amount of the Purchase Price allocated to the Real Property issuedor such other amount designated by Buyer. Upon receipt of the Commitment, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser Buyer shall provide a true, correct, and complete copy of the Commitment to Seller. The Commitment shall provide for the issuance of a standard owner’s title insurance policy to Buyer showing good and marketable title to the Real Property in Seller free from all liens and Claims except Permitted Exceptions, standard exceptions contained in the Title Commitment, together with legible copies and mortgages and security interests of record which shall be released at the time of Closing. Buyer is responsible for the cost of the title exceptions listed thereonCommitment, including, without limitation, all search fees, and updates, the policy premium and any endorsements requested by Buyer. On or before March 28▇▇▇▇▇ agrees to notify Seller, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, within ten (10) business days after receiving the Commitment and all related title documents of objections, if there are (i) any monetary liens or other any, to the title exceptions that Purchaser objects to the Real Property (“Title Objections”) or (ii) ). If Buyer receives any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title updates to the Real PropertyCommitment before Closing, Purchaser’s counsel Buyer shall have five (5) Business Days after he or she receives notice business days following receipt of such exception (update and legible copies of all documents reference therein to notify Seller of Buyer’s Title Objections shown on any such update which were not disclosed or apparent on the “New Objection Date”) (previously delivered Commitment. If any valid Title Objections are timely given, Seller shall have until Closing, or such additional time as promptly as possible is agreed upon by ▇▇▇▇▇, within which to cure the same, and have a revised Commitment issued and delivered to Buyer. ▇▇▇▇▇ acknowledges that certain mortgages and security interests may appear of record which Seller shall satisfy and remove at Closing. If any Title Objections are not cured within the time provided, Buyer shall the right to either waive such uncured Title Objections at or prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against accept the Real Property and which with such title as Seller is obligated to pay and discharge will be credited against may provide without reduction in the Purchase Price (subject and to close the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on Transactions in accordance with the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions terms of this Agreement, or, alternatively, the right to terminate this Agreement. Seller is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the responsible for any title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such liencurative actions.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. Within thirty (30) days after the later of (a) Purchaser has ordered a the delivery of the Survey to Buyer as provided in Subsection 6.1 above and (b) the Effective Date, Seller shall procure and provide to Buyer and Buyer’s counsel an owner’s title insurance commitment with respect to the Real Property issued, issued by the an agent for Title Company (“Title Agent”), agreeing to issue to Buyer, following the recording of the deeds to Buyer, a standard ALTA Owner’s Policy of Title Insurance (Form B-2006 with Florida modifications) in the amount of the Purchase Price and insuring Buyer’s fee title interest in the Land subject only to the Permitted Exceptions (as defined in Subsection 1.19 above) (“Title Commitment”). On or before March 12, 2014, Purchaser At each Phase’s Closing Seller shall provide necessary documentation to Seller cause all “standard exceptions” (defined below) and listed in the Title CommitmentCommitment to be deleted from the title insurance policy, together with legible copies except for matters shown on the Survey and accepted by Buyer. The cost of the title exceptions listed thereonsearch and updates in advance of Closings, commitment and owner’s policy and any premium therefor shall be borne by Seller, and this obligation shall survive any termination of this Agreement. On or before March 28, 2014 Buyer shall have twenty (20) days after receipt of the “Title Objection Date”), Purchaser shall notify latter of the title commitment and the Survey to deliver to Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive a written notice of any and all Title Objections or Survey Objection by Objections. Seller shall have sixty (60) days after receipt of a written objection to correct at its expense all matters described in any such notice of Title Objections, except to the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed extent otherwise specifically provided in Section
(a) terminate this Agreement and decline to have accepted or waived such exceptions to title set forth on purchase the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.Land; or
(b) After purchase the Land subject to such matters. If Buyer by written notice accepts, or is deemed to accept, Seller's interest in the Land subject to any or all Title Objection DateObjections, if such accepted matters shall be added to Exhibit “C” and thereafter deemed Permitted Exceptions. If Buyer or Seller terminates this Agreement as provided above, then the Title Company raises any new exception Deposit shall be returned to title to Buyer, and the Real Property, Purchaser’s counsel Parties shall have five (5) Business Days after he no further rights or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)obligations hereunder, to provide Seller with written notice if such exception constitutes except those that specifically survive a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions termination of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Title Commitment. Within ten (a10) Purchaser has ordered days after the Inspection Commencement Date, Sellers will deliver to Buyer a copy of the Partnership's most recent title insurance commitment policy with respect to the Real Property issued(the "EXISTING TITLE POLICY"), by and Buyer, at Buyer's sole cost and expense, will cause the Title Company Agent to deliver to Buyer a Title Commitment (with a copy to Sellers) in an amount equal to the “Purchase Price, with such affirmative assurances and endorsements as reasonably may be obtainable and requested by Buyer, and having an effective date subsequent to the Agreement Date. The Title Commitment”). On or before March 12Commitment will commit the Underwriter, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies upon satisfaction of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title requirements set forth on therein, to issue a Title Policy to the Partnership in the amount of the Purchase Price, subject only to the Permitted Exceptions. Within five (5) days of Buyer's receipt of the Title Commitment as permitted exceptions and Survey (as accepted or waived by Purchaserbut in any event not later than three (3) days prior to the Inspection Termination Date), Buyer will notify Sellers in writing (a "TITLE DEFECT NOTICE") of any title and/or survey defect(s) (the “Permitted Exceptions”"TITLE DEFECTS") and shall be deemed Buyer desires Sellers to have waived cure. Sellers, at its right sole option, may attempt to object to any Survey Objection.
(b) After cure the Title Objection DateDefects identified in the Title Defect Notice prior to the Inspection Termination Date (the "CURE PERIOD"), or Sellers may elect not to cure such Title Defects; provided, however, if the Title Company raises any new exception to title to Commitment reveals the Real Propertyexistence of a mortgage, Purchaser’s counsel shall have five (5) Business Days after he lien, monetary judgment, security interest, past due tax or she receives notice assessment or other similar encumbrance of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens monetary nature against the Real Property and which Seller (a "MONETARY LIEN" [Existing Loan is obligated excluded from this definition if Buyer elects to maintain Existing Loan]), then Sellers shall pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment any amount due in satisfaction of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objectioneach such Monetary Lien. If on the Closing Date there shall be security interests filed against the Real Property, such items shall one or more Monetary Liens have not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or been satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on before the Closing Date, then Buyer and Escrow Agent may, at Buyer's option, satisfy such Monetary Liens at Closing from the proceeds of the Purchase Price. If Sellers elect not, or are unable, to cure such Title Defects during the Cure Period, Buyer may elect to terminate this Agreement, by written notice delivered to Sellers within three (3) days after Sellers have advised Buyer that they elect not, or are unable to cure, such Title Defects, and thereafter (i) this Agreement will be null and void and the parties hereto will have no further rights or obligations hereunder, except obligations of Sellers and Buyer hereunder that expressly survive any such termination, and (ii) the Deposit and accrued interest earned thereon shall be an objection returned to Buyer. The Title Commitment and Survey approved by Buyer (revised, if applicable, to reflect Sellers' cure or removal of Title Defects as aforesaid), or, if Buyer neither approves title if nor timely terminates this Agreement pursuant to SECTION 8.4(A), title shown by the Title Company insures against collection thereof from or out of Commitment and Survey as existing on the Real Property and/or Inspection Termination Date, will constitute the Improvements, and provided further that Seller deposits with approved title (the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections"APPROVED TITLE").
Appears in 1 contract
Sources: Agreement of Sale of Partnership Interests (CRT Properties Inc)
Title Commitment. 3.3.1. Attached to this Agreement as Schedule 3.4 is a commitment from First American Title Insurance Company (a) Purchaser has ordered a the “Title Company”), dated as of May 24, 2018, for title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”)) setting forth the status of title to the Real Property as of such date and all exceptions which would appear in an owner's policy of title insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. On or before March 12, 2014, Purchaser shall provide agrees that it is prepared to Seller the Title Commitment, together with legible copies of the accept title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects at Closing subject to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such all exceptions to title set forth on in the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “and to all other Permitted Exceptions”) , and shall be deemed to have waived its it hereby waives any right to object to any Survey Objectionthereto.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel 3.3.2. Purchaser shall have five (5) Business Days business days after he or she receives notice receipt of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(cincluding receipt of any documents referenced in such update) All taxesto object in writing to any material matters disclosed therein which arose since the date of the original Title Commitment. If Purchaser so objects, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which Seller shall have until 5:00 p.m. (Eastern) on the tenth (l0th) business day after receiving notice of such objection to agree in writing to cure before Closing Date are liens against the Real Property and which such disapproved item. If Seller is obligated elects not to pay and discharge will be credited against the Purchase Price (subject cure, or fails to the provision for apportionment of taxestimely respond to Purchaser's objections, water rates and sewer rents herein contained) and Seller shall not be deemed a Title Objection. If to have elected not to cure, in which event Purchaser shall, on or before 5:00 p.m. (Eastern) on the Closing Date there shall be security interests filed against the Real Propertyfifteenth (15th) day after Seller's receipt of such objection, such items shall not be Title Objections if either (i) the personal property covered terminate this Agreement by such security interests are no longer in or on the Real Propertydelivering to Seller, a written notice of termination, or (ii) waive in writing its objection to the items, which shall then become Permitted Exceptions. Purchaser's failure to timely deliver to Seller a written notice of termination or waiver of its objection to the items shall be deemed to constitute Purchaser's waiver of its objection to said items and such personal property is items shall become Permitted Exceptions. If the property of a Tenantforegoing periods extend beyond the scheduled Closing Date, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, postponed until the third (3rd) business day after the completion of such periods. If Purchaser terminates this Agreement pursuant to this Section 3.3.2, the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required promptly return the Deposit to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, Purchaser and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Propertyparties' rights and obligations hereunder shall terminate, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienexcept those that expressly survive termination.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered As soon as practicable after the Effective Date, at Seller's expense, a title commitment that Purchaser agrees is satisfactory for an ALTA Form B owner's policy of title insurance commitment with respect to the Real Property issued, ("Commitment") issued by the North American Title Company (the “"Title Company"), in the amount of the Purchase Price showing marketable title in Seller. Title Company shall supply Purchaser with an endorsement updating the effective date of the commitment and disclosing any new matters of record within forty-eight (48) hours of the Effective Date. If the Commitment discloses exceptions to such title, Purchaser, within ten (10) business days following the date on which Purchaser receives the Commitment”). On or before March 12, 2014, Purchaser shall provide deliver to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection DatePurchaser's objections, TIME BEING OF THE ESSENCEif any, then to such exceptions. If Purchaser will be deemed fails to have accepted or waived deliver such exceptions written notice of objections to title set forth on the Title Commitment as permitted exceptions Seller within such ten (as accepted or waived by Purchaser10) day period, the “Permitted Exceptions”) and Purchaser shall be deemed to have waived its right to object to such exceptions. If Purchaser shall so object to any Survey Objection.
(b) After the Title Objection Datesuch exceptions, if Seller and the Title Company raises any new exception to title to shall notify Purchaser within twenty (20) business days following the Real Property, date of Purchaser’s counsel shall have five (5) Business Days after he or she receives 's notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if objections that either (i) the personal property covered exceptions have been, or will be at or prior to Closing, removed from the Commitment or are or will be insured over by such security interests are no longer in or on the Real PropertyTitle Company pursuant to an endorsement to the Commitment, or (ii) such personal property Seller has failed to arrange to have the exceptions removed or insured over by the Title Company. Seller will, if title is found unmarketable, use diligent efforts to correct defect(s) in title within the property of a Tenanttime provided therefore, and but is not obligated to bring any suits to correct title. If Seller executes and delivers an affidavit does not notify Purchaser that it has arranged to have the exceptions removed or insured over within said twenty (20) day period, Purchaser may elect either:
(1) to terminate this Agreement; or
(2) to take title as it then is, as shown on the Commitment, subject to such effect, or exceptions (the security interest was filed more than five "Permitted Exceptions"). Notice of such election must be made within ten (510) year prior business days following expiration of said twenty (20) day period. If Purchaser does not give such notice of its election to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of so terminate this Agreement, is required to be discharged or satisfied by Seller, Seller this Agreement shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, remain in full force and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on effect. On the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out shall issue an owner's title insurance policy at Purchaser's option and cost insuring fee simple title in Purchaser as of the Real Property and/or the ImprovementsClosing Date, and provided further that Seller deposits in accordance with the Title Company a sum of money or a parental guaranty reasonably acceptable Commitment, subject only to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsPermitted Exceptions.
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered a Seller shall convey good and indefeasible title insurance commitment with respect to the Real Property issuedto Purchaser at Closing, subject only to the Permitted Encumbrances (as defined below). During the Inspection Period, Purchaser shall request and obtain from Title Company a commitment for a standard Owner's Policy of Title Insurance issued by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide insuring good and indefeasible fee simple title to Seller the Title CommitmentLand, together with legible copies of the title all exceptions listed thereontherein. On or before March 28, 2014 Purchaser shall have until the end of the Inspection Period to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation (hereby confirmed) to remove all Mortgages and Monetary Liens (each as defined below) by Closing, as further described in Section 4.1.3(b) below, whether or not Purchaser objects thereto. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be Permitted Encumbrance), or (ii) terminate this Agreement, in which event the E▇▇▇▇▇▇ Money shall be delivered to Purchaser upon written notice to Seller and Escrow Agent, and neither party shall have any further obligation hereunder except for the Surviving Obligations. All exceptions set forth in the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”.
(b) In the event that any update to the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, in its reasonable discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging (i) any monetary liens Unacceptable Encumbrances that arise as a result of Seller’s intentional acts or other title exceptions that Purchaser objects to (“Title Objections”) or omissions, (ii) any Survey Objectionmortgages, deeds of trust or deeds to secure debt that appear on the Title Commitment (the “Mortgages”) other than the Security Deed and any other instruments and agreements evidencing the Loan assumed by Purchaser pursuant to the terms of Section 2.1 above, and (iii) all mechanics, judgment, tax and other monetary liens and encumbrances of liquidated amounts (excluding, however, current, non-delinquent taxes and assessments) affecting the Property which were voluntarily caused or created by, through or under Seller (collectively, the “Monetary Liens”) (the matters set forth in (i), (ii) and (iii) above are collectively referred to herein as the “Mandatory Removal Items”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser (other than the Mandatory Removal Items required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection latest to occur of (x) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”y) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (z) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice of such Title Objection by the New Objection Datetimely respond thereto; provided, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxeshowever, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against shall in no event be extended to allow for the Real Property and which Seller is obligated to pay and discharge will be credited against running of the Purchase Price time periods described in the aforesaid clauses (subject to the provision for apportionment of taxes, water rates and sewer rents herein containedy) and shall not be deemed (z). Upon a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property termination of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions of this Agreementimmediately preceding sentence, is required upon prior written notice to Seller and Escrow Agent, the E▇▇▇▇▇▇ Money shall be discharged or satisfied by Seller, Seller shall not be required delivered to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingPurchaser, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser neither party shall have any further obligation hereunder except for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Preferred Apartment Communities Inc)
Title Commitment. (a) Within ten (10) days after the Opening of Escrow, Seller will cause Escrow Agent to deliver to Purchaser has ordered from Escrow Agent or its underwriter (“Title Company”) an owner's commitment for a standard owner's policy of title insurance commitment with respect to for real property consisting of approximately 3.76 acres of land which includes the Real Property issued, by in the Title Company amount of the Purchase Price (the “Title Commitment”). On or before March 12In addition and upon Purchaser’s request, 2014, Purchaser shall the Title Company will provide a legible (to Seller the extent available) copy of all documents referred to in the Title Commitment, together with legible copies including, but not limited to, survey plats, reservations, restrictions and easements and a tax certificate covering the Property. After the Lot Line Adjustment process shall have been completed, the legal description of the title exceptions listed thereonProperty shall be based on the ROS. On or before March 28Within ten (10) days after Escrow Agent’s receipt of the ROS, 2014 (the “Title Objection Date”), Purchaser Escrow Agent shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by cause the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed Company to have accepted or waived such exceptions to title set forth on amend the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, to reflect a reduction of the “Permitted Exceptions”) and shall be deemed size of the real property included in the Title Commitment to have waived its right to object to any Survey Objectionthe Property only.
(b) After Purchaser may object, in a writing delivered to Seller and Escrow Agent, to any matters shown on the Title Objection Date, if Commitment within ten (10) days of receipt of the Title Company raises Commitment and the documents referred to in the Title Commitment, or five (5) days after receipt of any amendment to the Title Commitment, but only as to new exception matters which materially and adversely affect the Property. If ▇▇▇▇▇▇ is willing to cause the cure or removal of any of the matters to which Purchaser objects, then Seller will so notify Purchaser in writing within five (5) days of Seller's receipt of Purchaser's notice. If Seller does not respond, or chooses not to cure or remedy Purchaser's objections, or if Seller is unable to remove any such matters, Purchaser may elect either: (i) to terminate this Agreement by delivery of written notice to Seller within two (2) days after Purchaser's receipt of Seller's notice; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages.
(c) If Seller elects to cure or remove any title or survey matters objected to by Purchaser, and Seller cannot thereafter cure or remove the same by the Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to ten (10) days to attempt to cure or remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such ten (10) day period, this Agreement will be terminated, and the Parties will be released of all further obligations under this Agreement, except for those obligations which expressly survive termination hereof.
(d) Purchaser expressly agrees that, except as expressly set forth to the contrary in this Agreement, in no event will Seller be required to (i) bring any action or proceeding, pay any monies, incur any expenses in respect to title to the Real Property, (ii) cure, remove or correct any exceptions thereto or defects therein, or (iii) clear the record of any taxes, liens or encumbrances.
(e) If Purchaser elects to terminate this Agreement pursuant to this Section 5.1, upon ▇▇▇▇▇▇'s receipt of Purchaser’s counsel shall have five (5) Business Days after he or she receives 's written notice of such exception (election, this Agreement will terminate, and the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Parties will be released of all further obligations under this Agreement, to provide Seller with written notice if such exception constitutes a Title Objectionexcept for those obligations which expressly survive termination hereof. In the event Seller If Purchaser does not receive notice of such Title Objection by the New Objection Dateelect to terminate this Agreement pursuant to this Section 5.1, Purchaser will be deemed to have accepted the accepted, and to have waived any and all objection to all matters, exceptions to title and requirements set forth on any updates of the Title Commitment, and its acceptance of the status of title to the Title Commitment as Permitted Exceptions.
Property generally. At such time, all matters (cincluding all exceptions, requirements and otherwise) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which then shown on the Closing Date are liens against Title Commitment, or otherwise pertaining to title, including without limitation the Real Property and which Seller is obligated to pay and discharge existing easements, will be credited against the Purchase Price (subject to the provision deemed, for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions purposes of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required “Permitted Exceptions”. Purchaser is deemed to discharge or satisfy have approved the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien Declaration Amendment as an exception from encumbrance to the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from as of the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsClosing.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Title Commitment. Seller shall convey good and indefeasible fee simple title to the Land and Improvements and insurable easements (athe “Real Estate”) to Purchaser has ordered at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12) for a form ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2014, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Real Estate, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), but no later than five (5) days prior to the expiration of the Approval Period, to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, Purchaser but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Seller Purchaser in writingwriting within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if there are (i) any monetary liens or other title exceptions that Purchaser objects any, Seller has agreed to (“Title Objections”) or (ii) any Survey Objectioncure. In the event that Seller does not receive written notice undertake to cure all of any Title Objections or Survey Objection by the objections in the Title Objection Date, TIME BEING OF THE ESSENCELetter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser will be deemed shall have the right for five (5) days after receipt of Seller’s response to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions Objection Letter (as accepted or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived by Purchaser, the “Permitted Exceptions”) and title objection shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Datebe a “Permitted Encumbrance”, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closingdefined below), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is terminate this Agreement upon written notice to Seller and receive an immediate refund of the property ▇▇▇▇▇▇▇ Money, without the consent or joinder of a TenantSeller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and Seller executes and delivers an affidavit that are unacceptable to such effectPurchaser, or the security interest was filed more than in its sole discretion, Purchaser shall within five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by days after receipt of any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable update to the Title Company and sufficient to secure a release Commitment or Survey notify Seller in writing of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.its objection to
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within ten (10) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12) for a standard form ALTA Owner's Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2014, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the E▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, and (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the E▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge have any further rights or satisfy obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust IV, Inc.)
