Title. Title will be marketable in Seller at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 4 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Title. Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title will be marketable in Seller at Insurance (or an ALTA Owner’s Policy of Title Insurance when the time ALTA Homeowners Policy of Closing, subject to Title Insurance is not applicable for issuance on the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”transaction), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the Commitment discloses the existence of title evidence reveals any defects in titleother title defect(s), other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven shall have thirty (730) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45demand by Purchaser to remove such defect(s) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed delayed accordingly. If Seller fails is unable or unwilling to cure remove the defects defect(s), Purchaser may accept title subject to such defect(s) or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, Agreement and the termination procedures in which event all amounts paid Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to Seller under this Agreement will be returned to protect the Purchaser (other than amounts paid because of changes from covered title issues relating to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Property.
Appears in 4 contracts
Sources: Residential Real Estate Purchase Agreement, Residential Real Estate Purchase Agreement, Residential Real Estate Purchase Agreement
Title. Title will be marketable in Seller at During the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”)Inspection Period, the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by shall obtain from a title company of the Seller’s choice (the “Title Company”) to insure the selected by Purchaser a preliminary title to the Unit in Purchaser's name commitment for the amount Property (along with legible copies of all documents creating exceptions thereunder), and the Purchase PricePurchaser shall promptly examine the preliminary title commitment and documents relating thereto. If Within the Commitment discloses Inspection Period, the existence Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to Purchaser shall apply all or any portion of the Unit unmarketable and Purchase Price at Closing in the defects are not waived by Purchaser, amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser must give has delivered notice to the Seller written notice of the title defects within seven Purchaser’s objection thereto, the Seller shall have fifteen (715) days after from the receipt of such notice or notices within which to notify the Commitment. Thereafter, Purchaser as to whether the Seller will have forty-five (45) days in which Seller may elect elects to cure all or any of such Title Objections raised by the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordinglyPurchaser. If the Seller fails to cure does not so notify the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, Purchaser within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) such 15 day period, either (a) to terminate this Agreement, in which event all amounts paid to the Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected not to accept cure such Title Objections. All exceptions to title which are not Lien Defects and as shown in to which the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser objected pursuant to this Section above10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not include be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any deed of trust in favor of Seller’s lenderthe Title Objections, if any. Seller specifically acknowledges and agrees that or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Unit must be released from Purchaser shall have the right, exercisable at any such deed of trust at or time prior to Closing and that Seller will take all action required by Seller’s lender giving notice to accomplish the same. After the Closing, Seller, at its expenseto either: (i) terminate this Agreement and receive a refund of the entire Deposit, will cause in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Company to issue to Purchaser a title insurance policy in conformance with Objections and close under the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5terms of this Agreement.
Appears in 4 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Title. Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title will be marketable in Seller at Insurance (or an ALTA Owner’s Policy of Title Insurance when the time ALTA Homeowners Policy of Closing, subject to Title Insurance is not applicable for issuance on the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”transaction), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price, from a title company of Purchaser’s choosing. Such title evidence shall be prepared and issued by . Seller shall pay the state filed title premium for the applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all lender required title insurance premiums and endorsements, the title commitment, and the title search/exam cost. The title commitment shall be continued to the date of Closing and shall show record title to be marketable in the name of Seller, free and clear from material defects, liens and encumbrances, except (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement, (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (d) rights of tenants specifically disclosed to Purchaser in Paragraph 28 or the Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and (g) restrictions and utility easements of record (unless they unreasonably interfere with the location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the Commitment discloses the existence of title evidence reveals any defects in titleother title defect(s), other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven shall have thirty (730) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45demand by Purchaser to remove such defect(s) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed delayed accordingly. If Seller fails is unable or unwilling to cure remove the defects defect(s), Purchaser may accept title subject to such defect(s) or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, Agreement and the termination procedures in which event all amounts paid Paragraph 21 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to Seller under this Agreement will be returned to protect the Purchaser (other than amounts paid because of changes from covered title issues relating to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Property.
