Title Objection Procedure Clause Samples

The Title Objection Procedure clause outlines the process by which a party can formally raise concerns or objections regarding the state of title to a property in a transaction. Typically, this clause specifies the timeframe within which objections must be made after receiving a title report, the manner in which objections should be communicated, and the obligations of the seller to address or cure valid objections. Its core practical function is to ensure that any title defects or issues are identified and resolved before closing, thereby protecting the buyer from inheriting unresolved title problems.
Title Objection Procedure. Buyer shall have until October 4, 2011 (the “Title Objection Period”) to deliver to Seller written notice of any objection to matters reflected in or disclosed by any Title Commitment or any other matter affecting title to the Combined Real Property (or a survey matter) revealed by any survey, inspection or investigation of the Combined Real Property that is conducted by or on behalf of Buyer prior to the expiration of the Title Objection Period, or, to the extent an access matter is first disclosed to Buyer after the date hereof in an update to Seller's Disclosure Letter provided by Seller in accordance with this Agreement, access to the Combined Real Property, in each case that is not a Permitted Exception pursuant to Sections 1.4(a) through (d) or (g) through (q), which in Buyer's reasonable judgment, would either constitute a title defect or would, individually, adversely affect the use, value, operation or commercial growing or harvesting of timber or seedlings on (each as applicable to the Intended Use) any parcel or portion of the Combined Real Property for its Intended Use (each, a “Title Objection” and collectively, the “Title Objections”). Notwithstanding the foregoing, (i) Buyer shall have no right to object to any Permitted Exception pursuant to this Section 1.6(b) and, for the purposes of this Agreement, such items will not be considered Title Objections and (ii) if any Title Objection does not adversely affect the fair market value of the applicable portion of the Combined Real Property (assuming use for its Intended Use) by more than $25,000 (as compared to the fair market value such parcel would have were such Title Objection to be removed or otherwise cured to the reasonable satisfaction of Buyer) (each, a “Small Title Objection” and collectively, the “Small Title Objections”), Buyer shall have no right to object to such Small Title Objection with respect to such parcel of the Combined Real Property pursuant to this Section 1.6(b) and, for purposes of this Agreement, such items will not be considered Title Objections and will be considered Permitted Exceptions. Upon the receipt of Title Objections from Buyer, Seller may elect (but shall not be obligated) to cure or cause to be cured any such Title Objection, and Seller shall notify Buyer in writing within seven (7) days after receipt of the Title Objections whether Seller elects to cure the same. Failure of Seller to respond in writing within such time period shall be deemed an election by...
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Title Objection Procedure. (a) On or before May 20, 2005, Buyer shall conclude its title review and give notice to Seller of asserted title defects ("Title Defects") which would cause title to any interest not to be Defensible Title. To be effective, Buyer's written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect and (ii) supporting documents reasonably necessary for Seller (or a title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect, and (iii) the value of each such Title Defect must exceed $10,000.00 ("Title Deductible"). If a Title Defect does not reduce the Allocated Value of a property by more than the Title Deductible, it shall not be considered to be a Title Defect. (b) If a Property is affected by a Title Defect at Closing, the Purchase Price will be reduced by an amount mutually agreed to by Seller and Buyer, unless, (i) Seller cures the Title Defect prior to Closing, (ii) Buyer agrees to waive the relevant Title Defect, (iii) Seller elects on or before Closing to cure such Title Defect no later than 90 days after Closing; or (iv) Seller, with Buyer's consent, such consent not to be unreasonably withheld, elects on or before Closing to indemnify Buyer against any loss attributable to the relevant Title Defect. If Seller elects to cure the relevant Title Defect post-Closing, Seller shall assign the affected Asset to Buyer at Closing and the Purchase Price will not be reduced at Closing for such Title Defect. If Seller cures the relevant Title Defect to Buyer's reasonable satisfaction, there shall be no adjustment to the Purchase Price; if Seller does not cure the relevant Title Defect to Buyer's reasonable satisfaction, the Purchase Price shall be adjusted by an amount equal to the Title Defect Value attributable to the applicable Title Defect, such adjustment to be made within 15 days of the determination that the alleged Title Defect will not be cured to Buyer's reasonable satisfaction.
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Related to Title Objection Procedure