Title Commitment. Within five (a5) Purchaser has ordered a title insurance commitment days from the Effective Date, Seller shall cooperate with respect Buyer to the Real Property issued, by cause the Title Company to furnish to Buyer a title commitment (the “Title Commitment”) for the issuance of a CLTA Owner’s Policy of Title Insurance, insuring Buyer as the fee simple owner of the Property and covering all of the Property in an amount equal to the total Purchase Price, issued by the Title Company and subject only to the Permitted Exceptions (the “Title Policy”), together with certified copies of all instruments reflected as exceptions therein, including, but not limited to, any easements, restrictions, reservations, terms, covenants, or conditions which may be applicable to or enforceable against any of the Property. On or before March 12, 2014, Purchaser shall provide The Title Commitment will show Seller to Seller be owner of fee simple title and will contain the “standard printed exceptions.” Within ten (10) Business Days after receipt of the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser Buyer shall notify Seller and Title Company in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice writing of ▇▇▇▇▇’s disapproval of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth exception shown on the Title Commitment (each, a “Disapproved Exception”). Any exception not disapproved by ▇▇▇▇▇ in writing within such time or as permitted exceptions (as accepted to which ▇▇▇▇▇ thereafter waives or waived by Purchaser, the “Permitted Exceptions”) and shall be is deemed to have waived its right to object to any Survey Objection.
objection shall be deemed accepted by Buyer (b) After the Title Objection Dateeach, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have a “Permitted Encumbrance”). Within five (5) Business Days after he or she receives receiving timely notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)any Disapproved Exception from Buyer, to provide Seller with shall deliver written notice if such exception constitutes a to Buyer specifying whether or not Seller will cause the Disapproved Exception to be removed from the Title ObjectionCommitment. In the event If Seller does not receive agree in writing to remove any Disapproved Exception or fails to deliver such notice of such Title Objection by the New Objection Dateto Buyer, Purchaser will then Buyer may (i) waive its prior disapproval and proceed to close Escrow, in which event any Disapproved Exception that Seller has not agreed in writing to remove shall be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as be a Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real PropertyEncumbrance, or (ii) such personal property is terminate this Agreement with written notice to Seller and Escrow Holder, in which event Escrow Holder shall cancel the property of a TenantEscrow and promptly return the Deposit to Buyer and all other documents and funds to the depositing Party, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of except as otherwise specified in this Agreement, is required the Parties shall have no further obligation or liability to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lieneach other.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12) for a standard form ALTA Owner's Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2014, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment, and (iii) any liens or notices of violation issued by a governmental entity which could, if not cured, become a lien against the Property (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge have any further rights or satisfy obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. (a) Purchaser has ordered Seller, at its cost and expense, shall obtain and cause a copy to be furnished to Buyer of a current title insurance commitment with respect to the Real Property issued, by the Title Company a non-imputation endorsement and without standard exceptions (the “Title Commitment”) issued by a title insurance company selected by Seller and reasonably acceptable to Buyer (the “Title Company”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the all exceptions to title exceptions listed thereon. On or before March 28, 2014 referenced therein (the “Title Objection DateException Documents”). The Title Commitment shall set forth the state of title to the Real Property, Purchaser together with all exceptions or conditions to such title, including all easements, restrictions, rights-of-way, covenants, reservations, and all other encumbrances affecting the Real Property which would appear in an owner’s or leasehold title policy, if issued. The Title Commitment shall contain the express commitment of the Title Company to issue one or more owners’ or leasehold title policies (collectively, the “Title Policy”) to Buyer in an amount equal to the amount of purchase price as allocated per Section 2.3 of the Real Property insuring such title to the Real Property as is specified in the Title Commitment. Buyer will have twenty (20) days from the date Buyer receives the Title Commitment, the Exception Documents and Survey (as defined below) within which to cause the Title Commitment and the Survey to be examined and to notify Seller in writing, if there are (i) writing of any monetary liens or other material objections to Seller’s title exceptions that Purchaser objects to reflected by the Title Commitment and the Survey (“Title ObjectionsBuyer’s Objection”). Seller shall have twenty (20) or days from receipt of Buyer’s Objection to cure the material defects set forth therein, and to provide Buyer with written notice of Seller’s action to remedy such objection (ii) any Survey Objection“Seller’s Response”). In the event If Seller does not receive timely cure and provide Seller’s Response, Buyer may, within three days thereafter either (a) accept title to the Real Property as provided, or (b) terminate the Agreement in written notice to Seller. If Buyer does not deliver to Seller written notice of any Title Objections or Survey Objection by the Title Objection Datetermination within such day three day period, TIME BEING OF THE ESSENCE, then Purchaser Buyer will be deemed to have accepted or waived such exceptions title to the Real Property as shown in the Title Commitment without reduction of Purchase Price. At Closing, an authorized agent of the Title Company shall down-date and initial the Title Commitment to reflect the condition of title set forth on of the Real Property must be consistent with the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed modified to have waived its right to object to any Survey Objectiondelete Buyer’s objections therefrom.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Asset and Real Estate Purchase Agreement (Tandem Health Care, Inc.)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issuedPurchaser, by the Title at its sole cost and expense, shall cause GrayRobinson, P.A., as Closing Agent and as agent for Old Republic National Insurance Company (the “Title Company”) to issue and deliver to Purchaser within ten (10) days from the Effective Date, an ALTA title commitment (“Title Commitment”) in the minimum amount of $1,650,000.00 (subject to increases based upon the cost of any improvements made to the Land by Purchaser after Closing). On or before March 12, 2014, Purchaser shall provide accompanied by one copy of all documents affecting the title to Seller the Property and which constitute exceptions to the Title Commitment, together with legible copies . Purchaser shall give Seller written notice (the “Title Notice”) prior to Closing if Purchaser objects to any of the title exceptions listed thereon. On or before March 28including, 2014 (the “Title Objection Date”)without limitation, Purchaser shall notify Seller in writing, if there those that are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection revealed by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted Survey or waived such exceptions to title set forth an inspection of the Premises other than the Permitted Exceptions referenced on the Title Commitment as permitted exceptions attached Exhibit “B” which Purchaser has agreed to accept (as accepted or waived by Purchaser, the “Permitted Exceptions”). In the event that Purchaser objects to any title exceptions, other than the Permitted Exceptions, Purchaser shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller shall within five (5) days of the date of such Title Notice notify Purchaser if Seller elects to cure or not to cure the objections of the Purchaser; provided, however, that at the Closing all mortgages and any other liens that may be satisfied by the payment of money shall be satisfied of record. If Seller fails to timely notify Purchaser that Seller intends to cure the objections, Seller shall be deemed to have waived its right elected not to object cure the same. All title exceptions not timely objected to any Survey Objectionby Purchaser and which are listed on Exhibit “B” shall be deemed “Permitted Exceptions.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. ” In the event Seller Purchaser does not receive notice waive its objections (as set forth in the Title Notice) and if Seller elects not to attempt to eliminate the matters or is unable, after diligent, good faith efforts, to remove the matters within thirty (30) days after receipt of such the Title Objection by the New Objection DateNotice, Purchaser will be deemed to have accepted the exceptions to may, at its option, and as its sole remedy (i) accept title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxesobjections raised by Purchaser, water rates and sewer rents herein containedin which event said objection(s) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Propertywaived for all purposes, or (ii) such personal property is rescind this Agreement, whereupon this Agreement shall terminate and the property Deposit with interest shall be refunded to Purchaser. Purchaser shall elect one of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than two options specified in the preceding sentence within five (5) year prior business days after the earlier of the date that Purchaser receives notice from Seller that ▇▇▇▇▇▇ has elected not to cure the Closing Date and was not renewed.
(d) If on objections or the Closing Date last day of the Real Property 30 day period during which Seller attempts to eliminate the objections by Purchaser. In the event that Purchaser fails to timely make such election, Purchaser shall be affected by any lien which, deemed to have elected to rescind the Agreement pursuant to the provisions of this Agreement, is required to option (ii) above. The Title Commitment shall be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained updated by the Title Company at and Closing Agent five (5) days prior to Closing. Any title exception appearing in the updated Title Commitment, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and other than a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Dateprior Permitted Exception hereunder, shall be an objection treated as a title defect and shall be subject to title if the making of a written Title Company insures against collection thereof from or out Notice by ▇▇▇▇▇▇▇▇▇ after receipt of the Real Property and/or the Improvementsupdated Title Commitment prior to Closing. (b) Survey: Purchaser shall, and provided further that Seller deposits with the Title Company a sum of money at Purchaser’s expense, obtain an ALTA/ACSM or a parental guaranty reasonably acceptable Florida Minimum Technical Standards survey of the Property from a registered Florida land surveyor, which shall be certified to Purchaser, Seller, the Title Company and sufficient to secure a release of the Property from Title and Closing Agent (the lien thereof“Survey”). If a search of title discloses judgmentsthe Survey reflects any encroachments, bankruptciesclosure errors, or other returns against other persons having names material, adverse survey matters, Purchaser shall deliver written objections to Seller with respect to such matters prior to Closing along with a copy of the Survey (collectively, “Survey Objections”). Timely Survey Objections delivered by Purchaser shall be treated in the same manner as or similar to that Title Objections hereunder in accordance with the provisions of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsParagraph 9(a) above.
Appears in 1 contract
Sources: Sale Agreement
Title Commitment. No later than thirty (a30) days following the date hereof, Seller shall deliver to Purchaser has ordered a title insurance commitment with respect to for a ALTA Owner's Title Insurance Policy (the Real Property issued"Title Commitment"), issued by the Title Company Company, showing Purchaser as the proposed insured and Seller as the current holder of fee simple title to the real property described on Exhibit A hereto, subject to the standard printed exceptions. The amount of coverage provided by the Title Commitment shall be equal to the Purchase Price. If Purchaser objects to any exceptions to title shown in the Title Commitment or the Survey (the “Title Commitment”as hereinafter defined). On , other than Permitted Exceptions (which Purchaser, by execution of this Agreement, has agreed to accept) and mortgage liens (which Seller shall release on or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Closing Date”), Purchaser shall notify give Seller in writingwritten notice of such objection within five (5) business days following the date of Purchaser's receipt of both the Title Commitment and Survey. Any exceptions to title shown on the Title Commitment or the Survey to which Purchaser does not so object shall become additional "Permitted Exceptions" for purposes of this Agreement. If the Title Commitment or Survey disclose exceptions to title to which Purchaser has so objected, Seller shall, at its option, have thirty (30) days from the date of Purchaser's notice of objection to have such exceptions removed from the Title Commitment or Survey (or to have the Title Company commit to insure over such unpermitted exceptions) and provide evidence thereof to Purchaser, and the Closing Date shall be delayed if there are necessary to allow for said thirty (30) day period. If Seller fails to have such unpermitted exceptions removed (or insured over to Purchaser's reasonable satisfaction), Purchaser may elect, as its sole remedy, by notice to Seller given within five (5) days following the earlier to occur of: (i) any monetary liens the date Seller informs Purchaser that such unpermitted exceptions will not be removed or other title exceptions that Purchaser objects to (“Title Objections”) insured over; or (ii) any Survey Objection. In the expiration of said thirty (30) day period, to (a) terminate this Agreement (in which event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and Deposit shall be deemed forthwith returned to have waived its right to object to any Survey Objection.
Purchaser), or (b) After the Title Objection Date, if the Title Company raises any new exception to accept title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to such unpermitted exceptions and close the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedtransactions contemplated hereby.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 125:00 o'clock p.m., 2014central ---------------- daylight savings time on the 5/th/ day after the Effective Date, Purchaser shall CDA will provide to Seller the Trade Partners a preliminary binder for issuance of an ALTA owner's title insurance policy (the "Title Commitment") reflecting TradeArk as the proposed insured, in the amount equal to the Agreed Land Value, issued by Beach Abstract & Guaranty Company, as agent for Chicago Title Insurance Company, showing fee simple title to the Maumelle Tracts to be in CDA, together with copies of all documents listed therein as exceptions to title. The Title Commitment shall include endorsements for zoning, non-imputation for any matters known to CDA as exception to the matters known to insured and undisclosed exception, contiguity (where applicable), access, tax parcel number, and survey, and the Commitment shall be without the "standard exceptions" that may be removed upon receipt of an owner's affidavit and a survey certified to the rifle company. Trade Partners shall be allowed ten (10) business days after receipt of all of the surveys described below, the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such and all exceptions to title set forth on referenced in the Title Commitment as permitted exceptions (as accepted to notify CDA in writing of any objections to CDA's title to the Maumelle Tracts. Title objections may also include any objections arising out of Trade Partners' review of the surveys described below. Said objections shall be in writing or waived be deemed waived. Objections may be determined by Purchaser, Trade Partners in the “Permitted Exceptions”) sole discretion of Trade Partners. Any exception to title disclosed in the Title Commitment and not objected to by Trade Partners and the Assumed Mortgages shall be deemed a "Permitted Exception". Upon receipt of any written objections, CDA shall promptly undertake to have waived its right correct the defects in title objected to object by Trade Partners. If CDA is unable to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have correct such defects within five (5) Business Days days after he Trade Partners' receipt of any written objections to rifle, Trade Partners will have the option to waive such defect or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of terminate this Agreement, is required to be discharged in which event neither party shall have any further rights or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereofobligations hereunder. If a search of title the rifle binder discloses judgments, bankruptcies, bankruptcies or other returns exceptions against other persons having names the same as or similar to that of SellerCDA, Seller will CDA, on request, shall deliver to Purchaser an affidavit stating Trade Partners and the title company affidavits showing that such judgments, bankruptcies or other returns do exceptions are not apply against CDA. CDA shall also deliver any affidavits and documentary evidence required by the title company to Seller, and such search results shall not be deemed Title Objectionseliminate all exceptions other than the Permitted Exceptions appearing in the title binder.
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12▇▇▇▇▇ ▇▇, 2014▇▇▇▇, Purchaser ▇▇▇▇▇▇▇▇▇ shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. Seller has delivered or made electronically available to Purchaser a current ALTA Form B title commitment (aor such other comparable form as is customary in the state where the Property is located) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12) for an owner’s title insurance policy issued by the title company identified in Line 10 of the Summary Statement (the “Title Company”) to be in the amount of the Purchase Price, 2014covering title to the Land, Purchaser shall provide to Seller the Title CommitmentImprovements and Appurtenant Rights, together with legible copies of each of the documents underlying the title exceptions listed thereontherein. Seller shall deliver or cause the Title Company to promptly deliver the Title Commitment and underlying documentation to the surveyor preparing the Survey (as defined below). On or before March 28, 2014 the date that is three (3) days before the Approval Date (the “Title Objection Date”), Purchaser shall will notify Seller in writing, if there are writing (ithe “Exception Notice”) any monetary liens or other as to those title exceptions that listed in the Title Commitment which it will accept (the “Permitted Exceptions”). If Purchaser objects fails to (“Title Objections”) provide Seller the Exception Notice on or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by before the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will the title exceptions listed in the Title Commitment shall be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “be Permitted Exceptions”) Exceptions and Purchaser shall be deemed to have waived its right to object to any Survey Objection.
such exceptions. Seller shall have the right, but not the obligation, until the sooner of (bx) After the Closing Date, or (y) the date which is ten (10) days after the date Seller receives the Exception Notice (the sooner of which is hereinafter referred to as the “Title Clearance Date”) to have all title exceptions other than Permitted Exceptions (collectively, the “Unpermitted Exceptions”) removed from the Title Objection DateCommitment or to have Title Company commit to insure, if at Seller’s expense and in a form acceptable to Purchaser in its sole discretion, against any and all loss or damage that may be occasioned by any such Unpermitted Exceptions. If Seller fails on or before the Title Company raises any new exception Clearance Date to reasonably demonstrate to Purchaser that the Unpermitted Exceptions have been removed, or in the alternative, that Seller has obtained a commitment for title indemnification or title insurance in a form acceptable to Purchaser in its sole discretion over such Unpermitted Exceptions, then, in either such case, Purchaser shall, as its sole remedy, have the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception option (the “New Objection DateTitle Election”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if either (i) terminate this Agreement, in which case the personal property covered by such security interests parties hereto shall have no further obligations hereunder (except for obligations that are no longer in or on expressly intended to survive the Real Propertytermination of this Agreement), and receive a return of the ▇▇▇▇▇▇▇ Money, or (ii) such personal property is proceed with Closing, in which case the property Purchase Price shall be reduced by an amount equal to the aggregate amount of all tax, judgment, mechanics’ and other liens of a Tenantdefinite and ascertainable amount not in excess of $150,000 that constitute Unpermitted Exceptions and Purchaser shall be deemed to have waived any objection to any other Unpermitted Exceptions. Notwithstanding the foregoing, and to the extent that an Unpermitted Exception is in the form of lien to secure a borrowing of monies by Seller, any other voluntary lien permitted by Seller executes and delivers an affidavit as evidenced by Seller’s execution of such lien instrument or a mechanics’ lien for work directly contracted for by Seller in writing, then the $150,000 limitation shall not apply to such effect, lien. If Purchaser fails to notify Seller of its Title Election by the earlier of the Closing Date or the security interest was filed more than five (5) year prior to days after the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property Title Clearance Date, Purchaser shall be affected by any lien which, pursuant deemed to have elected to proceed with the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienset forth in subclause (ii) above.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Real Estate Purchase and Sale Agreement (KBS Strategic Opportunity REIT, Inc.)
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within fifteen (15) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, issued by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, P.A., Attn. D. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Street, Suite 600, Orlando, FL 32801 (the “ Title Company”) as agent for First American Title Insurance Company (“First American”). On or before March 12, 2014a national title underwriter, Purchaser shall provide insuring good and marketable fee simple title to Seller the Title CommitmentProperty, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a Permitted Encumbrance, or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey, including any update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “ Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionexceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“ Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates this Agreement pursuant to the Title Commitment as Permitted Exceptions.
immediately preceding sentence, (a) the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) Purchaser shall be entitled to receive reimbursement from Seller for all out-of-pocket expenses incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement, and (c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on neither party shall have any further obligations hereunder other than the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedSurviving Obligations.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. (a) Purchaser M▇▇▇-▇▇▇▇ has ordered a procured or will procure title commitments for each of the Properties (collectively, the “Title Commitment”) for owner’s and lender’s title insurance commitment with respect to the Real Property issued, policies issued by the Commonwealth Land Title Insurance Company (the “Title CommitmentCompany”), and shall deliver copies of same to G▇▇▇ SLG upon receipt. On G▇▇▇ SLG shall have the right to designate an additional title insurance company or before March 12, 2014, Purchaser shall provide companies to Seller act as co-insurer only with respect to 50% of the Title Commitment, together with legible copies coverage under all of the title exceptions listed thereon. On or before March 28insurance policies issued at Closing with respect to the Class B Properties, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions it being understood that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment Company shall act as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptionslead insurer”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After M▇▇▇-▇▇▇▇ may, at any time prior to Closing, but solely with respect to matters arising after the date of the Title Objection DateCommitment and added as exceptions thereto after the date hereof and prior to Closing and any exceptions shown on an updated survey obtained after the date hereof and prior to Closing and not shown on the Surveys (collectively, if the Title Company raises “New Exceptions”), notify G▇▇▇ SLG in writing of any new exception objections to such New Exceptions; provided that M▇▇▇-▇▇▇▇ may not object to those matters described in Sections 7(g)(i)-(ix). With respect to any objections to title to properly set forth in such notice, the Real Property, Purchaser’s counsel Applicable G▇▇▇ SLG Transferor shall have five the right, but not the obligation, until the date which is ten (510) Business Days after he or she receives notice being notified of such exception objection (the “New Objection Title Clearance Date”) to inform M▇▇▇-▇▇▇▇ in writing of its intent to have any of such exceptions (collectively, the “Unpermitted Exceptions”) removed from the Title Commitment or as promptly as possible to have the Title Company omit, at the Applicable G▇▇▇ SLG Transferor’s expense, such Unpermitted Exceptions from the Title Commitment. The parties agree that the New Exceptions may include objections relating to title searches and survey of a 0.561 acre lot (the “Parking Field Lot”) at B▇▇▇▇ ▇▇▇, ▇▇▇ ▇ adjacent to the 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ property. The Parking Field Lot appears to be included in the common elements for the 1280 Wall condominium but no title search or survey was provided or obtained for the Parking Field Lot prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice Date of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted ExceptionsAgreement.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real any Property shall be affected by any lien whichor other encumbrance which is not a Permitted Exception and which may be discharged by the payment of an ascertainable amount of money (which amount, in the aggregate for all such encumbrances on all of the Properties, shall not exceed $1,000,000.00, subject to the provisions of Section 7(e)) then it shall be the Applicable G▇▇▇ SLG Transferor’s obligation to cause the discharge of such lien or encumbrance at Closing, or, at the option of the Applicable G▇▇▇ SLG Transferor, to bond or escrow (or cause such bond or escrow) for such lien or encumbrance in a manner sufficient to cause the Title Company to remove same from the Title Commitment.
(d) Subject to Section 7(g) below, in the event there shall be any New Exceptions affecting the Properties other than (or in amounts larger than) those required to be discharged or removed from the Title Commitment pursuant to Section 7(c) the G▇▇▇ SLG Transferors shall have the following options, exercisable in their sole and absolute discretion: (i) to cause the same to be removed from the Title Commitment at G▇▇▇ SLG Transferors’ sole cost and expense at or prior to the Closing, in which case this Agreement shall remain in full force and effect or (ii) to notify M▇▇▇-▇▇▇▇ that G▇▇▇ SLG Transferors elect not to remove same, in which case M▇▇▇-▇▇▇▇ shall have the right to either (A) terminate this Agreement and Escrowee shall return the Deposit to M▇▇▇-▇▇▇▇, together with interest earned thereon as its sole and exclusive remedy, in which event this Agreement shall be deemed terminated and of no further force or effect, except for those provisions that expressly survive termination hereunder and neither M▇▇▇-▇▇▇▇ nor the G▇▇▇ SLG Transferors shall have any further right or liability against the other hereunder, or (B) proceed to Close hereunder, without credit or adjustment to any Purchase Price by reason of any such exceptions (except that M▇▇▇-▇▇▇▇ shall be entitled to a credit to the extent of any amount required to be applied to cure liens or encumbrances pursuant to Section 7(c)).
(e) Notwithstanding anything to the contrary contained in this Section 7, if there shall be (x) unbonded mechanics’ or materialman’s liens affecting any Property, other than those placed or caused by Tenants under the Leases (or by parties claiming under such Tenants) or other liens and encumbrances (other than Permitted Encumbrances), whether or not in liquidated sums, which a G▇▇▇ SLG Transferor has allowed to be placed on such Property after the date hereof, including judgments and federal state and municipal tax liens, or (y) any mortgages or instruments securing or evidencing a payment obligation other than the Existing Fixed Rate Debt and Existing Floating Rate Debt, and in each case which exist as of the Closing Date then the applicable G▇▇▇ SLG Transferor shall cause such exceptions to be removed from the Title Commitment, at its sole cost and expense, which shall not be subject to the limit provided in Section 7(c).
(f) Except as otherwise provided herein, if the Applicable G▇▇▇ SLG Transferor fails on or before the Title Clearance Date to give written notice to M▇▇▇-▇▇▇▇ of its intent to cause any of the Unpermitted Exceptions to be removed prior to Closing, or omitted by the Title Company, then, M▇▇▇-▇▇▇▇ shall, as its sole remedy, have the option (the “Title Election”) to either (i) terminate this Agreement, in which case the parties hereto shall have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement), and receive a return of the Deposit, together with any interest earned thereon, or (ii) proceed with Closing, with no reduction in the amount of the Total Purchase Price, and M▇▇▇-▇▇▇▇ shall be deemed to have waived any objection to the Unpermitted Exceptions which the G▇▇▇ SLG Transferors do not intend to cause to be removed or omitted, and any other exceptions set forth in the Title Commitment. If M▇▇▇-▇▇▇▇ fails to notify G▇▇▇ SLG of its Title Election by the earlier of the Closing Date or five (5) days after the Title Clearance Date, M▇▇▇-▇▇▇▇ shall be deemed to have terminated this Agreement as set forth in subclause (i) above. If the Applicable G▇▇▇ SLG Transferor notifies M▇▇▇-▇▇▇▇ of its intention to cure any such matters, the date for Closing may, at the request G▇▇▇ SLG, be extended by a reasonable additional time to effect such a cure, but in no event shall the extension exceed sixty (60) days after the original date for Closing.