Appears in 4 contracts
Sources: Residential Real Estate Purchase Agreement, Residential Real Estate Purchase Agreement, Residential Real Estate Purchase Agreement
Title. Title will is to be marketable in Seller at the time of Closing, conveyed subject to all restrictions, easements and covenants of record, and subject to zoning ordinances or laws of any governmental authority. Possession of property is to be given at closing. Purchaser shall have performed, at Seller’s expense, a title search by the title company listed above and have a commitment for an owner’s title insurance policy issued during the Inspection Period. If such title commitment reveals restrictions, building lines, easements or other matters set forth in the Preliminary Title Report delivered which are contrary or adverse to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map Purchaser’s intended use of the Project. Seller, at its expense, will give Property or which are otherwise unacceptable to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give shall so notify Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closingfrom the date of receipt of the title commitment. Seller may, at its option, remove or otherwise remedy such unacceptable title issues within twenty (20) days of receipt of such notification, provided however, that title objections which can be removed by the payment of money may be removed at the time of closing, including but not limited to deeds of trust, mortgages, and liens for sums definite. If Seller is unable or unwilling to remove or remedy such title issues within such time, Purchaser may, at its option, terminate this contract and all ▇▇▇▇▇▇▇ money will be returned to Purchaser.
a. In the event that Purchaser’s construction of improvements or other work upon the Property causes damage to the subdivision in which the Property is located, including without limitation curb, gutter and landscaping, the Commitment in a revised formPurchaser shall, reflecting the applicable recorded Mapat its sole expense, Declaration, the final legal description of the Unit and other reasonable adjustments repair and/or replace such damages to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by the Seller, subject the homeowner’s association, and any applicable public authority.
b. Purchaser accepts the Property in its existing condition, no warranties or representations having been made by Seller or their representative which are not expressly stated herein. Seller conveys the Property to Purchaser AS IS, WHERE, IS, AND WITH ALL FAULTS. Any relocation of above or below ground utilities, including, but not limited to above ground transformers, telephone pedestals/boxes, Cable TV pedestals/boxes, wire, cable, pipe, and/or conduit shall be at Purchaser’s expense. Purchaser agrees to indemnify and hold Seller harmless against any claim, liability, damage or cost in connection with Purchaser’s development of the Property, which obligation shall survive Closing. Purchaser shall, in the development of the Property and thereafter, provide adequate drainage so as not to adversely affect the Property or any property adjacent thereto before, during and after construction. The Purchaser is responsible for all storm water discharge and water pollution regulations. Should the development receive any fines or costs associated with violations of storm water discharge rules or siltation due to the standard printed exceptions and actions or inaction of the exceptions deemed accepted by Purchaser pursuant to this Section aboveor any builder, which then the Purchaser shall pay all such costs. The Property may be natural ground, filled land or partially filled land. Seller shall not include be responsible or liable for any deed claims of trust in favor any kind or character related to the fill or soil conditions of Seller’s lender, if anysaid Property. Seller specifically acknowledges and agrees makes no warranty concerning the degree of rainwater inundation that may result on the Unit must aforementioned lots since said inundation can be released from any such deed of trust at or prior to Closing and that expected with rainfall which exceeds the design standards.
c. Seller will take all action required by Seller’s lender to accomplish not be responsible for any trees that die upon the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Property.