  • Title Objections In the event Buyer’s Title Binder, as updated to closing, or Buyer’s Survey identifies any title exceptions or defects in title of which Buyer does not approve or which render title unmarketable or which unreasonably interferes with Buyer’s intended use of the Property (“Title Objections”), Buyer shall notify Seller (the “Title Report Objection Notice”) and Seller shall elect by written notice to Buyer (“Seller’s Disposition Notice”) within five (5) business days of a Title Report Objection Notice whether to correct such defects prior to Closing. If Seller fails to deliver the Seller’s Disposition Notice to Buyer within five (5) business days of receipt a Title Report Objection Notice, Seller shall be deemed to have objected affirmatively to all matters set forth in the Title Report Objection Notice and the same shall constitute Seller’s refusal to correct, on or before the date of Closing, all title matters to which Buyer objected in the Title Report Objection Notice, subject to Seller’s obligation to cure certain exceptions pursuant to this Section 6.2. In the event Seller cannot correct such defects by Closing or chooses not to correct such defects subject to Seller’s obligation to cure certain exceptions pursuant to this Section 6.2, then Buyer may accept title as is without abatement or reduction of Purchase Price or Buyer may cancel this Agreement upon notice to Seller and receive a full refund of the Deposit. Upon delivery of Buyer’s notice canceling this Agreement, this Agreement shall thereupon be deemed canceled and become void and of no further effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except for those provisions herein which by their terms expressly survive. Seller shall not be required to take or bring any action or proceeding or any other steps to remove any defect in or objection to title or to fulfill any condition or to expend any moneys therefor, nor shall Buyer have any right of action against Seller therefor, at law or in equity, provided, however, that, notwithstanding anything to the contrary contained herein, Seller shall remove or cause to be removed of record (i) the lien of any mortgage, security agreement, financing statement or any other instrument which evidences or secures indebtedness and affects the Property and (ii) any other liens or encumbrances against the Property, including without limitation mechanics liens, which were not caused by the acts or omissions of Buyer, its agents, contractors or representatives and which can be cured by the payment of money in liquidated amounts.

  • Title Defect (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the ▇▇▇▇▇▇▇ Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing. (b) Notwithstanding any provision of this Article VI to the contrary, Seller shall be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings to Seller, any judgment liens, which are in existence on the Effective Date, or which come into existence after the Effective Date, and any mechanic’s liens resulting from work at the Property commissioned by Seller; provided, however, that any such mechanic’s lien may be cured by bonding in accordance with Pennsylvania law. In addition, Seller shall be obligated to pay off any outstanding real estate taxes that were due and payable prior to the Closing (but subject to adjustment in accordance with Section 10.4 below).

  • Notification Procedure (i) Each such notice shall be deemed to have been delivered: (A) when presented personally to the GOB; (B) when transmitted by facsimile; or (C) five (5) Days after being deposited in a regularly maintained receptacle for the postal service in Bangladesh, postage prepaid, registered or certified, return receipt requested, addressed to the GOB, at the address indicated in Section 17 of the Implementation Agreement (or such other address as the GOB may have specified by written notice delivered in accordance therewith). Any notice given by facsimile under this Section 4.6 shall be confirmed in writing delivered personally or sent by prepaid post, but failure to so confirm shall not void or invalidate the original notice if it is in fact received by the GOB.

  • Response to Objections Each Party retains the right to respond to any objection raised by a Participating Class Member, including the right to file responsive documents in Court no later than five court days prior to the Final Approval Hearing, or as otherwise ordered or accepted by the Court.

  • Title Defects 9.1 Purchaser shall have until April 21, 1999 in which to examine the Commitment and the Surveys. If Purchaser finds title to be defective, Purchaser shall, no later than 5:00 p.m. Eastern time on April 21, 1999, notify Seller in writing, specifying the title defect(s). If Purchaser fails to give Seller written notice of any title defect(s) before 5:00 p.m. Eastern time on April 21, 1999, the defects shown in the Commitment or the Surveys shall be deemed to be waived as title objections to closing this transaction. 9.2 If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement or if any new defects appear from the date of the Commitment through the Closing Date, Seller shall use commercially reasonable efforts to cause only those defects recorded after October 7, 1997 to be cured by the Closing Date. Seller agrees to remove, by payment, bonding or otherwise, any such lien (other than environmental liens) against the Property capable of removal by the payment of money or bonding. Seller shall not be obligated to (but may, in its sole and absolute discretion) cure any other defect or to buyout or settle any other claim or lien against the Property. At Seller's option, the Closing Date may be extended for a period not to exceed sixty (60) days for purposes of eliminating such title defects. If such additional time is reasonably required by Seller to cure such title defects, Seller's failure to extend the Closing Date shall be commercially unreasonable. 9.3 If Seller does not eliminate such defects as of the Closing Date, as the same may be extended under the preceding sentence, or if any new "title defects" appear between the date of the Commitment through the Closing Date which Seller does not eliminate as of the Closing Date, Purchaser shall have the option to: 9.3.1 Close and accept the title "as is," without reduction in the Purchase Price and without claim against Seller for such title defects (except for any lien that Seller is required to cure pursuant to Section 9.2 that can be removed by the payment of money or bonding, for which credit shall be given Purchaser at the Closing unless Seller pays the same at the Closing) (and in such event, the Closing shall take place on the Closing Date); or 9.3.2 Cancel this Agreement, whereupon Escrow Agent, subject to the provisions of Section 11.3, shall return the Deposit, together with all interest earned thereon, to Purchaser, and both parties shall be released from all further obligations under this Agreement, except for those which expressly survive such termination, unless such title defects were caused by Seller's willful act or willful omission, in which event Seller shall remain liable to Purchaser for damages caused by such title defects.