(g) It shall be a condition precedent to the obligation of M▇▇▇-▇▇▇▇ to proceed to Closing hereunder that at Closing the applicable Owner shall hold fee title (or in the case of Challenger Owner, a ground leasehold interest in the Challenger Property) to the applicable Property free and clear of any and all mortgages, liens, claims, leases, tenancies, occupants, encumbrances and easements, except the following (collectively, “Permitted Exceptions”):
(i) All taxes, water meter and water charges and sewer rents, accrued or unaccrued, fixed or not fixed, becoming due and payable after the Closing Date, but subject to adjustment as provided herein;
(ii) All zoning laws and building ordinances, resolutions, regulations and orders of all Governmental Authorities;
(iii) Liens and security interests securing the Existing Fixed Rate Debt;
(iv) Any exception shown on the applicable Survey set forth on Schedule 8(a)(xxxi) and any additional exceptions any updates thereto would show, provided that such additional exceptions do not prevent or interfere with the continued use of the Properties as they are being used on the date hereof;
(v) Any easement or right of use created in favor of a public utility company for electricity, steam, gas, telephone, water or other service, and the right thereunder to install, use, maintain repair and replace wires, cables, terminal boxes, lines, service connections, poles, mains, facilities and the like, upon, under and across the applicable Property;
(vi) Any difference in lot lines shown on an accurate survey and tax lot lines;
(vii) Non-material violations of building ordinances, resolutions and regulations;
(viii) Any other matters set forth as exceptions to title in the existing owners’, or in the case of the Challenger Property, leasehold owner’s, policies of title insurance held by the Owners, dated July 30, 2004 (in the case of the Portfolio Properties) and May 16, 2005 (in the case of the Challenger Property), and provided to M▇▇▇-▇▇▇▇, which policies are set forth on Schedule 7(g)(viii);
(ix) Any Exception set forth in the Title Commitment and not objected to as provided in Section 7(b) and matters otherwise approved or deemed approved in accordance with this Agreement; and
(x) Any Unpermitted Exception that has been waived as provided in Section 7(d) or (f).
(h) If at the Closing it should appear that the applicable owner’s or leasehold owner’s title to any Property is subject to any exception other than the Permitted Exceptions, and if such exception may, according to reasonable expectations, be removed as an objection to title within 60 days after the scheduled Closing Date, G▇▇▇ SLG may adjourn the Closing Date for a period not exceeding 60 days in the aggregate for such purpose.
(i) Subject to the other provisions of this Section 7, after any applicable adjournment, the relevant Owner does not hold title to each Property subject to and in accordance with the provisions of this Agreement, is required M▇▇▇-▇▇▇▇ shall have the right to waive the defect in title and Close without a reduction in Total Purchase Price, or terminate this Agreement by written notice to G▇▇▇ SLG, whereupon the Deposit and all interest earned thereon shall be discharged refunded to M▇▇▇-▇▇▇▇ and the parties shall thereafter have no further rights or satisfied by Sellerobligations hereunder except with respect to those provisions of this Agreement that expressly survive termination.
(j) Notwithstanding the foregoing provisions of this Section 7, Seller shall not be required to discharge or satisfy in the same of record provided the money necessary to satisfy the lien is retained by event that the Title Company at Closing, and the Title Company either omits the lien as shall raise an exception from to title which is not a Permitted Exception, the title insurance commitment or insures against collection thereof from out of G▇▇▇ SLG Transferors shall have no obligation to cause such exception to be eliminated and M▇▇▇ ▇▇▇▇ shall have no right to terminate the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge Agreement by reason of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title exception if the Title Company insures against collection thereof from (or out any other reputable title insurance company licensed to issue title insurance in the State of New York) shall be prepared to omit such exception, at no additional cost or expense (unless the G▇▇▇ SLG Transferors shall agree, in the G▇▇▇ SLG Transferors’ sole discretion, to assume any such additional cost or expense).
(k) M▇▇▇-▇▇▇▇ acknowledges that it has received copies of the Real current owner’s title insurance policies (the “Class C Policies”) with respect to the properties in which the Class C Entities hold an indirect ownership interest (the “Class C Properties”). M▇▇▇-▇▇▇▇ shall have no right of objection to any exception contained therein and the G▇▇▇ SLG Transferors shall have no obligation to remove any exception contained therein or any encumbrance placed upon any Class C Property and/or at any time.
(l) Any owner’s title insurance policies procured at the ImprovementsClosing shall be at M▇▇▇-▇▇▇▇’▇ sole cost and expense.
(m) At Closing, and provided further that Seller deposits with if requested by the Title Company Company, the Applicable G▇▇▇ SLG Transferor or G▇▇▇ SLG Entity shall execute and deliver a sum of money or a parental guaranty reasonably acceptable normal, customary title affidavit to the Title Company and sufficient to secure a release of in substantially the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same form attached hereto as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.Exhibit E.
Appears in 1 contract
Sources: Contribution and Sale Agreement (Mack Cali Realty Corp)
Title Commitment. Buyer shall be responsible, at its expense, for obtaining such title commitment for the Owned Real Property (a“Title Commitment”) Purchaser has ordered a issued by such title insurance commitment with respect company as shall be acceptable to the Real Property issued, by the Title Company Buyer and Seller (the “Title CommitmentCompany”). On Buyer shall be entitled to make any reasonable objection to any title matters shown on the Title Commitment or Surveys by a written notice of objections delivered to Seller on or before March 12August 15, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies 2016. Buyer agrees that each of the Permitted Encumbrances listed in Schedule 3.12 shall not be included in any such notice of objections, unless any such Permitted Encumbrance would materially impair the continued use and operation of the Healthcare Facilities in the manner currently operated by Seller. Seller shall have no obligation to remove or cure title exceptions listed thereon. On objections, except for the following items, which shall be removed or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify cured by Seller in writing, if there are by or at Closing: (i) any monetary liens or other title exceptions that Purchaser objects lien for taxes for calendar years prior to (“Title Objections”) or 2016 and (ii) any Survey Objectionexceptions or encumbrances to title which are created by Seller after the date of this Agreement and not permitted by Section 5.3(j). In As to any other exceptions or objections raised by Buyer, Seller shall have ten (10) Business Days from the event receipt of Buyer’s notice of objections to have such exceptions or objections removed, or, if acceptable to Buyer, to provide affirmative title insurance protection for such exceptions reasonably satisfactory to Buyer. If Seller does not receive fails either to provide for the removal of such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections reasonably satisfactory to Buyer in Buyer’s sole discretion within such ten (10) day period, then Buyer may elect to terminate this Agreement by delivering written notice of to Seller no later than three (3) business days following such period. Buyer shall have the right at any Title Objections time on or Survey Objection by prior to the Title Objection DateClosing Date to waive any objections that it may have made and, TIME BEING OF THE ESSENCEthereby, then Purchaser will be deemed to preserve this Agreement in full force and effect. Buyer shall have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
adverse change in title (b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Propertyextent not arising by, Purchaser’s counsel shall have five (5through or under Buyer) Business Days which first appears of record after he the date of this Agreement and on or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date which change would materially adversely affect the use of the Healthcare Facilities in and was not renewed.
for substantially the use to which such Healthcare Facilities are presently being employed or involve a loss in the fair market value (das reasonably determined by independent MAI appraisal by an appraiser mutually agreed by Seller and Buyer) If on of the Closing Date the Owned Real Property shall be affected by any lien whichin excess of $500,000, pursuant to the provisions of this Agreement, is required to be discharged and if Seller cannot or satisfied by Seller, Seller shall will not be required to discharge cure or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of any such lien.
objection (e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property objection which Seller has previously undertaken to cure or satisfy) on or prior to the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from Buyer may either terminate this Agreement or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that waive such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objectionsobjection.
Appears in 1 contract
Sources: Asset Purchase Agreement (Sunlink Health Systems Inc)
Title Commitment. (a) Purchaser has 3.5.1 Seller has, at Purchaser’s sole cost and expense, ordered from Title Company, a title insurance commitment with respect to the Real Property issued, by the Commitment for Title Company Insurance (the “Title Commitment”), setting forth the status of title to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. On Purchaser shall, on or before March 125:00 p.m., 2014local Las Vegas time on the twentieth (20th) day after the Effective Date, Purchaser shall provide deliver to Seller in writing any objections to matters shown in the Title Commitment (such matters being objected to by Purchaser being hereinafter referred to as “Title Objections”), Purchaser’s failure to timely object to any such matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become “Permitted Exceptions”, If Purchaser timely objects to any item set forth in the Title Commitment, together with legible copies then Seller shall have the right, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item. Notwithstanding the foregoing, if the Title Commitment shows that any of the title exceptions listed thereonfollowing documents (creating the lien that was foreclosed) encumber the Real Property: (i) Deed of Trust recorded November 16, 2006, in Book 20061116 as Instrument No. On or before March 280003638 (as amended and/or assigned); and (ii) Assignment dated November 16, 2014 2006 in Book 20061116 as Instrument No. 0003639 (as amended and/or assigned) (collectively, the “Title Objection DateLoan Documents”), Purchaser then Seller agrees to cause such Loan Documents to be released as of the Closing Date. Seller shall notify Seller have until 5:00 p.m. local Las Vegas time on the Cure Date to agree in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects writing to (“cure before Closing such Title Objections”) . If Seller elects not to cure, or (ii) any Survey Objection. In the event fails to timely respond to Purchaser’s objections, Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right elected not to object to any Survey Objection.
(b) After cure the Title Objection DateObjections, if in which event Purchaser shall, on or before the Title Company raises any new exception to title to the Real Propertyexpiration of Title/Survey Period, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if either (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.)
Appears in 1 contract
Sources: Purchase and Sale Agreement (TNP Strategic Retail Trust, Inc.)
Title Commitment. i) Within four (a4) Purchaser has ordered a title insurance commitment with respect to days of the Real Property issuedOpening of Escrow, by the Title Company shall issue and deliver to Brings a preliminary title commitment for the Property, as well as copies of all instruments referred to therein, including all deeds, easements or other instruments which provide for access to the Property (collectively the “Title Commitment”). On or before March 12, 2014, Purchaser The Title Commitment shall provide be an irrevocable commitment by the Title Company to Seller issue the Title Policy (defined below) subject to the satisfaction of the requirements contained in the Title Commitment, together with legible copies .
ii) Brings shall have twenty (20) days after receipt of the title Title Commitment to object either to any exceptions listed thereon. On or before March 28, 2014 requirements contained in the Title Commitment or to matters identified on the ALTA/ACSM survey of the Property (the “Title Objection DateSurvey”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to be provided and paid for by Brings (“Title ObjectionsIssues”) or (ii) any Survey Objectionby providing written notice thereof to the District. If Brings has no objection, it may provide notice thereof to the District, in which case the 20-day period shall cease. In the event Seller does not receive of any such objection, the District shall have ten (10) days after receipt of Brings’ notice of the Title Issues to review and evaluate the Title Issues and give written notice to Brings whether or not the District will cure or cause to be removed the Title Issues (“Title Review Period”). If the initial Title Commitment is updated and/or amended by any new exception(s) or requirement(s) (by endorsement, amendment, or otherwise) that Brings deems to be adverse to its anticipated title (“Amended Title Commitment”), the Title Review Period will be extended by three (3) business days following Brings’ receipt of the Amended Title Commitment (including the best available copies of all new exceptions) to notify the District in writing of Brings' objections to any new exceptions (“Extended Title Objections Review Period”). If Brings timely objects to any matter disclosed in an Amended Title Commitment, the District may give written notice to Brings within three (3) business days after receipt of the new objections as to whether or Survey Objection not the District will cure or cause to be removed an objected to matter. If the District timely gives Brings written notice that the District will not cure or cause to be removed the objected to matter (or if the District fails to provide any written notice within the applicable response period), then Brings shall have three (3) business days after receipt of such written notice (or, in the case of no written notice, three (3) business days after the expiration of the District's applicable response period) within which to terminate this Option Purchase Agreement. If Brings fails to timely terminate this Option Purchase Agreement under this provision, the Title Review Period and the Extended Title Review Period shall expire.
iii) In the event that the exceptions are not resolved to the reasonable satisfaction of Brings prior to expiration of the Title Review Period and the Extended Title Review Period, this Option Purchase Agreement may be canceled by Brings giving notice thereof to the District as provided in Section 3(e)(ii) above.
iv) The District and Brings hereby agree and acknowledge that electronic delivery of the Title Commitment and any Amended Title Commitments by the Escrow Agent (whether in the form of an attachment to electronic mail or in the form of a link to a website where the Title Objection DateCommitment or Amended Title Commitment can be downloaded) is an acceptable form of delivery, TIME BEING OF THE ESSENCE, then Purchaser will and the Title Commitment or Amended Title Commitment shall be deemed delivered on the day it is electronically transmitted to have accepted and received by the District and Brings.
v) Notwithstanding anything mentioned herein to the contrary, on or waived before the Closing, the District shall satisfy and remove all voluntary monetary liens placed on the Property by the District, and the District shall cure and cause to be removed all exceptions for rights of parties or entities in possession (other than pursuant to recorded documents affecting the Property) or parties or entities holding lease or option rights and all exceptions for any Lis Pendens or similar recordings against the Property (the "Unaccepted Exceptions"), and Brings need not expressly object to any such exceptions to title set forth Unaccepted Exceptions as may be disclosed on the Title Commitment as permitted exceptions (as accepted or waived by Purchaserany amendment thereto such that the Unaccepted Exceptions shall not be deemed Permitted Exceptions.
vi) As used in this Option Purchase Agreement, the “term "Permitted Exceptions”) and " shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted collectively mean the exceptions to title set forth on any updates to reflected in the Title Commitment as Permitted or any amendment thereto which are approved (or deemed approved) by Brings pursuant to this section, but not the Unaccepted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. Within ten (a10) Purchaser has ordered business days after the Effective Date, Seller, at its expense, shall obtain a title commitment for the issuance of an ALTA Form B owner's policy of title insurance commitment with respect to in the Real Property issuedamount of the Purchase Price (the “Commitment”), issued by the Title Company Company. Purchaser, within ten (10) days following the date on which Purchaser received the Commitment (the “Title CommitmentReview Period”). On or before March 12, 2014, Purchaser shall provide deliver to Seller written notice of Purchaser's bona fide objections if any, to the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 Commitment (the “Title Objection DateObjections”). In no event shall any Permitted Exception constitute a Title Objection. If Purchaser fails to deliver such written notice or objection to Seller within the Title Review Period, Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objectionthe Commitment, and all exceptions therein shall thereafter be deemed “Permitted Exceptions.
(b) After the ” If Purchaser shall deliver such Title Objection DateObjections, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel Seller shall have notify Purchaser within five (5) Business Days after he or she receives business days following the date of Purchaser's notice of such exception Title Objections that either (i) the “New Objection Date”) (Title Objections have been, or as promptly as possible will be at or prior to Closing, cured and removed from the Commitment, and in such event, if reasonably required to allow the parties to prepare for Closing, the Closing if such notice is received with less than Date shall be deferred to a date mutually agreed upon by the parties or (ii) Seller has failed to arrange to have the Title Objections cured and removed. If Seller does not notify Purchaser that it has arranged to have the Title Objections cured and removed within said five (5) Business Days prior business day period, Purchaser may elect either (A) to terminate this Agreement, in which event the Closing)E▇▇▇▇▇▇ Money shall be returned to Purchaser as Purchaser's sole remedy hereunder; or (B) to take title as it then is, to provide Seller with written notice if such exception constitutes a Title Objectionwhich election must be made within five (5) days following expiration of said five (5) business day period. In the event Seller If Purchaser does not receive notice of such Title Objection by the New Objection Dateelect to so terminate this Agreement, then: (1) Purchaser will shall be deemed to have accepted agreed to accept title as it then is without any reduction in the exceptions to title set forth on any updates to Purchase Price; (2) all Title Objections not removed from the Title Commitment as will thenceforth be deemed Permitted Exceptions.
; (c3) All taxesthis Agreement shall remain in full force and effect; and (4) if reasonably required to allow the parties to prepare for Closing, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against shall be deferred to a date mutually agreed upon by the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject parties. Anything to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer contrary in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by SellerAgreement notwithstanding, Seller shall not have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception removed from the title insurance commitment Commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction insured over except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of such lien.
(e) No franchise, transfer, inheritance, income, corporate Purchaser or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on parties not related to Seller. On the Closing Date, the Title Company, at Seller's expense, shall issue an owner's title insurance policy insuring fee simple title in Purchaser as of the Closing Date, in accordance with the Commitment. Prior to the Effective Date, Seller has provided Purchaser with a copy of the Mortgagee Policy of Title Insurance No. FA-36-775175 issued by First American Title Insurance Company, including all endorsements thereto (“Seller's Title Evidence”). The parties acknowledge and agree that, notwithstanding anything contained herein to the contrary, any matters shown in the Seller's Title Evidence (other than the mortgage insured therein, which shall be an objection released at or prior to title Closing) are deemed to be Permitted Exceptions as if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvementsset forth on Schedule A annexed hereto, and provided further Purchaser shall have the right to make Title Objections solely in connection with those matters shown in Purchaser's Commitment that Seller deposits with the are not shown in Seller's Title Company a sum of money Evidence or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.Schedule A.
Appears in 1 contract
Title Commitment. Purchaser, at its expense and within ten (a10) Purchaser has ordered days after the date of this Agreement, shall order a commitment of title insurance commitment insurance, together with respect copies of the documents evidencing any title exceptions (the “Commitment”), to insure Purchaser’s interest as owner of the Real Property issuedfrom and after the Effective Date, from the Title Company. Purchaser will promptly notify Seller of receipt of the Commitment and send ▇▇▇▇▇▇’s counsel a copy of the Commitment. If the Commitment discloses exceptions to title that are not described by clauses (A) and (B) of Section 2.4(a)(i) of this Agreement, Purchaser will notify Seller of such exceptions within ten (10) days after Purchaser receives the Commitment. If Purchaser gives notice of any such exceptions, Seller shall have a period of ten (10) days thereafter to notify Purchaser whether or not it will remove, or cause the removal of, any of such exceptions by the Effective Date. If Seller elects, by the Title Company written notice to Purchaser within such ten (the “Title Commitment”). On 10) day period not to remove, or before March 12cause to be removed, 2014any such exceptions (failure of Seller to timely make an election in writing shall be deemed an election by Seller to remove, Purchaser shall provide or cause to Seller the Title Commitmentbe removed, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”any such exceptions), Purchaser shall notify then have a period of ten (10) days after receipt of such election by Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects not to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived remove such exceptions to title set forth on the Title Commitment either (A) proceed to Closing as permitted exceptions provided herein or (as accepted or waived B) terminate this Agreement by Purchaser, the “Permitted Exceptions”) and shall be deemed written notice to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice Seller of such exception (election, in which event all further rights and obligations of the “New Objection Date”) (or as promptly as possible prior to parties hereunder will terminate. Notwithstanding the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Sellerforegoing, Seller shall not be required obligated to discharge or cure and satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment (or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable make arrangements satisfactory to the Title Company and sufficient to secure a release of insure over) (Y) any lien which Seller places on the Real Property from after the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Sellerdate hereof, and such search results shall not (Z) any monetary lien which can be deemed Title Objectionscured through the payment of money.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (Orrstown Financial Services Inc)
Title Commitment. No later than ten (a10) days following the Effective Date, Seller shall deliver to Purchaser has ordered a copy its most recent previously issued title insurance commitment with respect to policy covering the Real Property issued, by the Title Company (the “Title Commitment”)Property. On or before March 12, 2014, Purchaser shall provide to Seller order the Title Commitment, together with legible copies at its sole cost and expense. The title insurance policy issued pursuant to the Title Commitment shall be issuable at the minimum promulgated rate allowed by applicable state law or if there is not a minimum promulgated rate at a negotiated rate which is competitive in the applicable local market. Purchaser shall have Ten (10) days from receipt of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall Commitment to notify Seller in writingwriting of any objections to the title. If the Title Commitment discloses exceptions to title other than the Permitted Title Exceptions or if Purchaser notifies Seller of any other objections to title, if there are Seller shall have thirty (30) days from the date of delivery of the Title Commitment to Seller by Purchaser to have all unpermitted exceptions removed from the Title Commitment and to provide evidence of such removal to Purchaser. If Seller fails to have all unpermitted exceptions removed within such thirty (30) day period, Purchaser may elect, on or before the Closing Date, to (i) any monetary liens or other title exceptions that Purchaser objects terminate this Agreement, in which event the Deposit shall be forthwith returned to (“Title Objections”) Purchaser, or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by accept title subject only to those unpermitted exceptions that the Title Objection DateCompany has not removed with the further right with respect to each then unremoved unpermitted exception to deduct from the Purchase Price amounts secured by any unpermitted lien or encumbrance of a definite or ascertainable amount. If Purchaser fails to make such election, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right elected to object accept the property subject to any Survey Objection.
(b) After the unpermitted exceptions. On the Closing Date, Purchaser shall, at Purchaser's sole cost and expense, cause the Title Objection Date, if Insurer to issue an owner's title insurance policy or prepaid commitment therefore (herein a "Title Policy") pursuant to and in accordance with the Title Company raises any new exception to Commitment, insuring fee simple title to the Real PropertyProperty in VAV, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior subject only to the Closing if Permitted Title Exceptions and such notice is received with less than five other exceptions as Purchaser may approve pursuant to clause (5ii) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will above or be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptionsaccepted, together with all endorsements required hereby.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase Agreement (Government Properties Trust Inc)
Title Commitment. Seller shall convey good and marketable title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12) for a standard form ALTA Extended Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2014, Purchaser shall provide to Seller issued by the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, and (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge have any further rights or satisfy obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. (a) Purchaser Buyer acknowledges that it has ordered a title insurance commitment with respect to received the Real Property issuedCommitment for Title Insurance for the Property, by the Title Company effective May 30, 2019 and updated August 29, 2019, Commitment No. [***] (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of all documents appearing as title exceptions. Buyer shall have the right to have title exceptions listed thereonupdated from time to time prior to the Closing, and shall provide to Seller any update to the Title Commitment (as applicable, an “Update”) that Buyer obtains promptly following Buyer’s receipt thereof. On or before March 28, 2014 Buyer shall give Seller prompt written notice of any exception to title to the Property in the Update that is not a Permitted Exception and to which Buyer objects (the an “Title Objection DateObjection”). Seller shall have no obligation to bring any action or proceeding, Purchaser shall notify Seller in writingor to incur any expense or liability, if there are to remove any Objection (i) including any monetary liens judgments recorded against the Property, a “Lien or other title exceptions that Purchaser objects to (“Title ObjectionsJudgment”) or that is not a Required Removal Exception. “Required Removal Exception” means the following:(i) all Seller Financings Liens, (ii) any Survey Objectionmechanic’s or materialmen’s liens recorded against the Property for work done by or on behalf of Seller or any of its Affiliates, (iii) any federal tax lien recorded against the Property, and (iv) any Lien or Judgment (excluding any Lien or Judgment arising under the foregoing clauses (i), (ii) or (iii)) that, when aggregated with any other Lien or Judgment under this clause (iv) (excluding any Lien or Judgment arising under the foregoing clauses (i), (ii) or (iii)), does not exceed $15,000,000. In the event Seller does not receive written notice case of any Required Removal Exception described in the foregoing clauses (ii), (iii) or (iv), Seller shall have the option (in its sole discretion) of bonding over such lien or Lien or Judgment, escrowing sufficient funds with the Title Objections Insurer, indemnifying the Title Insurer or Survey Objection taking any other similar action at or prior to Closing such that such lien or Lien or Judgment is omitted from the Title Policy (or is otherwise insured over by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed Insurer) without additional cost to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) Buyer and thereafter Seller shall be deemed to have waived its right to object to any Survey Objection.
(b) After satisfied, and caused the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Propertyrelease of, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedRequired Removal Exception.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (CAESARS ENTERTAINMENT Corp)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have Within five (5) Business Days after he or she receives notice the Effective Date, Purchaser shall facilitate without cost to Seller delivery of such exception a title commitment for the Property from Diversified National Title Agency, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ (the “New Objection DateSeller’s Title Commitment”), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Seller shall deliver to Purchaser title at closing subject only to the “Permitted Exceptions,” as defined herein. Purchaser shall have a period (the “Review Period”) ending on the date which is the sooner of ten (10) days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment in which to notify Seller of any objections Purchaser has to any matters shown or as promptly as possible prior referred to in the Closing if Title Commitment that, in Purchaser’s discretion, impair the marketability of title or adversely affect or limit the use of the property for its present intended use (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a “Permitted Exception”. In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and give Purchaser written notice is received with less than thereof within five (5) Business Days prior to days following delivery of the ClosingObjection Notice (“Seller’s Cure Period”), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller’s Cure Period, then in that event Purchaser may terminate this Contract by providing written notice to Seller at any time at or prior to the expiration of such Title Objection by the New Objection DateInspection Period, in which event this Contract shall terminate and the parties hereto shall have no further obligations one to the other. In the event Purchaser fails to timely terminate the Contract as aforesaid, Purchaser will shall be deemed to have accepted elected to waive any such unacceptable conditions and exceptions and proceed to Closing. Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller (including any financing which encumbers the Property), which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Escrow Agent, as title insurer, (2) any exceptions or encumbrances to title set forth on any updates to which are created by Seller after the Title Commitment as Permitted Exceptions.
date of this Agreement without Purchaser’s consent, and (c3) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereonnon-consensual liens not exceeding $25,000 in the aggregate, which on liens Seller shall cause to be released at the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained affirmatively insured over by the Title Company at Closing, and the Title Company either omits the lien Escrow Agent as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lieninsurer.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Realmark Property Investors LTD Partnership Ii)
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12) for a standard form ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2014, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment, and (iii) any liens or notices of violation issued by a governmental entity which could, if not cured, become a lien against the Property (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge have any further rights or satisfy obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. Within five (5) days following the Effective Date, the Buyer, at the Buyer’s expense, shall order a title commitment for the Property (the “Commitment”), together with a copy of all documents of record and all exceptions to title to the Property as indicated in the Commitment from a title company of the Buyer’s choosing (the “Title Company”). If the Commitment discloses defects in title or other adverse matters other than (a) Purchaser has ordered a utility easements, setback restrictions and other easements, covenants and restrictions required in connection with the development of the Property which do not materially, adversely affect the Buyer’s intended development of the Property, (b) non-delinquent real estate taxes, or (c) any other title insurance commitment or survey defect not objected to by the Buyer set forth in the Commitment (the “Permitted Title Exceptions”), the Buyer shall notify the Seller of these defects on or before the fifteenth (15th) day after the Effective Date. If the Buyer does not give notice within such time, the Buyer shall be conclusively deemed to have accepted all title matters with respect to the Real Property issuedProperty. Upon receipt of notice from the Buyer that any title defects or other matters shall exist with respect to the Property, by other than a Permitted Title Exception, the Title Company Seller, within ten (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies 10) days after receipt of the title exceptions listed thereon. On or before March 28Buyer’s notice, 2014 (the “Title Objection Date”), Purchaser shall notify the Buyer in writing whether the Seller in writing, if there are (i) will remedy any monetary liens or all such title defects or other title exceptions that Purchaser objects objectionable matters prior to (“Title Objections”) or (ii) any Survey ObjectionClosing. In If the event Seller does not receive agree to cure all such title defects and other objectionable matters prior to Closing, the Buyer may, by written notice to the Seller given within five (5) days after receipt of the Seller’s notice, (x) waive any Title Objections such title defects or Survey Objection by other objectionable matters that the Title Objection DateSeller has not agreed to cure in which case such defects, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and matters shall be deemed to have waived its right to object to any Survey Objection.
(b) After the be Permitted Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (iiy) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of terminate this Agreement, is required to be discharged whereupon neither party shall have any further rights or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser obligations under this Agreement except for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. (a) Purchaser has acknowledges receipt of the Commonwealth Title Commitment. If Purchaser elects to use a title company other than Commonwealth Land Title Insurance Company, prior to the Effective Date, Purchaser shall have ordered from the Title Company a title insurance commitment with respect to the Real Property issued, by the for an Owner’s Title Company Insurance Policy (the “Title Commitment”). On or before March 12If Purchaser elects to use Commonwealth Land Title Insurance Company as the Title Company, 2014within two (2) Business Days after the Effective Date, Purchaser shall provide to Seller order from the Title Company an update to said Commonwealth Title Commitment, together with legible copies . Prior to the expiration of the title exceptions listed thereon. On or before March 28, 2014 Evaluation Period (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are writing of any (i) any monetary liens or other exceptions to title exceptions that to the Real Property raised by the Title Company if Purchaser objects to deems same unacceptable (“Title Objections”) or and (ii) any Survey ObjectionObjections. In the event Seller does not receive written notice of any Title Objections or Survey Objection Objections by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such the exceptions to title set forth on in the Title Commitment as permitted Commitment, and such exceptions (as accepted or waived by Purchaser, the shall constitute “Permitted Exceptions”) , and shall be deemed to have waived its right to object to any Survey Objectionall matters shown on the Updated Survey. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO THE TITLE OBJECTION DATE.
(b) After By the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception date (the “New Objection Date”) which is five (5) Business Days after Purchaser’s counsel receives notice of any (i) new exception to title to the Real Property recorded in the land records or arising after the effective date of the Title Commitment or (ii) new material matter first disclosed in any update to the Updated Survey after the Title Objection Date, as the case may be, and prior to the Closing (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to Purchaser shall provide Seller with written notice of its objection to such new exception if such exception constitutes a Purchaser deems same unacceptable (“New Title Objection”). TIME SHALL BE OF THE ESSENCE WITH RESPECT TO THE NEW OBJECTION DATE. In the event Seller does not receive notice of such the New Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the applicable exceptions to title set forth on any updates applicable update to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or ; (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, ; or (iii) the security interest was filed more than five (5) year years prior to the Closing Date and was not renewed; and in addition, as a result thereof or otherwise, the Title Company omits such security interest as an exception from the Title Commitment.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing to be applied to satisfy such lien at Closing, or Seller provides an indemnity from MCRLP in form and substance satisfactory to the Title Company, the Title Company either omits the lien as an exception from the title insurance commitment Title Commitment without additional premium or insures against collection thereof from out of the Real Propertycost to Purchaser, and Purchaser’s lender does not object to such omission based on such indemnity and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Real Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Real Property from the lien thereofthereof or an indemnity agreement reasonably satisfactory to the Title Company, the Title Company omits the lien as an exception from the Title Commitment and Purchaser’s lender does not object to such omission based on such indemnity agreement. If any such tax issue is not resolved within sixty (60) days of after Closing, the Title Company shall, at Purchaser’s direction use any escrowed funds to satisfy such tax. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser and the Title Company an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and and, so long as the Title Company omits the same as an exception from the Title Commitment without additional premium or cost to Purchaser, such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. (a) Purchaser has ordered a hereby acknowledges receipt of those ---------------- certain commitments for title insurance commitment issued by Chicago Title Insurance Company with respect to a portion of the Real Property issuedLand (together covering all of the Land), by having an effective date of February 19, 1998 (Commitment No. 209703421), February 23, 1998 (Commitment No. 209800811), and November __, 1998 (Commitment No. _____________) (collectively, the Title Company (the “"Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”") and containing the commitment of said title company to issue its ALTA Form of title insurance policy, in an amount equal to the Purchase Price. The title commitment so issued shall be deemed later dated to have waived its right to object to any Survey Objection.
a date not more than fifteen (b15) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible days prior to the Closing if Date. Each title commitment delivered hereunder shall be conclusive evidence of Good and Marketable Title as therein shown, subject only to those exceptions as therein stated. If any later date title commitment discloses exceptions to title other than the Permitted Exceptions (whether or not the Title Company is prepared to insure over such notice is received exceptions), Seller shall have until the Closing Date to have those exceptions removed from the commitment or, in the case of exceptions which may be removed with less than five the payment of money, deliver the undertaking of the Title Company to insure over such exceptions. If Seller fails to have any such exceptions removed (5or insured over as above provided) Business Days on or prior to the ClosingClosing Date, then provided such unpermitted exceptions are not the result of a breach or default of Seller under SECTION 6.1.5 or SECTION 6.1.9 of this Agreement, Purchaser may elect (as its sole remedy for Seller's failure to have such title exceptions removed or insured over), by delivery of notice to provide Seller with written notice if such exception constitutes a Title Objection. In that effect at any time within thirty (30) days after the event Seller does not receive notice of such Title Objection by the New Objection Closing Date, Purchaser will be deemed either (i) to have accepted take title as it then is, with the exceptions right to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against deduct from the Purchase Price liens or encumbrances of a definite or ascertainable amount (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and in which case such exceptions shall not thereafter be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property"Permitted Exceptions"), or (ii) to terminate this Agreement, and all of the rights and remedies of the parties hereto, whereupon the Deposit shall be returned to Purchaser. If such personal property is unpermitted exceptions are the property result of a Tenant, and breach or default of Seller executes and delivers an affidavit to such effect, under SECTION 6.1.5 or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions SECTION 6.1.9 of this Agreement, is required to be discharged or satisfied by Seller, Purchaser shall have the rights and remedies provided for in SECTION 7.2 hereof in the event of a default of Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienhereunder.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase Agreement (Wells Real Estate Investment Trust Inc)
Title Commitment. Seller shall convey good and indefeasible title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within three (3) Purchaser has ordered business days following the Effective Date, Seller shall order a current title insurance commitment with respect an effective date after the Effective Date of this Agreement, in the amount of the Purchase Price with Purchaser as the proposed insured, and true, complete and legible copies of all documents of record referred to in the Real Property issued, by the Title Company title commitment (the “Title Commitment”) for a Texas Owner’s Policy of Title Insurance issued by the Escrow Agent on behalf of the Title Company, in the amount of the Purchase Price, insuring good and indefeasible fee simple title to the Property subject only to the Permitted Encumbrances (the “Title Policy”). On or before March 12, 2014, Purchaser shall provide to Seller have fifteen (15) days following its receipt of the last of the Title Commitment, together with legible copies of all documents of record listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to survey, title exceptions listed thereon. On or before March 28, 2014 and any uniform commercial code searches performed on the Seller (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; provided however, and notwithstanding anything to the contrary, whether or not Purchaser objects to any title or survey matters, Seller shall have the absolute obligation to remove all “Monetary Liens” (as defined below) prior to or at Closing. Seller shall notify Purchaser in writing within ten (10) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not respond to the Title Objection Letter within such ten (10) day period), then Purchaser shall notify have the right for fifteen (15) days after receipt of Seller’s response to the Title Objection Letter (or fifteen (15) days following the expiration of the period within which Seller in writing, if there are was to so respond) to either (i) waive any monetary liens or other such title exceptions objection in writing and proceed to Closing in accordance with the terms of this Agreement (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below); provided, however that Purchaser objects such election shall have no effect on Seller’s obligation to (“Title Objections”) cure all Monetary Liens, or (ii) terminate this Agreement upon written notice to Seller and receive a refund of the ▇▇▇▇▇▇▇ Money, in which event neither party hereto shall have any Survey Objection. In further rights or obligations under this Agreement except for the Surviving Obligations (in the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection DatePurchaser fails to terminate this Agreement within said 15 day period, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived any such title objection in accordance with (i) of this sentence). Except for Monetary Liens, all exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing or deemed waived) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey or UCC searches and that are unacceptable to Purchaser in Purchaser’s sole and absolute discretion, Purchaser shall within fifteen (15) days after receipt of any such update to the Title Commitment or Survey or UCC searches notify Seller in writing of its right to object objection to any Survey Objection.
such Unacceptable Encumbrance (b) After the Title Objection Date“Unacceptable Encumbrance Notice”). Except for Monetary Liens, if Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, and notwithstanding anything to the contrary, Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser and the Title Company raises (i) any new exception Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to title to secure debt, tax liens, mechanics’ liens or judgments that appear on the Real Property, Purchaser’s counsel shall have five Title Commitment (5) Business Days after he or she receives notice of such exception (the “New Objection DateMonetary Liens”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of such Title Objection thereof in writing to Seller by the New Objection Date, Purchaser will be deemed earliest to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment occur of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by Closing Date, (ii) fifteen (15) days after Purchaser’s receipt of Seller’s written notice to Purchaser of Seller’s intent to not cure one or more of such security interests are no longer in or on the Real PropertyUnacceptable Encumbrances, or (iiiii) such personal property is fifteen (15) days after the property Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions of this Agreementimmediately preceding sentence, is required the ▇▇▇▇▇▇▇ Money shall be returned to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingPurchaser, and neither party shall have any further rights or obligations hereunder other than the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
Title Commitment. Not later than seven (a7) Purchaser has ordered a title insurance commitment with respect to days before the Real Property issued, by end of the Title Company (the “Title Commitment”). On or before March 12, 2014Investigation Period, Purchaser shall provide to Seller with a written notice of any matters on the Title CommitmentCommitment to which Purchaser objects. Within seven (7) days after Seller’s receipt of notice of Purchaser’s objections, together with legible copies Seller shall provide written notice to Purchaser as to whether Seller will cure any such objections or refuse to cure the objections. Except as otherwise provided herein as to monetary liens, in no event shall Seller be obligated to cure any objections. If Seller fails to deliver notice of its election to Purchaser, Seller shall be deemed to have elected not to cure the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objectionobjections. In the event Seller does elects, or is deemed to have elected, not receive to cure any objections, then Purchaser shall have the right to either waive the objection and proceed to Closing, in which event the exception shall be deemed a Permitted Exception, or terminate this Agreement, in which event the Deposit shall be immediately refunded to Purchaser and the parties shall have no further rights or objections hereunder. In the event Purchaser fails to deliver to Seller written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCEits election within seven (7) days after Seller’s notice of Seller’s election, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have elected to waive the objections and proceed to Closing. All objections that are waived, or deemed to be waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel by Purchaser shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objectionbecome Permitted Exceptions. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed elects to have accepted the exceptions to title set forth on cure any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Sellerobjections, Seller shall not be required have until Closing to discharge or satisfy complete the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge cure of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable objections to the Title Company and sufficient to secure a release reasonable satisfaction of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsPurchaser.
Appears in 1 contract
Sources: Purchase and Sale Agreement (KVH Industries Inc \De\)
Title Commitment. (a) Purchaser Buyer has ordered a title insurance commitment with respect to the Real Property issuedordered, by the Title Company (the “Title Commitment”). On or before March 12at Sellers' expense, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies an examination of the title to the Owned Real Property. Buyer has delivered to Sellers and Shareholder a copy of a commitment for an owners title insurance policy covering title to the Owned Real Property, with standard exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”"TITLE POLICY"), Purchaser shall notify Seller in writingsetting forth the state of title to the Owned Real Property and all objections and exceptions thereto, including rights of way, easements, restrictions, reservations, covenants, liens, encumbrances, leases, estates, and other conditions, if there are any, affecting the Owned Real Property (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection"TITLE COMMITMENT").
(b) After Buyer may obtain, at Sellers' expense, for Buyer's use and for the Title Objection Date, if use of the Title Company raises any new exception to title to in connection with the issuance of the Title Policy, a current and complete ALTA/ACSM survey of the Owned Real Property, Purchaser’s counsel prepared by a competent registered surveyor in the State of Texas, so as to permit the issuance of a survey endorsement and an ALTA Extended Owner's Policy of Title Insurance. Sellers shall have five (5) Business Days use good faith efforts to ensure the delivery of the survey to Buyer and the Title Company within 30 days after he or she receives notice execution of such exception (the “New Objection Date”) (or as promptly as possible prior this Agreement. Sellers also shall use good faith efforts to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes deliver a Title Objection. In the event Seller does not receive notice of such Title Objection certification by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to surveyor and such additional supporting reports and other certificates as the Title Commitment as Permitted ExceptionsCompany may reasonably require to enable the Title Company to deliver a survey endorsement and the Title Policy.
(c) All taxesIf the condition of title, water rates as set forth in the Title Commitment, is not satisfactory to Buyer, Buyer shall give Sellers and Shareholder written notice of its objections to title ("TITLE OBJECTIONS"), simultaneously with its delivery of the Title Commitment to Sellers and Shareholder. The Parties shall mutually agree to the resolution of all issues raised by the Title Objections as a condition to Closing. If Buyer does not elect to satisfy the Title Objections, or charges, sewer rents and assessments, plus interest and penalties thereon, which on attempts to cure them but is unable to do so prior to the Closing Date are liens against Date, Buyer may, at its option, (i) accept title subject to the Real Property and which Seller is obligated to pay and discharge will be credited against Title Objections, with an adjustment in the Purchase Price (subject to the provision for apportionment any liens or encumbrances of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in definite or on the Real Propertyascertainable amount, or (ii) such personal property is terminate this Agreement. Any exceptions to title that are either accepted or waived by Buyer are referred to as the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed"PERMITTED EXCEPTIONS."
(d) If on Sellers and Shareholder fail to pay the Closing Date costs associated with the Real Property survey for title insurance, Buyer shall be affected by any lien whichhave the right, pursuant to but not the provisions of this Agreementobligation, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, such payments on behalf of Sellers and the Title Company either omits the lien as an exception Shareholder and to deduct from the title insurance commitment or insures against collection thereof from out Purchase Price the actual costs of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such liensurvey.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale of Assets Agreement (T-3 Energy Services Inc)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the The Title Company has furnished to Purchaser and Seller a fourth preliminary commitment number 206136002, dated August 22, 2006 (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment) for an owner’s policy of title insurance in ALTA form, together with legible copies of the title all documents referenced as exceptions listed thereon. On or before March 28, 2014 therein (the “Title Objection DateDocuments”).
(b) Purchaser has reviewed the Survey, the Commitment and the Title Documents and has approved the status of title to the Real Property as referenced therein, subject only to Seller’s obligation to remove at or prior to Closing the special exceptions identified in Exhibit K.
(c) Any liens, encumbrances, easements, restrictions, conditions, covenants, rights of way and other matters affecting title to the Real Property which are created by Seller after the Effective Date without the prior written consent of Purchaser or which may be disclosed by a supplemental to the Commitment after the date of the Commitment, but before the Closing Date (collectively, the “Intervening Liens”) shall also be subject to Purchaser’s approval, and Purchaser shall have three (3) days after notice in writing of any Intervening Lien and a copy of the instrument creating or evidencing the Intervening Lien, if any, to submit written objections thereto or to give Seller notice of acceptance thereof, and the Closing Date shall be extended as required to afford Purchaser such three (3) day period within which to review such Intervening Lien and determine its acceptability. If Purchaser fails to notify Seller within such time period, Purchaser shall be deemed to have approved such Intervening lien. Seller shall notify Seller Purchaser in writing, if there are writing within three (3) days after receipt of Purchaser’s objection notice that (i) any monetary liens Seller will remove such Intervening Liens and provide evidence to Purchaser of such removal on or other title exceptions that Purchaser objects to (“Title Objections”) before Closing, or (ii) Seller elects not to remove such exceptions. If Seller elects not to remove Intervening Liens and if Purchaser is unwilling to accept title subject to such Intervening Liens, Purchaser shall have one (1) business day after receipt of Seller’s notice to terminate this Agreement by written notice to Seller whereupon the Title Company shall return the ▇▇▇▇▇▇▇ Money Deposit (together with interest and accrued thereon) to Purchaser, the parties shall equally share any Survey ObjectionCancellation Charges and this Agreement shall terminate and be of no further force or effect except for the Termination Surviving Obligations. In the event Seller Purchaser does not receive written notice of any Title Objections or Survey Objection by elect to terminate this Agreement within the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title time period set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaserabove, the “Permitted Exceptions”) and Purchaser shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Datesuch Intervening Liens, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel such Intervening Liens shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to be deemed additional Permitted Exceptions and the Closing if such notice is received with less than five (5) Business Days prior to shall occur on the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title terms and conditions set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedthis Agreement.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant Notwithstanding anything to the provisions of contrary contained in this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same remove any liens, mortgages, deeds of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate trust or other tax open, levied monetary liens and encumbrances arising by or imposed against through Seller or prior to Closing and shall pay all taxes and assessments due and payable for any former owner period of the Property, that may be a lien against the Property on time prior to the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. Seller shall convey good and marketable title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”). On or before March 12, 2014, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, (ii) any Survey Objectionexceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge or satisfy have any further obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
Title Commitment. Within ten (a10) days after the Effective Date, Seller shall furnish to Purchaser has ordered a title commitment (the "Commitment"), by the terms of which Title Company, as issuing agent for Chicago Title Insurance Corporation, agrees to issue to Purchaser at Closing an owner's policy of title insurance commitment with respect (the "Title Policy") in the amount of the Purchase Price on the standard ALTA form used in the State of Florida, insuring Purchaser's fee simple title to the Real Property issuedto be good and marketable, subject to the terms of such policy and the title exceptions. As used herein, the term "Title Objection Period" shall mean a period commencing on the first day following Seller's delivery to Purchaser of the Survey and Commitment and ending ten (10) days thereafter. All matters shown on the Survey and exceptions listed in the Commitment which are not objected to by Purchaser by delivery of written notice to Seller within the Title Company Objection Period shall be conclusively deemed to be acceptable to Purchaser. In the event Purchaser timely objects to any title exception or Survey matter ("Title Objection"), Seller may, but shall not be obligated to, cure such Title Objection; provided, however, if Seller is able and willing to eliminate or cure such Title Objection, Seller shall notify Purchaser in writing within five (5) days after the “Title Commitment”Objection Period ("Seller's Notice Period") of such facts (said notice hereinafter called "Seller's Title Notice"). On , in which case the elimination or curing of the Title Objection shall be completed on or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 Closing Date (the “Title Objection Date”as defined in Section 7.1), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any deliver Seller's Title Objections or Survey Objection by the Title Objection DateNotice to Purchaser within Seller's Notice Period, TIME BEING OF THE ESSENCE, then Purchaser will be is deemed to have accepted be notified that Seller is unable or waived such exceptions unwilling to title set forth on cure the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Propertydoes not deliver Seller's Title Notice, or (ii) such personal property notifies Purchaser that Seller is unable or unwilling to cure any Title Objection, Purchaser shall be deemed to have waived the property of a TenantTitle Objections unless, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than within five (5) year prior days following the expiration of Seller's Notice Period, Purchaser delivers to Seller written notice terminating this Agreement. Notwithstanding anything herein to the Closing Date and was contrary, in the event that Purchaser's right to terminate this Agreement pursuant to any provision of this Section 5.1 has not renewed.
(d) If expired prior thereto, it shall expire upon expiration of the Inspection Period. As used in this Agreement, the term "Permitted Exceptions" shall mean all matters either shown on the Closing Date Survey or listed in the Real Property shall be affected by any lien whichCommitment as either exceptions or exclusions to which Purchaser does not raise a Title Objection within the Title Objection Period or, pursuant having objected, Purchaser waives or is deemed to have waived in accordance with the provisions of this AgreementSection 5. 1. Notwithstanding the foregoing, is required Purchaser and Seller acknowledge that although Seller has no obligation to be discharged cure any title matters (whether or satisfied not the same constitute Title Objections), Seller does agree (subject to Purchaser's full performance hereunder) to deliver title to the Property at Closing free and clear of any and all liens of the deeds of trust and/or mortgages created by Seller, as reflected on the Commitment. Furthermore, Seller shall not be required has no obligation to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by ensure that the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment will provide extended or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller comprehensive coverage or any former owner endorsements or amendments thereto, all of the Propertywhich, that may be a lien against the Property on the Closing Dateif Purchaser elects to obtain such coverage, shall be an objection Purchaser's responsibility and shall be at Purchaser's expense. In the event of termination of this Agreement pursuant to title if the Title Company insures against collection thereof from or out this Section 5.1, upon Purchaser's delivery of the Real Property and/or Documents and the ImprovementsPurchaser's Information, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver Earnest Money shall ▇▇ ▇▇▇ivered to Purchaser an affidavit stating that such judgmentsand thereafter neither party shall have any further rights or obligations hereunder, bankruptcies or other returns do not apply except for the rights and obligations arising pursuant to SellerSections 3.3, 3.5 and such search results shall not be deemed Title Objections7.4.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Walden Residential Properties Inc)
Title Commitment. (a) Purchaser has ordered shall order, at its sole cost and expense, a commitment for an owner's title insurance commitment policy with respect to the Real Property issued(the "Title Commitment") from [__________ Title Insurance Company] (the "Title Company") and shall request the Title Company to deliver copies of the Title Commitment as soon as the same is or becomes available, together with true and complete copies of all instruments giving rise to any defects or exceptions to title to the Property, to Purchaser's and Seller's attorneys. If the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions to title to the Property, other than the Permitted Encumbrances subject to which Purchaser is unwilling to accept title (collectively, the "Title Objections") and Purchaser gives Seller notice of the same within fifteen (15) days after Purchaser's receipt of the Title Commitment, Seller shall have the right (but shall not be obligated) to eliminate or cure the same. Purchaser hereby waives any right Purchaser may have to advance as objections to title or as grounds for Purchaser's refusal to close this transaction any Title Objections of which Purchaser does not notify Seller within such 15-day period unless such Title Objections were first raised by the Title Company (subsequent to the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller date of the applicable Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), in which event Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object raise such Title Objections as an objection to any Survey Objectiontitle or as a ground for Purchaser's refusal to close this transaction if Purchaser fails to notify Seller of the same within five (5) days after Purchaser first becomes aware of such Title Objections. Seller, in its sole discretion, may adjourn the Closing one or more times for up to ninety (90) days in the aggregate in order to eliminate Title Objections.
(b) After the If Seller is unable or unwilling to eliminate all Title Objection DateObjections not waived by Purchaser, if the Title Company raises any new exception or to arrange for title insurance reasonably acceptable to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice Purchaser insuring against enforcement of such Title Objection by Objections against, or collection of the New Objection Datesame out of, the Property, and to convey title in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 3.2(a)), Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which may elect on the Closing Date are liens against the Real Property either to terminate this Agreement by written notice given to Seller, or to accept title subject to such Title Objections and which Seller is obligated to pay and discharge will be credited without any reduction in or credit against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedPrice.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. Buyer, at Buyer’s cost, shall have the right to obtain the following: (ai) Purchaser has ordered an ALTA Form B Owner's Title Insurance Commitment covering the Property issued by a reputable title insurance commitment company pursuant to which the title company agrees to issue to Buyer, at Closing, an owner's policy of title insurance in the amount of the purchase price, consistent with respect the Commitment; and (ii) a current boundary or ALTA/ACSM Land Title survey of the Property, showing all improvements, easements and matters referenced on the Title Insurance Commitment, certified to the Real Property issuedBuyer, by its counsel, and the Title Company (the “Title Commitment”"Survey"). On If Buyer shall have any objection(s) with respect to the status of title to the Property as reflected in the Commitment and/or the Survey which render title unmarketable or which would interfere with Buyer’s intended use of the Property, Buyer may notify Seller of such objections on or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies expiration of the title exceptions listed thereon. On or before March 28, 2014 Inspection Period (as hereinafter defined) (the “"Buyer’s Title Objection Date”Notice"). Any matters shown in the Commitment and Survey to which Buyer does not timely object, Purchaser except as otherwise provided herein, shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objectionbe deemed "Permitted Encumbrances". In the event the Commitment or the Survey reflects any defect or title condition to which Buyer timely objects, then Seller does not receive written notice shall be required to use its commercially reasonable efforts to cause all such defects and title conditions to be cured no later than the date which is sixty (60) days following receipt of any Title Objections or Survey Objection by the Buyer's Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Notice ("Seller's Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the ClosingCure Period"), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, it being understood that Seller shall not be required obligated to discharge institute litigation in connection with same. Notwithstanding anything to the contrary contained in this Contract, Buyer need not object to and Seller shall, on or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on before the Closing Date, shall be an objection to title if the Title Company insures remove or satisfy (1) judgments against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results (2) other monetary liens (including any mortgages, deeds of trust, mechanic’s, materialmen’s or vendor’s liens with respect to the Property and any real estate tax liens (including improvement district and special taxing district liens) other than liens for ad valorem taxes and assessments not yet due and payable (collectively, “Monetary Liens”), none of which shall not be deemed Title ObjectionsPermitted Encumbrances.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Title Commitment. Within ten (a10) Purchaser has ordered business days after the Effective Date, Title Company shall deliver a current preliminary title report (the "Commitment") for a TLTA extended coverage title insurance commitment with respect to the Real Property issued, by the Title Company policy (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide "Owner's Policy") on the Property to Seller the Title CommitmentBuyer and Seller, together with legible copies of the all title exceptions listed thereon. On or before March 28, 2014 (the “"Title Objection Date”), Purchaser Exceptions") referred to in the Commitment. Buyer shall have a period (the "Title Review Period") ending upon the expiration of the Inspection Period in which to notify Seller of any objections (the "Objections") Buyer has as to any matters set forth on or referred to in writingthe Commitment or on the New Survey (as provided pursuant to Section 4.2). Buyer may, if there at its option and at its cost and expense, provide to Seller and the Title Company the New Survey pursuant to Section 4.2. Buyer shall have until the end of the Title Review Period to also make objections to the New Survey (such timely objections being referred to as the "Survey Objections"). Any title encumbrances, matters or exceptions which are (i) any monetary liens set forth in the Commitment or other title exceptions that Purchaser objects on the New Survey and to (“Title Objections”) or (ii) any Survey Objection. In the event Seller which Buyer does not receive written notice of any Title Objections or Survey Objection by object within the Title Objection DateReview Period, TIME BEING OF THE ESSENCE, then Purchaser will shall be deemed to have accepted or waived such exceptions be Permitted Exceptions to the status of Seller's title set forth on (the Title Commitment as permitted exceptions "Permitted Exceptions"). Likewise, any Survey Objections that Buyer does not timely make with respect to the Survey, if any, shall also be deemed to be Permitted Exceptions. Notwithstanding the foregoing, if notice of Objections and/or Survey Objections (as accepted or waived by Purchasercollectively, the “Permitted Exceptions”"Buyer's Objections") and is not timely given by Buyer, then Buyer shall be deemed to have waived its right objected to object to any all matters set forth in the Commitment and the New Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel and shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior elected to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptionsterminate this Contract.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Contract of Sale (Cole Credit Property Trust II Inc)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 125:00 o'clock p.m. central daylight savings time on the 15th day after the Effective Date, 2014, Purchaser shall the Sellers will provide to Seller the Buyer a preliminary binder for issuance of an ALTA owner's title insurance policy (the "Title Commitment") reflecting Buyer as the proposed insured, in the amount equal to the Purchase Price, issued by Tri-Lakes Title Company, Inc., as agent for Chicago Title Insurance Company, showing fee simple title to the Project to be in Sellers, and containing only the exceptions (hereafter called the "Permitted Exceptions") described on Schedule 3.1 attached hereto and made a part hereof, together with legible copies of all documents listed therein as exceptions to title. After receipt of the preliminary title exceptions listed thereon. On or before March 28binder, 2014 Buyer shall be allowed fifteen (the “Title Objection Date”), Purchaser shall 15) days to notify Seller Sellers in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice writing of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed objections to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to Sellers' title to the Real Property. Said objections shall be in writing to be deemed waived. Upon receipt of any written objections, Purchaser’s counsel Sellers shall have five (5) Business Days after he or she receives notice of such exception (promptly undertake to correct the “New Objection Date”) (or as promptly as possible prior defects in title objected to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title ObjectionBuyer. If on the Closing Date there shall be security interests filed against Sellers are unable to correct such defects within one hundred twenty (120) days after Seller's receipt of any written objections to title, the Real Property, Buyer will have the option to waive such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in defect or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of terminate this Agreement, is required to be discharged in which event neither party shall have any further rights or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from obligations hereunder. If the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title binder discloses judgments, bankruptcies, bankruptcies or other returns exceptions against other persons having names the same as or similar to that of Sellerthe Sellers, Seller will the Sellers, on request, shall deliver to Purchaser an affidavit stating the Buyer and the title company affidavits showing that such judgments, bankruptcies or other returns do exceptions are not apply against the Sellers. Sellers shall also deliver any affidavits and documentary evidence required by the title company to Seller, and such search results shall not be deemed Title Objectionseliminate all exceptions other than the Permitted Exceptions appearing in the title binder.
Appears in 1 contract
Sources: Asset Purchase Agreement (Capitol Communities Corp)
Title Commitment. 3.2.1 Within ten (a10) Purchaser has ordered days following the execution of this Agreement by Buyer and Seller, Seller shall cause Landmark Title Company (“Title Insurer”) to deliver a current commitment for title insurance commitment with respect to on the Real Property issued, by and the Title Company Improvements (the “Title Commitment”) to Buyer and Seller. The Title Commitment shall show the status of title to the Property and the Improvements as of the date of such Title Commitment and shall be accompanied by legible copies of all documents referred to in such Title Commitment (the “Underlying Documents”).
3.2.2 Buyer shall review the Title Commitment and notify Seller in writing of Buyer’s approval or disapproval of any Schedule B exception(s) shown on such Title Commitment within ten (10) days following the date on which Buyer received the Title Commitment and legible copies of all of the Underlying Documents, but in any event before the expiration of the Inspection Contingency Period. On Any exceptions to which Buyer has objected (other than the Permitted Exceptions [defined later]) shall be referred to herein as the “Disapproved Exceptions”. Buyer’s failure to notify Seller in writing of its disapproval of any exception within such time period shall be deemed approval of such exception.
3.2.3 If on or before March 12Closing, 2014, Purchaser shall provide Title Insurer amends the Title Commitment to Seller add any Schedule B exception (other than the Permitted Exceptions listed in subsections (i) through (vii) and in subsections (ix) through (x) of Section 3.3 below) in addition to the Schedule B exceptions shown in such Title Commitment, together with legible copies of as the title exceptions listed thereon. On or before March 28same may have been amended by prior amendments, 2014 (the an “Title Objection DateAdditional Exception”), Purchaser Title Insurer shall give both Buyer and Seller written notice thereof, and Buyer shall notify Seller in writingwriting within ten (10) days of Buyer’s receipt of such amended Title Commitment of Buyer’s approval or disapproval of any Additional Exception. Any Additional Exception which has not been approved by Buyer as provided in this Section 3.2 shall be deemed disapproved and shall be a Disapproved Exception. Buyer’s failure to notify Seller of its approval of any Additional Exception within such time period shall be deemed a disapproval of such Additional Exception. Notwithstanding anything set forth herein to the contrary, if there are the amended Title Commitment is delivered to Buyer less than ten (10) days before the Date of Closing, then Buyer shall be presumed to have objected to any Additional Exception unless Buyer approves in writing of such Additional Exception prior to closing and if such Additional Exception is not so approved by Buyer in writing and cannot be removed from the Title Commitment or the Title Insurer will not agree to insure against loss or damage that may be occasioned by such Additional Exception prior to closing, this Agreement shall be terminated, the ▇▇▇▇▇▇▇ Money shall be returned to Buyer, less the amount of all escrow cancellation fees, if any, payable by Buyer pursuant to Section 5.8, and the Parties shall have no further rights, obligations or liability hereunder, except as may be otherwise expressly provided herein. Any Additional Exception which has been disapproved by Buyer pursuant to the preceding sentence shall be considered a Disapproved Exception.
3.2.4 Within five (5) days after (a) the date Seller receives notice of any Disapproved Exception; or (b) the addition of any Additional Exception, if such addition occurs less than ten (10) days prior to the Date of Closing, Seller shall notify Buyer in writing whether Seller intends to cause such Disapproved Exception or Additional Exception to be removed from the Title Commitment or cause the Title Insurer to commit to insure against loss or damage that may be occasioned by such Disapproved Exceptions. Seller shall have ten (10) days (but in no event later than seven [7] days prior to the Date of Closing) from the date of receipt of any notice of disapproval to cause such Disapproved Exceptions or any Additional Exceptions to be removed from the Title Commitment or cause the Title Insurer to commit to insure against loss or damage that may be occasioned by such Disapproved Exceptions. However, Seller shall have no obligation to cause such Disapproved Exceptions to be removed from the Title Commitment or cause the Title Insurer to commit to insure against loss or damage that may be occasioned by such Disapproved Exceptions; provided, however, if Seller does not cause such Disapproved Exception or Additional Exception to be removed from the Title Commitment or cause the Title Insurer to commit to insure against loss or damage that may be occasioned by such Disapproved Exceptions within seven (7) days prior to the Date of Closing, then Buyer may terminate this Agreement, and upon such termination the ▇▇▇▇▇▇▇ Money shall be returned to Buyer, less the amount of all escrow cancellation fees, if any, payable by Buyer pursuant to Section 5.8, and the Parties shall have no further rights, obligations or liability hereunder, except as may be otherwise expressly provided herein.
3.2.5 Unless Seller notifies Buyer within the time period provided in Section 3.2.4 above that Seller has caused such Disapproved Exceptions to be removed from the Title Commitment or caused the Title Insurer to commit to insure against loss or damage that may be occasioned by such Disapproved Exceptions, Seller will conclusively be deemed to have elected not to cause such Disapproved Exceptions to be removed from such Title Commitment or to cause the Title Insurer to commit to insure against loss or damage that may be occasioned by such Disapproved Exceptions. In such event, unless Buyer shall notify Seller by the earlier to occur of (a) 12:00 p.m. on the Date of Closing or (b) within five (5) days after the earlier to occur of (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) expiration of the 10-day cure period provided in Section 3.2.4 above; or (ii) any Survey Objection. In the event date on which Seller does notifies Buyer in writing that Seller shall not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will cause such Disapproved Exceptions to be deemed to have accepted or waived such exceptions to title set forth on removed from the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After cause the Title Objection Date, if the Title Company raises any new exception Insurer to title commit to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he insure against loss or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will damage that may be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered occasioned by such security interests are no longer Disapproved Exceptions, that Buyer has elected to waive the Disapproved Exceptions and complete the acquisition of the Property in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of accordance with this Agreement, is required then this Agreement shall terminate, the ▇▇▇▇▇▇▇ Money shall be returned to be discharged or satisfied Buyer, less the amount of all escrow cancellation fees, if any, payable by Seller, Seller shall not be required Buyer pursuant to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingSection 5.8, and the Title Company either omits the lien Parties shall have no further rights, obligations or liability hereunder, except as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienmay be otherwise expressly provided herein.
(e) No franchise3.2.6 If this Agreement is terminated as provided in this Section 3.2, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or then the ▇▇▇▇▇▇▇ Money with any former owner of the Property, that may be a lien against the Property on the Closing Dateinterest earned thereon pursuant to Section 2.2.2, shall be an objection returned to Buyer, less the amount of all title and escrow cancellation fees, if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvementsany, payable by Buyer pursuant to Section 5.8, and the Parties shall have no further rights, obligations or liability hereunder, except as may be otherwise expressly provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objectionsherein.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Evans & Sutherland Computer Corp)
Title Commitment. A. Within three (a3) Purchaser has ordered a title insurance commitment with respect business days of the Effective Date, Seller shall deliver to the Real Property issued, by the Purchaser:
1. An Owner’s Commitment for Title Company Insurance (the “Title Commitment”) from the Title Company through the Escrow Agent which Title Commitment shall bind the Title Company to issue at Closing an Owner’s Policy of Title Insurance on the standard form of policy prescribed for use in the state where the Real Property is located in the full amount of the Purchase Price, except that (i) the exception as to areas and boundaries may, at the option and sole expense of Purchaser, be limited to “shortages in area”; (ii) the exception relating to restrictive covenants shall be deleted, or modified to reflect any applicable restrictive covenants; and (iii) the exception as to taxes shall be modified to refer to taxes for the year in which the Closing occurs (the “Owner Policy”); and
2. A legible copy of all documents referred to in the Title Commitment, including but not limited to plats, reservations, restrictions, and easements (“Title Documents”).
B. Purchaser may evaluate the status of title as reflected in the Title Commitment, the Title Documents and the survey referenced on Exhibit ”B” (the “Survey”) pursuant to Section 6 below. Any new survey obtained by Purchaser or updates to the existing Survey shall be at Purchaser’s sole cost and expense. On or before March 12, 2014the tenth (10th) business day prior to the last day of the Review Period, Purchaser shall provide will deliver to Seller a listing of those exceptions in the Title Commitment which are not acceptable to Purchaser (an “Objection Letter”). Although Seller may elect in its sole and absolute discretion to cure or attempt to cure any one or more of Purchaser’s objections specified in the Objection Letter, Purchaser acknowledges and agrees that Seller has no obligation to cure any such objections. If Purchaser timely provides an Objection Letter to Seller, Seller shall, within five (5) business days after receipt of such Objection Letter, notify Purchaser which objections, if any, that Seller has elected to cure or cause to be cured before Closing. Failure of Seller to timely provide such notice shall be deemed confirmation that Seller has elected not to cure such objections. If Seller chooses not to cure any of the objections set forth in the Objection Letter then Purchaser shall have the option, to be exercised on or before the expiration of the Review Period, of either (i) terminating this Agreement by giving a written termination notice to Seller, at which time the Escrow Agent shall promptly return the ▇▇▇▇▇▇▇ Money to Purchaser and the parties shall have no further rights or obligations hereunder except as otherwise expressly provided herein, or (ii) waiving the uncured objections by proceeding to Closing and thereby be deemed to have approved Purchaser’s title as shown in the Title Commitment, together with legible copies Title Documents and the Survey, if any, and Agreement of Purchase and Sale 1751891_4 any such uncured objections shall become Permitted Encumbrances (as hereinafter defined) for all purposes hereunder. Failure by Purchaser to respond to Seller by the expiration of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and Review Period shall be deemed Purchaser’s election to have waived its right to object to any Survey Objectionwaive the applicable objection(s), which shall become “Permitted Encumbrances”.
(b) After C. During the Title Objection Dateterm of this Agreement, if Seller shall not cause title to the Real Property to differ materially from the condition of title as approved by Purchaser pursuant to the foregoing. If, after the end of the Review Period through the Closing, the Title Company raises issues an updated Title Commitment that contains any bona fide new exception to title to of the Real PropertyProperty which is not otherwise a Permitted Encumbrance (“New Encumbrance”), Purchaser’s counsel then Purchaser shall have five (5) Business Days business days after he or she receives notice its receipt of such exception updated Title Commitment to object to such New Encumbrance by delivering written notice thereof to Seller (the “New Encumbrance Objection DateLetter”) (or as promptly as possible prior ). If Purchaser timely delivers a New Encumbrance Objection Letter to the Closing if such notice is received with less than Seller, Seller shall, within five (5) Business Days prior business days after its receipt of same, notify Purchaser if Seller has elected to cure or cause to be cured such New Encumbrance before Closing. Failure of Seller to timely provide such notice shall be deemed confirmation that Seller has elected not to cure such New Encumbrance. If Seller chooses not to cure any New Encumbrance specified in the ClosingNew Encumbrance Objection Letter, then Purchaser shall have the option, to be exercised within five (5) business days following Purchaser’s receipt of the Seller’s notice (or deemed notice), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if either (i) terminating this Agreement by giving a written termination notice to Seller, at which time the personal property covered by such security interests are Escrow Agent shall promptly return the ▇▇▇▇▇▇▇ Money to Purchaser and the parties shall have no longer in further rights or on the Real Propertyobligations hereunder except as otherwise expressly provided herein, or (ii) such personal property is waiving the property of a Tenant, and Seller executes and delivers an affidavit uncured objections by proceeding to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as New Encumbrance shall thereafter be a “Permitted Encumbrance”.
D. Zodiac, an exception from the affiliate of C-III Asset Management LLC, is providing title insurance commitment and escrow services under this Agreement. Purchaser certifies that it was not required to use Zodiac and that it was given, but declined, the opportunity to engage an alternative title insurance company or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienescrow agent.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Hartman Short Term Income Properties XX, Inc.)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have Within five (5) Business Days after he or she receives notice days of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Effective Date, Purchaser will be deemed Seller shall cause Escrowee to have accepted deliver the Title Commitment to Purchaser, at Seller’s sole cost and expense. If the Title Commitment discloses 18356204.4 exceptions to title set forth other than the Permitted Title Exceptions, Purchaser shall deliver written notice to Seller on any updates or before expiration of the Inspection Period as defined in Section 11.1, and Seller shall have fourteen (14) days from the date of receipt of such notice to have all such exceptions removed from the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest to provide evidence thereof to Purchaser and penalties thereon, which on the Closing Date are liens against the Real Property and which shall be extended to allow Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objectionremove such exceptions. If on the Closing Date there shall be security interests filed against the Real PropertySeller fails to have all such exceptions removed within such period, such items shall not be Title Objections if Purchaser may elect to (i) terminate this Agreement, in which event the personal property covered by such security interests are no longer in or on the Real PropertyDeposit shall be forthwith returned to Purchaser, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior accept title subject only to the Closing Date Permitted Exceptions and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions those of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by such unpermitted exceptions as the Title Company at Closinghas not removed as aforesaid with the further right (a) to deduct from the Purchase Price amounts secured by any unpermitted lien or encumbrance of a definite or ascertainable amount, and or (b) cause the Title Company either omits the lien as an Insurer to issue its endorsement insuring against damage caused by any such unpermitted exception and deduct from the title insurance commitment or insures against collection thereof from out Purchase Price the cost of the Real Propertypremiums and security provided for said endorsement, and a credit is given to Purchaser for as the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that case may be a lien against the Property on be. On the Closing Date, Seller shall be an objection to title if cause the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, Insurer to issue an owner’s title insurance policy (herein a “Title Policy”) at Seller’s expense and provided further that Seller deposits in accordance with the Title Company a sum of money or a parental guaranty reasonably acceptable Commitment, insuring fee simple title to the Property in the Purchaser, subject only to the Permitted Title Company Exceptions and sufficient such other exceptions as Purchaser may approve pursuant to secure a release clause (ii) above. Seller shall bear the cost of the Property from Title Policy. Purchaser will pay for the lien thereof. If a search cost of any special endorsements to such title discloses judgments, bankruptcies, or other returns against other persons having names insurance policy requested by Purchaser and for the same as or similar to that cost of Seller, Seller will deliver to Purchaser an affidavit stating that extended coverage over such judgments, bankruptcies or other returns do not apply to Seller, and general exceptions in such search results shall not Title Policy which may be deemed Title Objectionsrequired by Purchaser.
Appears in 1 contract
Title Commitment. Seller shall cause the Title Company to deliver to Buyer within five (a5) Purchaser has ordered business days after the Effective Date a current title insurance commitment with respect to the Real Property issued, issued by the Title Company covering the Real Property in the amount of the Purchase Price (the “"Preliminary Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible ") accompanied by copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth in the Preliminary Title Commitment. Buyer shall be solely responsible for negotiating with the Title Company to obtain the deletion of or to obtain affirmative coverage over any such exceptions, and for obtaining such endorsements as Buyer may desire. Buyer shall have until fifteen (15) business days after delivery of the Preliminary Title Commitment and the existing survey described in Section 5(b) below (the "Title and Survey Review Period") to review title and survey and to obtain the agreement of the Title Company with respect to the exceptions to title and endorsements to be issued to Buyer by the Title Company. If Buyer has reached such an agreement with the Title Company upon expiration of the Title and Survey Review Period, the Preliminary Title Commitment in the form agreed to between Buyer and the Title Company shall be the "Approved Title Commitment." If Buyer has not reached such an agreement with the Title Company at the end of the Title Survey Review Period or otherwise approved the condition of title, Buyer may (i) terminate this Agreement and the ▇▇▇▇▇▇▇ Money shall be promptly returned to Buyer or (ii) proceed with the purchase of the Property as set forth in Paragraph 6(g) below (subject to any other applicable contingencies), in which case the Preliminary Title Commitment as it exists at the expiration of the Title and Survey Review Period shall be the "Approved Title Commitment." "Permitted Exceptions" shall mean the following: (x) the title exceptions listed on any updates the Approved Title Commitment, and (y) the standard printed exceptions, except that the exception for taxes shall be modified to read "real property taxes and assessments for 2000 and subsequent years." At the Closing, Seller shall pay that portion of the cost of issuance of a standard owner's policy of title insurance to Buyer (the "Title Policy") attributable to the Title Commitment Policy prior to any negotiations of Buyer for deletion of or affirmative coverage over any such exceptions or for Buyer's endorsements, and Buyer shall pay all costs over and above the basic cost of the Title Policy (including any costs attributable to Buyer's negotiations, the cost of any endorsements Buyer may request and any costs associated with upgrading to an ALTA policy), as Permitted Exceptions.
(c) All taxeswell as the cost of any title insurance premiums and charges resulting from requirements imposed by Buyer's lender, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objectionif any. If on the Closing Date there shall be security interests filed against the Real PropertyDate, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected is subject to any liens, encumbrances or title defects (other than the Permitted Exceptions) which did not arise because of a default by any lien whichSeller hereunder, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, then Seller shall not be required obligated to discharge cure or satisfy the same of record provided the money necessary attempt to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of cure such liendefect.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wellsford Real Properties Inc)
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) days following the Effective Date, Purchaser has ordered shall obtain, at Seller’s sole cost and expense, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12) for a standard form ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price, 2014, Purchaser shall provide to Seller issued by the Escrow Agent on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within ten (10) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, on or prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, and (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment, and (iii) any liens or notices of violation issued by a governmental entity which, if not cured, could reasonably be expected to become a lien on the Property (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and neither party shall not be required to discharge have any further rights or satisfy obligations hereunder other than the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title Commitment. (a) Purchaser has ordered a The Company shall own at Closing good and marketable title insurance commitment with respect to the Real Property issuedsubject only to the “Permitted Encumbrances” (defined below). Within ten (10) Business days following the Effective Date, by Seller shall obtain from the Escrow Company’s National Business Unit at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, at its sole cost and expense, and deliver to Purchaser, a commitment for an ALTA Owner’s Policy of Title Company Insurance (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide ) insuring good and marketable fee simple title to Seller the Title CommitmentProperty, together with legible copies of the title all exceptions listed thereontherein. On or before March 28The Seller’s premium cost of the Owner’s Policy of title insurance shall not exceed the price quoted by the Kansas City, 2014 Missouri office of the Escrow Agent. Purchaser shall have ten (10) days following its receipt of the last of the Title Commitment, legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title and matters shown on the Survey (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title and matters shown on the Survey; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’ receipt of the Title Objection Letter concerning which title and survey objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’ response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title and survey objection in writing and proceed to Closing (in which event such waived title and survey objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement and receive an immediate refund of the ▇▇▇▇▇▇▇ Money. All exceptions set forth in the Title Commitment, including leasehold rights of tenants in possession as tenants only, and matters shown on the Survey which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner reasonably satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise by, through or other title exceptions that Purchaser objects to (“Title Objections”) or under Seller, and (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Monetary Liens which shall be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’ written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions of this Agreementimmediately preceding sentence, is required to the ▇▇▇▇▇▇▇ Money shall be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given returned to Purchaser for and neither party shall have any obligations hereunder other than the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (America First Apartment Investors Inc)
Title Commitment. (a) Purchaser has ordered shall obtain, at Purchaser’s expense, a commitment for an owner's policy of title insurance commitment with respect to the Real Property issued, issued by the Title Company Company, certifying to Purchaser the then status of title to the Property and setting forth all objections or exceptions to title affecting the same (the “Title Commitment”). ) and Purchaser may obtain a current survey of the Property (the "Survey") prepared by a duly licensed surveyor.
(a) On or before March 12, 2014twenty (20) days after the Effective Date, Purchaser shall provide deliver to Seller a true and complete copy of the Title CommitmentCommitment (including, together with legible copies to the extent then available to Purchaser, a copy of each instrument shown as an exception therein) and the title exceptions listed thereon. On or before March 28Survey, 2014 (the “Title Objection Date”)if any, Purchaser shall and may notify Seller in writing, if there are (i) of any monetary liens or other objections to the status of title exceptions that Purchaser objects to the Property and survey matters (“Title Objections”) or (ii) any Survey Objection). In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title All matters set forth on the Title Commitment and Survey as permitted exceptions to which Purchaser does not object or fails to object within said twenty (as accepted or waived by Purchaser, the “Permitted Exceptions”20) day period shall be deemed approved and shall be deemed to have waived its right to object to any Survey Objection“Permitted Encumbrances”.
(b) After the Title Objection DateExcept as to Monetary Objections, if the Title Company raises Seller shall be under no obligation to cure any new exception to title to the Real Propertyor survey objection(s), Purchaser’s counsel shall have other than Monetary Objections. Seller may, within five (5) Business Days after he or she receives receipt of Purchaser’s notice of such exception Title Objections (the “New Objection DateNotice”), deliver to Purchaser written notice (“Cure Notice”) setting forth which of Purchaser’s Title Objections (or as promptly as possible prior excluding Monetary Objections), if any, Seller will endeavor to the Closing if such notice is received with less than cure. If Seller has not given a Cure Notice within five (5) Business Days prior to the Closing)after receipt of Purchaser’s Objection Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will shall be deemed to have accepted the exceptions given notice that it declines to title set forth on any updates to the cure Purchaser’s Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title ObjectionObjections. If Seller declines, or is deemed to have declined, to cure all of Purchaser’s Title Objections (other than Monetary Objections), Purchaser may, as its sole and exclusive remedy, on or before the Closing Date there date that is ten (10) Business Days after Seller’s receipt of Purchaser’s Objection Notice, elect to terminate this Agreement by delivering written notice thereof to Seller, whereupon, the Deposit (or Letter of Credit or the proceeds thereof) shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, returned to Purchaser and Seller executes and delivers an affidavit except with respect to such effect, or the security interest was filed more than five (5) year prior those matters expressly stated to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions survive termination of this Agreement, is required neither party shall have any further liability hereunder. If Purchaser fails to notify Seller that Purchaser has elected to terminate this Agreement within the time periods hereinabove provided, Purchaser’s right to terminate this Agreement pursuant to this Section 10.2(b) on account of Title Objections other than Monetary Objections shall be discharged deemed waived. Notwithstanding anything to the contrary contained herein or satisfied by Sellerelsewhere in this Agreement, Seller shall not be required obligated to discharge cure, satisfy and/or have removed from title to the Property at or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closingbefore Closing all Monetary Objections, and may use the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out cash proceeds of the Real Property, and a credit is given Purchase Price to Purchaser for do so at the recording charges for a satisfaction or discharge of such lienClosing.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust)
Title Commitment. As soon as reasonably possible after opening of escrow, Seller shall cause a preliminary title report for an extended coverage policy (a"Commitment") Purchaser has ordered a title insurance commitment with respect to the Real Property issued, be issued by the Title Company showing the condition of title to the Real Estate. If the Commitment or any amendment thereto discloses exceptions which are objectionable to Purchaser, Purchaser, within fifteen (15) days following the “Title Commitment”). On or before March 12, 2014, date on which Purchaser shall provide to Seller received the Title Commitment, together with legible copies of all items (if available) listed as exceptions in Schedule "B" of such Commitment or within five (5) days after receipt of any amendment to the title exceptions listed thereon. On or before March 28Commitment, 2014 (the “Title Objection Date”), Purchaser shall notify deliver to Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection DatePurchaser's objections, TIME BEING OF THE ESSENCEif any, then Purchaser will be deemed to have accepted or waived such exceptions ("Unpermitted Exceptions"). If Purchaser fails to title set forth on deliver such written notice or objection to Seller within the Title Commitment as permitted exceptions (as accepted or waived by Purchaserapplicable time period, the “Permitted Exceptions”) and Purchaser shall be deemed to have waived its right to object to such Unpermitted Exceptions, which shall thereafter be deemed "Permitted Exceptions." In the event that Purchaser shall so object to any Survey Objection.such Unpermitted Exceptions, Seller shall notify Purchaser within five (5) business days following the date of Purchaser's notice of such objections that either (a) the Unpermitted Exceptions have been, or will be at or prior to Closing, removed from the Commitment or are or will be insured over by the Title Company pursuant to an endorsement to the Commitment and in such event, if reasonably required to allow the parties to prepare for Closing, the Closing Date shall be deferred to a date mutually agreed upon by the parties, or (b) Seller has failed to arrange to have the Unpermitted Exceptions removed or insured over by the Title Company. If Seller does not notify Purchaser that it has arranged to have the Unpermitted Exceptions removed or insured over within said five (5) business day period, Purchaser may elect either:
(a) to terminate this Agreement, in which event the deposit shall be returned to Purchaser as Purchaser's sole remedy hereunder; or
(b) After the Title Objection Dateto take title as it then is, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have which election must be made within five (5) Business Days after he or she receives notice days following expiration of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than said five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, day period in which event:
(1) Purchaser will shall be deemed to have accepted agreed to accept title as it then is without any reduction in the exceptions to title set forth on any updates to Purchase Price;
(2) all Unpermitted Exceptions not removed from the Commitment will thenceforth be deemed Permitted Exceptions; and
(3) this Agreement shall remain in full force and effect. If the Commitment discloses Unpermitted Exceptions, and other than those which the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated Company has agreed to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effectinsure against, or the security interest was filed more than five (5) year prior Seller has agreed to pay or discharge, or Purchaser has agreed to waive, then unless Purchaser agrees to accept title as it then is without reduction of the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien whichPurchase Price, pursuant to the provisions of Seller may, at its option, terminate this Agreement, is required in which event the deposit together with interest accrued thereon shall be returned to be discharged or satisfied by SellerPurchaser as Purchaser's sole remedy under this Agreement. On the Closing Date, Seller shall not cause the Title Company to issue an owner's title insurance policy, or the unconditional commitment of the Title Company to issue such policy (which commitment shall be required to discharge or satisfy deemed made upon the same of record provided the money necessary to satisfy the lien is retained recordation by the Title Company or its agent of the Deed), in the amount of $1,000,000, subject only to the printed exceptions normally contained in such policies and the Permitted Exceptions. The Title Policy shall be standard or extended coverage, at ClosingPurchaser's option; provided, however, if Purchaser elects extended coverage, Purchaser shall be responsible for satisfying, at Purchaser's cost, the Title Company's requirements therefor, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser payment for the recording charges any additional premiums for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on extended coverage. In no event shall the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out extended because of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum Purchaser's election of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objectionsextended coverage.
Appears in 1 contract
Sources: Asset Purchase Agreement (Alanco Environmental Resources Corp)
Title Commitment. (a) Purchaser has ordered Seller shall deliver to Buyer or Buyer’s agent, not less than five days prior to the time of closing, a title commitment for an owner’s title insurance policy issued by a title insurance commitment with respect company licensed to do business in the State of Illinois, in the amount of the purchase price, covering title to the Real Property issuedreal estate on or after the dare hereof, showing title in the intended grantor subject only to (1) the conditions and stipulations and standard or general exceptions contained in the owner’s policy issued by the Title Company that company, (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of 2) the title exceptions listed thereon. On or before March 28set forth above in paragraph 4, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i3) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection which may be removed by the Title Objection Datepayment of money at the time of closing and which the Seller may so remove at that time by using the funds to be paid upon the delivery of the deed. Any title commitment furnished by the Seller hereunder shall be conclusive evidence of good title as therein shown, TIME BEING OF THE ESSENCE, then Purchaser will be deemed subject only to have accepted or waived such exceptions as therein stated. The Seller shall timely file all notices and take all necessary steps to assure the deregistration of the real estate and recording of the deed at closing. If the title commitment discloses exceptions relating to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed other than those referred to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Sellerparagraph, Seller shall have 30 days from the date of the delivery thereof to Buyer to have these exceptions removed from the commitment. If Seller fails to have these exceptions removed within such time, Buyer may terminate this contract or may elect upon notice to Seller within 10 days after the expiration of the 30-day period, to take title as it then is with the right to deduct from the purchase price liens or encumbrances of a definite or ascertainable amount. If Buyer does not be required to discharge or satisfy so elect, this contract shall become null and void without further action of the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closingparties, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, ▇▇▇▇▇▇▇ money shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable returned to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsBuyer.
Appears in 1 contract
Sources: Commercial Sales Contract
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issued, issued by the Commonwealth Land Title Insurance Company under Commitment No. S-04 0425 (the “Title Commitment”). On or before March 12, 2014, that Purchaser shall provide to and Seller have reviewed all of the matters shown on the Title Commitment, together with legible copies and agree that the state of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth shown on the Title Commitment pro forma title policy attached hereto as permitted Exhibit G so long as the Existing Legal Discrepancy is resolved constitutes an acceptable state of title to be conveyed by Seller to Purchaser at Closing and that the exceptions noted thereon constitute Permitted Exceptions (as accepted or waived by Purchasersubject, however, to Purchaser obtaining the “Permitted Exceptions”) Updated Survey and shall be deemed providing the same to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to as required by the pro forma title to policy). By the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception date (the “New Objection Date”) which is five (5) Business Days after Purchaser’s counsel receives notice of any new exception to the title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to Purchaser shall provide Seller with written notice of its objection to such new exception if such exception constitutes Purchaser deems same unacceptable (“Title Objections”). Seller covenants and agrees that neither it nor Seller’s Affiliates shall voluntarily place or allow any defects, objections or exceptions to title to the Property after the date of the Title Commitment without Purchaser’s consent, which consent may be granted or withheld in Purchaser’s sole discretion (a “Voluntary New Title ObjectionDefect”). In the event Seller does not receive notice of such the Title Objection Objections by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions. Exhibit G constitutes a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, at Purchaser’s sole cost and expense, an owner’s policy of title insurance (the “Title Policy”) in the amount of the Purchase Price on the then standard ALTA owner’s form insuring Purchaser’s fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a), all matters shown on the Existing Survey and the exceptions shown on Exhibit G (collectively, the “Permitted Exceptions”) are conclusively deemed to be acceptable to Purchaser.
(cb) All taxes, water rates or charges, sewer rents and assessments, plus interest assessments due and penalties thereon, which payable with respect to 2004 and all previous years on the Closing Date which are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. Notwithstanding the foregoing, to the extent that Tenant is obligated to pay such items under the Leases, such items shall not be adjusted between the parties at Closing or credited against the Purchase Price. If on the Closing Date there shall be financing statements evidencing security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is or fixtures are the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or (ii) the security interest financing statement was filed more than five (5) year years prior to the Closing Date and was not renewed. Any other financing statements filed against the Property which exist on the Closing Date will be removed by Seller.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real PropertyTitle Commitment, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of omits such exception to the Real Property and/or the Improvementstile policy, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser and the Title Company an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsObjections so long as Title Company agrees to omit all such exceptions from the Title Policy.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Mack Cali Realty L P)
Title Commitment. At the Closing, McBiz LP shall deliver or cause to be delivered to Buyer a commitment for issuance of the Title Policy (aas hereinafter defined) Purchaser has ordered a title insurance commitment with respect to be issued to the Real Property issued, Buyer by the American Title Company (the “"Title Commitment”Company"). On or before March 12, 2014, Purchaser shall provide as agent for an underwriter acceptable to Seller the Title CommitmentBuyer, together with legible copies of the any restrictive covenants, easements, and other items listed as title exceptions listed thereontherein (all of the foregoing being herein collectively referred to as the "Title Commitment"). On or before March 28The Title Commitment shall (1) be issued by the Title Company, 2014 (2) describe the “Title Objection Date”Boise Property (which legal description, unless modified by the Survey as described hereinbelow, shall be incorporated in this Agreement and used in all closing documents contemplated hereunder), Purchaser (3) specify Buyer as the prospective named insured, (4) show the portion of the Purchase Price allocable to the Boise Property as the prospective amount of the Owner's Policy, and (5) show the status of title of the Land and all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any) affecting the Boise Property which would appear in an Owner's Policy, if and when issued. With regard to the standard printed exceptions and other exceptions commonly included in title commitments issued in the State of Idaho, the exception for areas and boundaries ("survey exception") shall notify Seller be endorsed in writingthe Title Commitment to provide that the exception shall be amended at Closing to except only to "shortages in area" upon receipt of a survey acceptable to the Title Company; the exception for restrictive covenants in the Title Commitment shall, if there are (i) none, be deleted, or, if there shall be any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In such restrictive covenants affecting the event Seller does not receive written notice Boise Property, shall include an express description by applicable recording data of any Title Objections or Survey Objection by those restrictive covenants affecting the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on Boise Property; the exception for taxes in the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed limited to have waived its right to object to any Survey Objection.
(b) After taxes for the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to year in which the Closing if such notice is received with less than five (5) Business Days occurs and subsequent years and subsequent assessments for prior years due to the Closing), to provide Seller with written notice if such change in land usage and endorsed "not yet due and payable"; any exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to in the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates for parties in possession of the Boise Property or charges, sewer rents improvements thereon shall be deleted; and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests no general exception in the Title Commitment for yet to be filed against the Real Property, materialmen's and mechanic's liens or for visible and apparent easements or roads and highways or similar items (with any such items shall not exception for any such matters to be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenantspecifically referenced to, and Seller executes shown on, the Survey and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected also identified by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the applicable recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.data);
Appears in 1 contract
Title Commitment. Seller shall convey fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, which expense shall not exceed fifteen thousand dollars ($15,000.00), and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”), issued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with copies of all exceptions listed therein. On or before March 12, 2014, Purchaser shall provide to Seller have ten (10) days following its receipt of the Title Commitment, together with legible copies of the title all exceptions listed thereon. On or before March 28therein and the “Survey” (defined below), 2014 to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any title objections in writing and proceed to Closing (in which event such waived title objections shall be deemed to be “Permitted Encumbrances”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the ▇▇▇▇▇▇▇ Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey, and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner reasonably satisfactory to Purchaser (i) any monetary liens Unacceptable Encumbrances that arise in connection with construction of the Improvements or other title exceptions that Purchaser objects otherwise from the actions or failures to (“Title Objections”) or act of Seller, and (ii) any Survey Objectionmortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that arise from the actions or failures to act of Seller (“Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (i) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”ii) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (iii) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions immediately preceding sentence, (a) the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, without the consent or joinder of this Agreement, is Seller being required to and notwithstanding any contrary instructions which might be discharged or satisfied provided by Seller, Seller and (b) neither party shall not have any further obligations hereunder other than the Surviving Obligations. The Title Policy to be required issued to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company Purchaser at Closing, and the Title Company either omits the lien as an exception Closing shall contain affirmative coverage against any mechanic’s liens arising from the title insurance commitment or insures against collection thereof from out Seller’s construction of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the shall satisfy all customary Title Company a sum requirements for the issuance of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Selleraffirmative coverage, and such search results shall not be deemed Title Objectionspay any costs associated therewith.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Growth Trust, Inc.)
Title Commitment. Title to the Property shall be conveyed to Purchaser free from all liens, encumbrances, encroachments and other exceptions to title except (i) the Lease, (ii) matters caused by Purchaser or the activities of Purchaser or its agents, employees, consultants, contractors and representatives on the Property, (iii) real estate taxes, sewer rents and taxes, water rates and charges, vault charges and taxes, business improvement district taxes and assessments and any other governmental taxes, charges or assessments levied or assessed against the Property, including any so-called payments in lieu of taxes, in each case which are a lien but not yet due and payable, subject to proration in accordance with Section 6.3 below, (iv) the matters listed in Exhibit B attached hereto and made a part hereof, (v) applicable zoning and building ordinances and land use regulations and any and all other present and future laws, rules, regulations, statutes, ordinances, orders or other legal requirements affecting the Property, and (vi) those matters which are deemed to be Permitted Exceptions pursuant to Section 4.1(a) below (the matters in clauses (i) through (vi) of this Section 4.1 collectively referred to as the “Permitted Exceptions”). For the avoidance of doubt, Seller shall only be required to deliver a title affidavit in the form attached hereto as Exhibit K and any notation to Exhibit B that a matter will be omitted upon the Title Company’s receipt of a title affidavit shall not affect Seller’s obligations hereunder. In the event that any such matter is not omitted, such matter shall be deemed a Permitted Exception.
(a) Seller delivered to Purchaser has ordered an existing survey within Seller’s possession (the “Existing Survey”) and caused TitleVest Agency, LLC, with underwriting through First American Title Insurance Company (the “Title Company”) to deliver to Purchaser a preliminary title insurance commitment with respect to report covering the Real Property issuedLand having the latest revision date of June 10, by the Title Company 2016, denoted as “Agent’s File No. 159772-00 - Colonnade” (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of all instruments reflected as exceptions set forth therein. Purchaser had its surveyor, Ray & ▇▇▇▇▇▇▇▇▇, P.C., prepare and deliver to Purchaser, the title exceptions listed thereon. On or before March 28Title Company and Seller a new ALTA survey thereof having the revision date of June 15, 2014 2016 (collectively with any Existing Survey, the “Survey”). All exceptions contained in Schedule B Part II of the Title Objection DateCommitment, other than those marked as “omit”, and any matter shown on the Survey shall be deemed a Permitted Exception. With respect to any title matters first arising after the date of the Title Commitment and prior to the Closing which materially and adversely affect the value or operation of the Property, other than any of the Permitted Exceptions (to which Purchaser shall have no right to object), Purchaser shall notify Seller in writing, if there are have until the earlier of (i) any monetary liens or other title exceptions that Purchaser objects to three (“Title Objections”3) business days after Purchaser’s actual knowledge of such matters or (ii) the Closing Date to notify Seller in writing of Purchaser’s objection thereto (the “Purchaser’s Objections”). In the event Purchaser shall timely notify Seller of any Survey ObjectionPurchaser’s Objections, Seller shall have the right, but not the obligation, to cure such Purchaser’s Objections in its sole and absolute discretion. Within three (3) business days after receipt of Purchaser’s notice of Purchaser’s Objections (with the Closing Date automatically extended, if necessary, to allow for such response period) Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such Purchaser’s Objections. Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to cure such Purchaser’s Objections. If Seller elects or is deemed to have elected not to cure any Purchaser’s Objections specified in Purchaser’s notice, Purchaser shall have the following options, to be given by written notice to Seller within two (2) business days after Purchaser’s receipt of Seller’s notice electing not to cure such objection(s) (or, if Seller fails to deliver such notice, within two (2) business days after the day on which Seller was required to deliver such notice): (i) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matters objected to by Purchaser which Seller has elected, or is deemed to have elected, not to cure (which such matter(s) shall thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, or (ii) to terminate this Agreement by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Downpayment and all interest thereon shall be immediately returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for those obligations which expressly survive the Closing or earlier termination of this Agreement (collectively, the “Surviving Obligations”). In the event Seller elects to cure any Purchaser’s Objections, this Agreement shall remain in full force and effect, and if Seller does not receive written notice of eliminate any Title Objections or Survey Purchaser’s Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions Scheduled Closing Date (as accepted or defined in Section 6.1(a) of this Agreement), as the same may be adjourned as expressly provided herein, unless the same is waived by Purchaser, Seller may adjourn the “Closing for a period or periods not to exceed thirty (30) days in order to attempt to eliminate such exception. In addition, if Seller fails prior to Closing (as it may be extended pursuant to the terms hereof) to cure or satisfy any Purchaser’s Objections that Seller has elected, or is required hereunder, to cure or satisfy, then Purchaser may: (a) accept a conveyance of the Property subject to the Permitted Exceptions”) and , specifically including such Purchaser’s Objections which Seller has failed to cure or satisfy (which such Purchaser’s Objections shall thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, or (b) terminate this Agreement by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate, the Downpayment and all interest thereon shall be immediately returned to Purchaser. Notwithstanding the foregoing, Seller will at its expense cause the Title Company to omit from the Policy, the following items (collectively, “Mandatory Liens”) by the Closing: (i) all mortgages that Seller has granted and that are recorded against the Property; (ii) liens or encumbrances voluntarily created by Seller after the Effective Date of this Agreement; and (iii) mechanics’, materialmans’ and other similar statutory liens arising from work performed by or on behalf of, or materials supplied to, Seller (as opposed to Tenant), in connection with the Property. Notwithstanding the foregoing, in no event shall a Mandatory Lien constitute a Permitted Exception and Purchaser shall have waived its right no obligation to object to any Survey ObjectionMandatory Lien.
(b) After If Seller shall adjourn the Title Objection Closing Date in order to cure Purchaser’s Objections in accordance with the provisions of this Section 4.1, Seller shall, upon the satisfactory cure thereof, promptly reschedule the Closing Date, if the Title Company raises any new exception upon written notice to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception Purchaser (the “New Objection Closing Notice”); it being agreed, however, that if any matters which are Purchaser’s Objections arise between the date the New Closing Notice is given and the rescheduled Closing Date”) (or as promptly as possible prior to , Seller may again adjourn the Closing if for an additional period or periods, not to exceed thirty (30) days in the aggregate, in order to attempt to cause such notice is received with less than five (5) Business Days prior Purchaser’s Objections to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptionseliminated.
(c) All taxesIn lieu of satisfying any liens or encumbrances (including Mandatory Liens) required to be satisfied under this Agreement, water rates Seller may, at its option, either deposit with the Title Company such sum of money or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject deliver to the provision for apportionment of taxes, water rates Title Company such affidavits and sewer rents herein contained) and shall not certificates as may be deemed a determined by the Title Objection. If on Company as being sufficient to induce the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a TenantCompany to, and provided the Title Company does, omit such liens or encumbrances from Purchaser’s title policy or affirmatively insure Purchaser (without additional charge or premium to Purchaser) against collection of liens and/or encumbrances required to be eliminated by Seller executes and delivers an affidavit to such effect, out of or the security interest was filed more than five (5) year prior against Purchaser’s title to the Closing Date Land and was not renewedthe Improvements.
(d) If on In addition, in lieu of satisfying any of the Closing Date the Real Property shall liens or encumbrances required to be affected by any lien which, pursuant to the provisions of satisfied under this Agreement, Seller may direct Purchaser to apply a portion of the Purchase Price to the satisfaction of such liens and encumbrances, provided that Seller shall, at the Closing, deliver to the Title Company instruments in recordable form sufficient to discharge such liens or encumbrances of record, together with the cost of recording or filing any such instruments. If request is made by Seller prior to the Closing, Purchaser, at the Closing, shall provide Seller with separate unendorsed certified or bank checks payable as directed by Seller and/or (as required by Seller) shall wire transfer immediately available federal funds for credit to be discharged or satisfied such bank account(s) as designated by Seller, Seller shall in an aggregate amount not be required to discharge or satisfy exceed the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out balance of the Real PropertyPurchase Price, and a credit is given as adjusted, to Purchaser for facilitate the recording charges for a satisfaction or discharge of any such lienliens or encumbrances.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if If the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title Commitment discloses judgments, bankruptcies, bankruptcies or other returns against other persons having names the same as as, or similar to to, that of Seller, Seller will Seller, on request, shall deliver to Purchaser an affidavit stating the Title Company affidavits showing that such judgments, bankruptcies or other returns do are not apply against Seller.
(f) Notwithstanding anything else contained herein to Sellerthe contrary, Permitted Exceptions shall include (i) any liens which encumber the leasehold estate of Tenant, (ii) all financing statements for the benefit of a vendor or supplier of Tenant’s equipment or personal property, and such search results shall not be deemed Title Objections(iii) all liens or other encumbrances which are the responsibility of Tenant under its Lease.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (adefined below). Within five (5) Purchaser has ordered days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”). On or before March 12, 2014issued by ▇▇▇▇ ▇▇▇▇▇▇▇▇, Purchaser shall provide to Seller P.A. (the “Title Agent”) on behalf of the Title CommitmentCompany, insuring good and marketable fee simple title to the Property, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have ten (10) days following its receipt of the Title Commitment, 2014 legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, Purchaser but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Seller Purchaser in writingwriting within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if there are (i) any monetary liens or other title exceptions that Purchaser objects any, Seller has agreed to (“Title Objections”) or (ii) any Survey Objectioncure. In the event that Seller does not receive written notice undertake to cure all of any Title Objections or Survey Objection by the objections in the Title Objection Date, TIME BEING OF THE ESSENCELetter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser will be deemed shall have the right for five (5) days after receipt of Seller’s response to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions Objection Letter (as accepted or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived by Purchaser, the “Permitted Exceptions”) and title objection shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Datebe a “Permitted Encumbrance”, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closingdefined below), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is terminate this Agreement upon written notice to Seller and receive an immediate refund of the property ▇▇▇▇▇▇▇ Money, without the consent or joinder of a Tenant, Seller being required and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall notwithstanding any contrary instructions which might be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied provided by Seller, Seller in which event neither party hereto shall not be required to discharge or satisfy have any further obligations under this Agreement except for the same Surviving Obligations. All exceptions set forth in Schedule B of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingCommitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), and exclusive of preprinted exceptions, are herein collectively called the Title Company either omits “Permitted Encumbrances”. In the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or event that any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable update to the Title Company and sufficient Commitment or Survey, including any update to secure a release the Title Commitment or Survey following “Substantial Completion of the Property from Work” and/or “Completion of the lien thereof. If a search Work” (as defined in Section 5.7 below), indicates the existence of title discloses judgmentsany liens, bankruptcies, encumbrances or other returns against other persons having names defects or exceptions (the same as “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or similar Survey and that are unacceptable to Purchaser, in its reasonable discretion such that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.the Unacceptable Encumbrances
Appears in 1 contract
Sources: Purchase and Sale Agreement (Strategic Storage Trust IV, Inc.)
Title Commitment. 1. No more than thirty (a30) Purchaser has ordered days after the Effective Date of this Agreement as set forth below, Seller shall have furnished to Purchaser, at Seller's expense, a current ALTA 1992 Form B standard commitment for an owner's policy of title insurance commitment with respect to (the Real Property issued"Title Commitment"), issued by the Title Company, under which the Title Company shall agree to insure, in the name of Purchaser and in the amount of the Purchase Price, fee simple title to the Property upon delivery of Seller's aforesaid deed to Purchaser. The Property shall be subject only to current general real estate taxes, special assessments and special service area assessments not yet delinquent, to those exceptions set forth on Exhibit B to the Ground Lease, and to covenants, conditions, restrictions, easements and encumbrances of record occurring by or through Purchaser (collectively, the “"Permitted Exceptions"). In addition, Seller shall cause the Title Company to issue endorsements in said Title Commitment covering the following:
A. an access endorsement insuring that there is direct and unencumbered access for automobiles and commercial vehicles to and from the Property to physically open streets;
B. contiguity of all parcels comprising the Property and contiguity of the Property to physically open streets. At or prior to the delivery of the Title Commitment”). On , Seller shall also deliver or before March 12, 2014, cause to be delivered to Purchaser shall provide to Seller copies of all documents of record reflected as exceptions in the Title Commitment, together with legible copies of any other easements, covenants or agreements benefiting or affecting the title exceptions listed thereonProperty, whether or not of record, of which Seller has knowledge or control. On or before March 28Within thirty (30) days after receipt by Purchaser of the Title Commitment, 2014 (the “Title Objection Date”)documentation described in the previous sentence, and the Survey described in Section VI(a)(2) below, Purchaser shall notify advise Seller of any defect or objection thereto. Seller shall then have thirty (30) days from the date of Purchaser's objection to correct or satisfy all defects or objections, and if such defects and objections are not, in writingthe reasonable opinion of Purchaser, satisfied within such time, or if there any defects or objections arise after the date hereof and are not corrected or satisfied within said thirty (i30) any monetary day period, then Purchaser, at its option, may elect to terminate this Agreement without liability to Seller by written notice to Seller, in which case, notwithstanding anything contained herein to the contrary, the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned to Purchaser, or Purchaser may elect to proceed to Closing and take as a credit against the Purchase Price the actual or reasonably estimated cost of curing defects or objections of a definite or ascertainable amount. Seller shall use commercially reasonable efforts to cure such objections or defects but shall not be obligated to spend more than $25,000.00 in the aggregate to do so (except in the case of liens securing indebtedness of Seller, which Seller covenants to have released at or other title exceptions that Purchaser objects prior 4 to (“Title Objections”) or (ii) any Survey ObjectionClosing without regard to such $25,000.00 cost limitation). In Notwithstanding anything contained herein to the contrary, in the event Seller does not receive written notice of any Title Objections such defect or Survey Objection objection is a lien for a liquidated sum that can be satisfied by the Title Objection Datepayment of money but is not so satisfied at or prior to Closing, TIME BEING OF THE ESSENCEor shall be created by the affirmative act of Seller after the Effective Date of this Agreement, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived a default by Purchaser, the “Permitted Exceptions”) and Seller shall be deemed to have waived its right to object to any Survey Objectionoccurred hereunder.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered a Seller shall convey good and indefeasible title insurance commitment with respect to the Real Property issuedto Purchaser at Closing, subject only to the “Permitted Encumbrances” (as defined below). During the Inspection Period, Purchaser shall request and obtain from Title Company a commitment for a standard Owner's Policy of Title Insurance issued by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide insuring good and indefeasible fee simple title to Seller the Title CommitmentLand, together with legible copies of the title all exceptions listed thereontherein. On or before March 28Purchaser shall have until December 15, 2014 2010 to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection DateLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation (hereby confirmed) to remove all “Mortgages” and “Monetary Liens” (each as defined below) by Closing, as further described in Section 4.1.3(b) below, whether or not Purchaser objects thereto. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be delivered to Purchaser upon written notice to Seller and Escrow Agent, and neither party shall have any further obligation hereunder except for the Surviving Obligations. All exceptions set forth in the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”.
(b) In the event that any update to the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, in its reasonable discretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment notify Seller in writingwriting of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, if there are Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging (i) any monetary liens or other title exceptions Unacceptable Encumbrances that Purchaser objects to (“Title Objections”) or arise as a result of Seller’s intentional acts, (ii) any Survey Objectionmortgages or deeds to secure debt that appear on the Title Commitment (the “Mortgages”), and (iii) all mechanics, judgment, tax and other monetary liens and encumbrances of liquidated amounts (excluding, however, current, non-delinquent taxes and assessments) affecting the Property which were voluntarily caused or created by, through or under Seller (collectively, the “Monetary Liens”). In the event Seller does not receive written is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser (other than the Unacceptable Encumbrances, Mortgages and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice of any Title Objections or Survey Objection thereof in writing to Seller by the Title Objection earliest to occur of (x) the Closing Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”y) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days days after he Seller’s written notice to Purchaser of Seller’s intent to not cure one or she receives notice more of such exception Unacceptable Encumbrances, or (z) ten (10) days after the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Unacceptable Encumbrance Notice, to provide Seller with written notice if such exception constitutes a Title Objection. In in the event Seller does not receive notice timely respond thereto. Upon a termination of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, this Agreement pursuant to the provisions of this Agreementimmediately preceding sentence, is required upon prior written notice to Seller and Escrow Agent, the ▇▇▇▇▇▇▇ Money shall be discharged or satisfied by Seller, Seller shall not be required delivered to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at ClosingPurchaser, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser neither party shall have any further obligation hereunder except for the recording charges for a satisfaction or discharge of such lienSurviving Obligations.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Preferred Apartment Communities Inc)
Title Commitment. (a) Purchaser has ordered a acknowledges receipt of that certain title insurance commitment with respect to the Real Property issued, issued by the First American Title Insurance Company (the “Title Commitment”)of New York under Commitment No. On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, 135-NJ-29480-1 together with legible copies of the title exceptions listed thereon, that Purchaser has reviewed and accepted all matters shown therein, other than the requirements set forth at Schedule B-Section I h. and n. therein, and the items set forth at Schedule B-Section II items 1-7 and 9 therein, and that such matters constitute Permitted Exceptions. On or before March 28, 2014 By the date (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i"NEW OBJECTION DATE") any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have which is five (5) Business Days after he or she Purchaser's counsel receives a new title commitment from the Title Company (the "TITLE COMMITMENT"), Purchaser shall provide Seller with written notice of any objections raised in such Title Commitment which are not Permitted Exceptions and which Purchaser deems unacceptable ("TITLE OBJECTIONS"). If Purchaser's counsel receives notice of such any new objection or exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing)Scheduled Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to provide have five (5) Business Days to review said new objection or exception and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with written notice if such exception constitutes a Title Objectionrespect to Seller's right to cure same. In the event Seller does not receive notice of such the Title Objection Objections by the New Objection Date, Purchaser will be deemed to have accepted as Permitted Exceptions the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptionsand any updates thereto. Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or Title Commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, at Purchaser's sole cost and expense an owner's policy of title insurance (the "TITLE POLICY") in the amount of the Purchase Price on the then standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a), all matters shown on the Existing Survey and the exceptions shown on EXHIBIT G (collectively, the "PERMITTED EXCEPTIONS") are conclusively deemed to be acceptable to Purchaser.
(cb) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, or the security interest has expired under applicable law. If the personal property is no longer in or on the Real Property or is the property of a Tenant, Seller shall execute and Seller executes and delivers deliver an affidavit to such effect, which affidavit shall include an indemnification in favor of Purchaser and the Title Company against any loss, cost or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedexpense related thereto if Seller's affidavit is incorrect.
(dc) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Propertycommitment, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(ed) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof omits the lien as an exception from or out of the Real Property and/or the Improvements, title insurance commitment and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
(e) In the event that the Title Company is not prepared to insure title to the Real Property in the manner provided in this Agreement and Seller is able to obtain a commitment from one or more of First American Title Insurance Company of New York, Chicago Title Insurance Company, Commonwealth Land Title Insurance Company or Lawyer's Title Insurance Company to insure title in the manner required in this Agreement, Seller shall be entitled to cause any one or more of such companies to so insure Purchaser's title.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Mack Cali Realty Corp)
Title Commitment. Within fifteen (a15) Purchaser has ordered days of the Effective Date, Seller will cause to be delivered to Buyer a title insurance commitment with respect to the Real Property issued, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller ) from the Title Commitment, together with legible Company committing to issue to Buyer a standard coverage owners policy of title insurance in the amount of the Purchase Price and copies of all documents listed on Schedule B to the title Title Commitment as exceptions listed thereonto coverage. On or before March 28, 2014 Buyer will have fifteen (15) days from receipt of the Title Commitment (“Title Objection DateReview Period”), Purchaser shall ) to notify Seller in writing, if there are (i) writing of any monetary liens or other title exceptions that Purchaser objects to objections (“Title Objections”) or (ii) any Survey Objectionto title as revealed in the Title Commitment, which writing will set forth the specific basis for Buyer’s objection(s). In the event If Buyer fails to notify Seller does not receive written notice of any Title Objections or Survey Objection by prior to the expiration of the Title Objection Date, TIME BEING OF THE ESSENCEReview Period, then Purchaser Buyer will be deemed to be satisfied with the condition of title and to have waived all Title Objections. If Buyer does deliver written notice of its Title Objections within the Title Review Period, Buyer will be deemed to have accepted or waived such exceptions any objections to title set forth matters shown on the Title Commitment as permitted exceptions (as accepted or waived and not objected to in Buyer’s notice of Title Objections. As to those Title Objections raised by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After Buyer during the Title Objection DateReview Period, if Seller notifies Buyer that Seller for any reason in Seller’s sole and absolute discretion declines or is unable to cure or obtain insurance over the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days Objections prior to the Closing), to provide Buyer will, at Buyer’s sole option: (a) notify Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year writing prior to the Closing Date and was not renewed.
(d) If on expiration of the Closing Date the Real Property shall be affected by any lien which, pursuant Due Diligence Period that Buyer elects to the provisions of terminate this Agreement, is required in which event this Agreement will terminate and the E▇▇▇▇▇▇ Money Deposit will be returned to be discharged Buyer and neither Party will have any further rights, liabilities or satisfied by Sellerother obligations under this Agreement, Seller shall not be required except with respect to discharge those matters intended to survive termination; or satisfy the same of record provided the money necessary to satisfy the lien is retained by (b) waive the Title Company at Objections and proceed to Closing, and . Notwithstanding the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Sellerforegoing, Seller will deliver cause to Purchaser an affidavit stating that such judgmentsbe removed from title to the Property any recorded deeds of trust, bankruptcies mechanics’ or other returns do not apply to Sellermaterialmen’s liens, and such search results shall not be deemed Title Objectionsdelinquent tax liens or judgment liens.
Appears in 1 contract
Sources: Real Property Purchase and Sale Agreement (Tonix Pharmaceuticals Holding Corp.)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect hereby acknowledges its receipt of the Title Commitment. Purchaser shall deliver written notice to the Real Property issued, by Seller and the Title Company on or before the expiration of three (3) Business Days after the receipt of the New Survey (such notice being called the “Title CommitmentObjection Notice”). On or before March 12, 2014, Purchaser shall provide ) if the condition of title to Seller the Property as set forth in the Title CommitmentCommitment is not satisfactory. In the event Purchaser states in the Objection Notice that the condition of title to the Property is not satisfactory, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 Seller may (the “Title Objection Date”but shall not be obligated to), Purchaser shall notify Seller at Seller’s sole cost and expense, undertake to eliminate or modify all unacceptable matters described in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects the Objection Notice to (“Title Objections”) or (ii) any Survey Objectionthe reasonable satisfaction of Purchaser. In the event Seller does has not receive satisfied (or elected to satisfy by Closing) such objections between the date Seller receives the Objection Notice and 5:00 p.m. Dallas, Texas time one (1) Business Day before the expiration of the Inspection Period (such period being called the “Cure Period”), Purchaser may, at its option and as its sole remedy, either (a) accept title to the Property subject to the objections raised by Purchaser, without an adjustment in the Purchase Price, in which event such objections shall be deemed to be waived for all purposes, or (b) terminate this Agreement by written notice delivered to the Title Company and Seller prior to 5:00 p.m. Dallas, Texas time on the final day of any Title Objections or Survey Objection the Inspection Period, in which event the Escrow Deposit shall be delivered to Seller by the Title Objection DateCompany and this Agreement shall be of no further force or effect. Notwithstanding the foregoing, TIME BEING OF THE ESSENCEif Seller fails to cure any Monetary Lien or if Purchaser terminates this Agreement pursuant to Section 1.04(f), then the Escrow Deposit shall be refunded to Purchaser will be deemed to have accepted or waived such exceptions to title set forth on by the Title Commitment as permitted exceptions (as accepted or waived Company. If Seller has not responded to Purchaser’s Objection Notice by Purchaserthe end of the Cure Period, the “Permitted Exceptions”) and Seller shall be deemed to have waived its right given notice that it does not intend to object to cure any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, of Purchaser’s counsel objections. If Purchaser shall have five fail to deliver the Objection Notice upon the earlier to occur of (5i) no later than three (3) Business Days after he or she receives notice receipt of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real PropertySurvey, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date expiration of the Inspection Period, Purchaser shall be conclusively deemed to have approved the condition of the title to the Property as set forth in the Title Commitment and was not renewed.
(d) If on the Closing Date the Real Property New Survey, and all matters set forth therein shall be affected by any lien whichincluded within the Permitted Exceptions (as hereinafter defined). Notwithstanding the foregoing, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller at its cost, shall not be required obligated to discharge cure or satisfy the same of record provided the money necessary to satisfy the lien is retained remove by the Title Company at Closing, the following: all mortgages and the Title Company either omits the lien as an exception from the title insurance commitment or insures deeds of trust against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien mechanics’ and materialmens’ liens and all other liens against the Property on the Closing Dateof a liquidated amount, shall be an objection to title if the Title Company insures against collection thereof from including any interest, penalties and fees associated therewith arising by, through or out of the Real Property and/or the Improvements, and provided further that under Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections(collectively “Monetary Liens”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Resource Apartment REIT III, Inc.)
Title Commitment. (a) Purchaser has ordered a title insurance commitment with respect At Closing, Seller shall convey good and indefeasible fee title, and Buyer shall accept fee title, to the Real Property issuedProperty, subject only to the “Permitted Encumbrances” (defined below). Within ten (10) days following the Effective Date, Buyer shall obtain a commitment for an ALTA 2006 Form of Owner’s Policy of Title Insurance with extended coverage to be issued by the Title Company in the amount of the Purchase Price, naming Buyer as the insured and insuring good and indefeasible fee simple title to the Property, together with legible copies of all exceptions listed therein (the “Title Commitment”). On or before March 12Buyer shall have until 6 pm MDT on April 15, 2014, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 2019 (the “Title Objection DateDeadline”) to deliver to Seller written notice of Buyer’s objections to matters disclosed in the Title Commitment and the Survey (“Title Objection Letter”). Seller shall have the right, Purchaser but not the obligation, to cure Buyer’s objections to title and the Survey; subject, however, to Seller’s obligation to remove all Seller Removal Items (as defined below) by Closing without any requirement for Buyer to object to the same. Seller shall notify Seller Buyer in writingwriting within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title and Survey objections, if there are any, Seller has agreed to cure. If Seller does not undertake to cure all of the objections in the Title Objection Letter to Buyer’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Buyer shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any monetary liens or other such objection in writing and proceed to Closing (in which event such waived title exceptions that Purchaser objects objection shall be deemed to (be a “Title Objections”) Permitted Encumbrance,” as defined below), or (ii) any Survey Objectionterminate this Agreement and receive an immediate refund of the ▇▇▇▇▇▇▇ Money. In the event Seller does not receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such All exceptions to title set forth on in the Title Commitment as permitted exceptions and on the Survey which are not objected to by Buyer in Buyer’s Title Objection Letter (as accepted or waived by Purchaser, the excluding any Seller Removal Items) are herein collectively called “Permitted ExceptionsEncumbrances.”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After If any update to the Title Objection DateCommitment or Survey indicates the existence of any liens, if encumbrances or other defects or exceptions (“New Title Exception”) which were not shown in the initial Title Company raises any new exception Commitment or Survey and that are unacceptable to title to the Real PropertyBuyer, Purchaser’s counsel Buyer shall have within five (5) Business Days days after he or she receives notice receipt of any such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates update to the Title Commitment as Permitted Exceptionsor Survey notify Seller in writing of its objection to any such New Title Exception (“Updated Title Objection Letter”). Resolution of the Updated Title Objection Letter will be treated with the same notice and response processes and those remedies available for resolution of the Title Objection Letter objections found in Section 4.3(a).
(c) All taxesBuyer shall reasonably cooperate with Seller, water rates at no additional cost or chargesexpense to Buyer and without material disruption to the Property’s operations, sewer rents and assessments, plus interest and penalties thereon, which on to a limited drainage easement over specified portions of the Closing Date are liens against the Real Property and which assuming that such easement would not overburden the Property’s existing drainage facilities (the “Drainage Easement”). Buyer acknowledges that Seller is obligated has delivered to pay and discharge will be credited against Buyer a draft of the Purchase Price (subject Drainage Easement prior to the provision for apportionment Effective Date and Buyer and Seller agree to negotiate to finalize and approve the Drainage Easement prior to the Title Objection Deadline. Once finalized and approved, Buyer shall record the Drainage Easement in the real property records of taxes, water rates Palm Beach County and sewer rents herein contained) and the Drainage Easement shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewedPermitted Encumbrance.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Cottonwood Communities, Inc.)
Title Commitment. (a) Purchaser has ordered Buyer, at Buyer’s cost, shall have the right to obtain an ALTA Form B Owner's Title Insurance Commitment covering the Property issued by a reputable title insurance commitment company pursuant to which the title company agrees to issue to Buyer, at Closing, an owner's policy of title insurance in the amount of the Purchase Price, consistent with the Commitment. If Buyer shall have any objection(s) with respect to the Real status of title to the Property issuedas reflected in the Commitment which render title unmarketable or which would interfere with Buyer’s intended use of the Property, by Buyer must notify Seller of such objections on or before thirty (30) days from the Title Company Effective Date of this Contract (the “"Buyer’s Title Commitment”Objection Notice"). On or before March 12Any matters shown in the Commitment to which Buyer does not timely object, 2014except as otherwise provided herein, Purchaser shall provide to Seller the Title Commitment, together with legible copies of the title exceptions listed thereon. On or before March 28, 2014 (the “Title Objection Date”), Purchaser shall notify Seller in writing, if there are (i) any monetary liens or other title exceptions that Purchaser objects to (“Title Objections”) or (ii) any Survey Objectionbe deemed "Permitted Encumbrances". In the event the Commitment reflects any defect or title condition to which Buyer timely objects, then Seller does not receive written notice shall be required to use its commercially reasonable efforts to cause all such defects and title conditions to be cured no later than the date which is sixty (60) days following receipt of any Title Objections or Survey Objection by the Buyer's Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Notice ("Seller's Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the ClosingCure Period"), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, it being understood that Seller shall not be required obligated to discharge institute litigation in connection with same. Notwithstanding anything to the contrary contained in this Contract, Buyer need not object to and Seller shall, on or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on before the Closing Date, shall be an objection to title if the Title Company insures remove or satisfy (1) judgments against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results (2) other monetary liens (including any mortgages, deeds of trust, mechanic’s, materialmen’s or vendor’s liens with respect to the Property and any real estate tax liens (including improvement district and special taxing district liens) other than liens for ad valorem taxes and assessments not yet due and payable (collectively, “Monetary Liens”), none of which shall not be deemed Title ObjectionsPermitted Encumbrances.
Appears in 1 contract
Title Commitment. (a) Purchaser has ordered Seller shall cause Escrow Agent to issue and deliver to Buyer a title insurance commitment with respect to the Real Property issued, by pursuant to which the Title Company commits to issue an owner’s policy of title insurance with respect to the Property, and to provide legible copies of all instruments referred to in the title commitment (collectively, the “Title Report”). Seller shall also deliver to Buyer the most recent “as built’ survey in Seller’s possession (the “Survey”). Buyer shall have seven (7) days after receipt of the last of the Title Report and the Survey to review and to object in writing to any easements, liens, encumbrances or other exceptions or requirements in the Title Report and Survey (the “Title CommitmentObjections”). On or before March 12If Buyer fails to object within the time specified, 2014, Purchaser shall provide then the condition of title to Seller the Property reflected on the Title CommitmentReport and Survey will be deemed approved, together with legible copies and all exceptions to title noted thereon shall be Permitted Exceptions. If Buyer makes Title Objections, all matters shown on the Title Report and Survey to which Buyer does not object shall be deemed Permitted Exceptions. If the Title Objections are made within the time specified, Seller may (but is not obligated to) attempt to eliminate, or advise Buyer if it will attempt to eliminate, the matters covered by the Title Objections within five (5) days after receipt of the title exceptions listed thereon. On or before March 28, 2014 Title Objections (the “Title Objection Seller Response Date”). If Seller responds by the Seller Response Date that it is unable or unwilling to eliminate the matters covered by the Title Objections, Purchaser or Seller does not respond to the Title Objections by such date, Buyer, within five (5) days after the Seller Response Date, shall notify Seller in writing, if there are either (i) any monetary liens waive the Title Objections that Seller was unable or other title exceptions that Purchaser objects unwilling (or deemed to (“Title Objections”be unable or willing by not responding) to cure or (ii) any Survey Objectionterminate this Agreement (such termination resulting in the return of the ▇▇▇▇▇▇▇ Money Deposit as provided in Section 4 of this Agreement). In the event Seller If Buyer does not receive written notice so terminate this Agreement within five (5) days of any Title Objections or Survey Objection by the Title Objection Seller Response Date, TIME BEING OF THE ESSENCE, then Purchaser Buyer will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Exceptions those Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money has not cured or a parental guaranty reasonably acceptable agreed in writing to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objectionscure.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Resource Real Estate Opportunity REIT, Inc.)
Title Commitment. (a) Purchaser has ordered Objections. Seller shall obtain from the Title Company a current title insurance commitment with respect to for the Real Property issued, by the Title Company (the “"Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title Commitment, ") together with legible copies of the any restrictive covenants, easements, and other items listed as title exceptions listed thereon. On or before March 28, 2014 therein to issue an ALTA Form B Owner's Policy of Title Insurance (the “"Title Objection Policy") for the Property. Within five (5) business days after the Effective Date”, Seller shall provide to Purchaser, to the extent same are in Seller's possession, copies of the following: (a) any title commitments or title policies concerning the Property, including the Title Commitment, (b) a current survey of the Property showing all Improvements thereon (the "Survey") and (c) a current rent roll reflecting all Leases that affect the Property. Within fifteen (15) business days after the receipt of items (a) through (c) referred to in the immediately preceding sentence (the "Title Review Period"), Purchaser shall give written notice (the "Objection Notice") to Seller of any item affecting the title or the Survey to which Purchaser objects (the "Objections") separately specifying and setting forth each such Objection, and Seller shall notify Purchaser within five (5) business days after its receipt of Purchaser's written notice of Seller's intent to not cure one or more of the Objections ("Seller's Notice"). Seller shall then cure on or before Closing all Objections except those set forth in Seller's Notice. Seller shall pay or bond over any mechanic's liens, real estate and personal property taxes and unpaid bills with respect to the Property incurred or arising with respect to periods prior to Closing. If Purchaser gives Seller an Objection Notice within the Title Review Period, then all matters disclosed in the Title Commitment which are not objected to in such Objection Notice shall be deemed to be Permitted Encumbrances. If Purchaser fails to give Seller an Objection Notice within the period set forth above, then all matters disclosed in the Title Commitment shall be deemed to be Permitted Encumbrances. Purchaser may issue an Objection Notice with respect to any new matters first reflected in any update of the Title Commitment or Survey, so long as it is given within five (5) business days of receipt of such update. If Purchaser has any Objections which Seller has not elected to cure, then Purchaser shall have the right to notify Seller in writing, if there are prior to the later of (i) any monetary liens or other title exceptions that Purchaser objects to (“the expiration of the Title Objections”) Review Period or (ii) any Survey Objection. In the event Seller does not three (3) business days after receipt of Seller's Notice that Purchaser has elected to receive written notice of any Title Objections or Survey Objection by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “Permitted Exceptions”) and shall be deemed to have waived its right to object to any Survey Objection.
(b) After the Title Objection Date, if the Title Company raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the “New Objection Date”) (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on any updates to the Title Commitment as Permitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, and Seller executes and delivers an affidavit to such effect, or the security interest was filed more than five (5) year prior to the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company either omits the lien as an exception from the title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release return of the Property from Earnest Money (together wi▇▇ ▇▇▇ interest accrued thereon) in accordance with Section 2.2 hereof, and, following Purchaser's receipt thereof, this Agreement shall terminate and neither party shall have any further obligations to the lien thereof. If a search of title discloses judgmentsother party hereunder, bankruptcies, or other returns against other persons having names except the same as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title ObjectionsSurviving Duties.
Appears in 1 contract
Sources: Property Purchase Agreement (Homes for America Holdings Inc)
Title Commitment. Within ten (a10) business days after the Date of Agreement Seller shall deliver to Purchaser has ordered a current Texas form title commitment (or such other comparable form as may be reasonably acceptable to Purchaser and customary in the state where the Property is located) (the "Title Commitment") for an owner's title insurance commitment with respect policy issued by the title company identified in Line 10 of the Summary Statement (the "Title Company") in the amount of the Purchase Price, covering title to the Real Property issuedLand, by the Title Company (the “Title Commitment”). On or before March 12, 2014, Purchaser shall provide to Seller the Title CommitmentImprovements and Appurtenant Rights, together with legible copies of each of the documents underlying the title exceptions listed thereontherein. On or before March 28, 2014 the date which is five (5) days after Purchaser's receipt of the “Title Commitment ("Title Objection Date”"), Purchaser shall will notify Seller in writing, if there are (i) any monetary liens or other writing as to those title exceptions that listed in the Title Commitment which it will accept as Permitted Exceptions (the "Exception Notice"). If Purchaser objects fails to (“Title Objections”) provide Seller the Exception Notice on or (ii) any Survey Objection. In the event Seller does not receive written notice of any Title Objections or Survey Objection by before the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will the title exceptions listed in the Title Commitment shall be deemed to have accepted or waived such exceptions to title set forth on the Title Commitment as permitted exceptions (as accepted or waived by Purchaser, the “be Permitted Exceptions”) Exceptions and Purchaser shall be deemed to have waived its right to object to any Survey Objection.
such exceptions. Seller shall have the right, but not the obligation, until the sooner of (bx) After the Title Objection Closing Date, if or (y) the Title Company raises any new exception to title to date which is ten (10) days after the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she date Seller receives notice of such exception the Exception Notice (the “New Objection sooner of which is hereinafter referred to as the "Title Clearance Date”") (or as promptly as possible prior to the Closing if such notice is received with less than five (5) Business Days prior to the Closing), to provide Seller with written notice if such exception constitutes a Title Objection. In the event Seller does not receive notice of such Title Objection by the New Objection Date, Purchaser will be deemed to have accepted all title exceptions other than Permitted Exceptions (collectively, the exceptions to title set forth on any updates to "Unpermitted Exceptions") removed from the Title Commitment as Permitted or to have Title Company commit to insure, at Seller's expense, against any and all loss or damage that may be occasioned by any such Unpermitted Exceptions.
(c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller is obligated to pay and discharge will be credited against the Purchase Price (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If Seller fails on or before the Closing Title Clearance Date there shall be security interests filed against to reasonably demonstrate to Purchaser that the Real PropertyUnpermitted Exceptions have been removed, or in the alternative, that Seller has obtained a commitment for title indemnification or title insurance over such items shall not be Unpermitted Exceptions in form reasonably acceptable to Purchaser, then, in either such case, Purchaser shall, as its sole remedy, have the option (the "Title Objections if Election") to either (i) terminate this Agreement, whereupon the personal property covered by such security interests parties hereto shall have no further obligations hereunder (except for obligations which are no longer in or on expressly intended to survive the Real Propertytermination of this Agreement), and receive a return of the Earnest Money, or (ii) such personal property is proceed with Closing, in which event the property Purc▇▇▇▇ ▇▇ice shall be reduced by an amount equal to the aggregate amount of all tax, judgment, mechanics' and lender's liens of a Tenant, definite and ascertainable amount that constitute Unpermitted Exceptions and Purchaser shall be deemed to have waived any objection to any other Unpermitted Exceptions. If Purchaser fails to notify Seller executes and delivers an affidavit to such effect, or the security interest was filed more than of its Title Election within five (5) year prior to days after the Closing Date and was not renewed.
(d) If on the Closing Date the Real Property Title Clearance Date, Purchaser shall be affected by any lien whichdeemed to have elected to proceed with the Closing, pursuant to the as set forth in subclause (ii) above. The provisions of this Section 6 shall survive the termination of this Agreement. Notwithstanding the foregoing, is required to be discharged or satisfied by SellerPurchaser acknowledges and agrees that Seller recently refinanced the Property and in connection therewith provided a title insurance policy (number 00908922) dated April 15, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by 2002 and hand marked May 1, 2002 from the Title Company at Closingto its lender, National City Bank, a copy of which has been provided to Purchaser (the "Existing Lender's Title") and that all exceptions from coverage other than the loan insured thereby listed in such Existing Lender's Title Company either omits shall constitute Permitted Exceptions for purposes of this Agreement. In addition, anything contained in this Agreement to the lien as an exception from contrary, the Purchaser shall be responsible for the cost of any title insurance commitment or insures against collection thereof from out of the Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien.
(e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company insures against collection thereof from or out of the Real Property and/or the Improvements, and provided further that Seller deposits with the Title Company a sum of money or a parental guaranty reasonably acceptable to the Title Company and sufficient to secure a release of the Property from the lien thereof. If a search premium in excess of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that insurance coverage of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be deemed Title Objections$6,600,000.
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Sources: Real Estate Purchase and Sale Agreement (T Reit Inc)