Appears in 3 contracts
Sources: Real Estate Purchase and Sale Agreement, Real Estate Purchase and Sale Agreement, Real Estate Purchase and Sale Agreement
Title. Title will be marketable in Seller at During the time of ClosingInspection Period, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser shall procure a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase PricePrice covering the Property issued by the Title Company (the “Title Commitment”) and furnish a copy thereof to Seller. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) shall have 10 days after receipt of the CommitmentTitle Commitment from Title Company to object to any matters shown on the Title Commitment or Survey by written notice to Seller (“Title Objection Notice”). ThereafterPurchaser may also object to any new matters thereafter revealed by a title update by subsequent Title Objection Notice to Seller. Within five (5) business days after receipt of Purchaser’s Title Objection Notice, Seller will have forty-five shall either (45i) days in deliver written notice to Purchaser of any title or Survey objections which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure, or (ii) cure or title insurance satisfy such objections (or commence to cure or satisfy such objections as evidenced by a long as Seller reasonably believes such objections may be cured or satisfied at least two (2) business days prior to Closing). In the event that Seller does not deliver written notice to PurchaserPurchaser of any title or Survey objections which Seller elects not to cure within such five (5) day period, Purchaser, as its sole remedy, may elect, within seven Seller shall be deemed to have elected to cure all such objections. Within five (75) business days after the earlier of Purchaser’s receipt of Seller’s notice of election written notification that Seller elects not to cure a title or the end Survey objection, Purchaser may terminate this Agreement and receive a full refund of the forty-five ▇▇▇▇▇▇▇ Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such title or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (452) day periodbusiness days before the scheduled date of Closing, either (a) Purchaser shall have the right to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will case the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will shall have any further rights, obligations or duties under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Seller does cure or satisfy the objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser fails shall elect to give timely notice of terminationwaive, Purchaser will or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to have elected to accept title as shown in the Commitment and to have waived all defectsat Closing. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges covenants and agrees that Purchaser has no equitable title not to alter or other interest encumber in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render any way Seller’s title to the Unit unmarketable, and that such recordings are permissibleProperty after the date hereof. Promptly following Notwithstanding anything in this Agreement to the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos)contrary, Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include cause any deed of trust in favor of Seller’s lendertrust, if any. Seller specifically acknowledges and agrees that mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Unit must Property to be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the before Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 3 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (GLADSTONE LAND Corp), Purchase and Sale Agreement (GLADSTONE LAND Corp)
Title. Title will be marketable in Seller at On or before the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map end of the Project. SellerDue Diligence Period, Purchaser, at its sole expense, will give to Purchaser may obtain a title insurance commitment (the "Commitment") issued by a title company search and survey of the Property and shall notify Seller’s choice (the “Title Company”) to insure the title to the Unit , in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence writing, of any title or survey matters as to which Purchaser may object, provided that, with respect to such encumbrances or defects in title, other than those set forth in as arise after the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map date of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchasernotice, Purchaser must give notify Seller written within five (5) business days after it has actual notice of the title defects within seven such encumbrance or defect. Seller shall have a period of fifteen (715) days after receipt of the Commitment. Thereafter, any such objections in which to elect to notify Purchaser that Seller will have forty-five (45) days in attempt to remedy any or all of the matters as to which Purchaser has objected. Seller may elect shall not be obligated to expend funds to cure any title matter objected to by Purchaser, other than monetary liens and encumbrances created by the defects and render actions or omissions of Seller that are capable of being removed by the payment of cash at Closing out of the Purchase Price, but expressly excluding the Assumed Mortgage Debt or any Permitted Encumbrance. All matters of record as of the date of Purchaser's initial title marketable search with respect to which Purchaser fails to object to prior to the expiration of the Due Diligence Period, or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If with respect to which Purchaser timely objects but Seller fails to undertake to remedy as provided above, other than monetary liens and encumbrances created by the actions or omissions of Seller that are capable of being removed by the payment of cash at Closing out of the Purchase Price (but expressly excluding the Assumed Mortgage Debt or any Permitted Encumbrance), shall be deemed to constitute Permitted Encumbrances as provided in Section 5 hereof, subject to Purchaser's termination right provided below. Unless Seller has so notified Purchaser that Seller will attempt to remedy all such objections, Purchaser shall have ten (10) business days after (i) being notified by Seller that it will not remedy all such objections or (ii) the expiration of such fifteen (15) day period without receiving any notification from Seller of its intentions to remedy such objections, in which Purchaser shall either: (i) terminate this Agreement in writing, with the Deposit handled in the manner contemplated in Section 2(a) hereof; or (ii) be deemed to accept title and the survey subject to the noted objections, other than (1) those which Seller has expressly agreed in writing to remedy, and (2) monetary liens and encumbrances created by the actions or omissions of Seller that are capable of being removed by the payment of cash at Closing out of the Purchase Price, but expressly excluding the Assumed Mortgage Debt or any Permitted Encumbrance (which liens and encumbrances shall be removed by appropriate diminution of the Purchase Price at the Closing). If at the Closing Seller shall be unable to convey good and marketable title to the Property free and clear of such encumbrances or defects after diligent, good faith efforts to do so (Seller shall not be obligated to expend funds to cure the such encumbrances or defects or provide other than as provided above with respect to monetary liens and encumbrances), which title shall be insurable as such by a reputable title insurance after timely notice company and at standard rates, without exceptions (other than the Permitted Encumbrances) which would adversely affect the use of the defects or Premises as an apartment complex, Purchaser shall have the option either of accepting such title as Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end can convey with no diminution of the forty-five (45) day periodPurchase Price to reflect such encumbrances or defects, either (a) to terminate or of terminating this Agreement, in which event all amounts paid to Seller under this Agreement will the Deposit shall be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will Purchaser nor Seller shall have any further rights or obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 3 contracts
Sources: Purchase and Sale Agreement (Grove Property Trust), Purchase and Sale Agreement (Grove Property Trust), Purchase and Sale Agreement (Grove Property Trust)
Title. Title will be marketable in Seller at BAHA shall complete its review of the time of Closing, subject Preliminary Report and all documents and information pertaining to any exceptions to title listed therein prior to the matters set forth expiration of the Inspection Period. Any such exceptions not expressly disapproved by BAHA in writing within the applicable review period shall be deemed approved and shall be referred to as "ABAG Permitted Exceptions." In the event that BAHA notifies ABAG in writing of its disapproval of any exceptions to title listed in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below on or before the expiration of the applicable review period (the “Preliminary Report”"ABAG Objections"), ABAG shall have the documents referred right, but not the obligation, to in Section 9 below and those matters shown on the Map cure any of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (ABAG Objections by removing or causing the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) Company to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and over such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects ABAG Objections within seven thirty (730) days after receipt of the CommitmentABAG Objections, during which period the Closing will be postponed if necessary. ThereafterIf ABAG is unable to cure any ABAG Objections within said thirty (30) day period, Seller or if ABAG gives BAHA written notice at anytime during said thirty (30) day period stating that ABAG declines to attempt to cure any of the ABAG Objections, then BAHA will have forty-the option, within five (455) business days in which Seller may elect to cure after the defects and render title marketable end of said thirty (30) day period or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice receipt of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a said written notice to Purchaser, Purchaserfrom ABAG, as its sole right and remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (ai) to terminate this Agreement, Agreement in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will shall have any further obligations to the other hereunder except under provisions of this Agreement which specifically state that they survive termination or (ii) waive the ABAG Objections (and the BAHA's Condition Precedent described in Section of this Agreement; (b) with Seller's consent, and proceed to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase PriceClosing. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or Notwithstanding anything to the Unit prior contrary contained herein, ABAG shall be obligated to remove from title on or before Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against any monetary liens affecting the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the ABAG Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratosother than monetary liens resulting from BAHA’s acts), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 3 contracts
Sources: Memorandum of Understanding, Memorandum of Understanding, Memorandum of Understanding
Title. Title will be marketable in Seller at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no No equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the final Condominium Map creating the Unit (as applicable, and the first Condominium Map or the subsequent Supplemental Map for Stratos)Declaration, Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable final recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 3 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Title. Title The Purchaser agrees to take title to the Property subject to all restrictions, easements, encroachment agreements, existing encroachments from neighbouring properties, conditions or covenants that run with the Lands, noise attenuation agreements, and subject to all rights, licences and easements now registered or to be registered hereafter for the supply and installation of telephone services, electricity, gas, sewers, water, television and/or cable facilities and other services to or for the benefit of the Condominium or any adjacent or neighbouring properties, or which may be required by the Vendor, the Declarant, or any owners of neighbouring or adjacent properties for access to or entry from such properties (including, without limitation, easements, rights of way, reciprocal easements and cost sharing agreements, and/or other agreements for access, service, support or other amenities), and further subject to all development, site plan, subdivision or other municipal agreements or similar agreements entered into with any other governmental authorities and any agreements by which the Condominium may agree to comply with the terms thereof (all such agreements being hereinafter collectively referred to as the “Development Agreements”), and subject to the terms and conditions contained in the registered Condominium Documents (being any and all documents which are or will be marketable registered by the Declarant to create and govern the Condominium) and pursuant to any of the Condominium Documents. The Purchaser further agrees to accept title to the Property subject to the Condominium Documents being registered on title, notwithstanding that they may be amended and varied from the proposed Condominium Documents which were given to the Purchaser when entering into this Agreement. The Purchaser further acknowledges that the registered Condominium Documents and final budget statement for the one (1) year period immediately following registration of the Condominium may vary from the proposed Condominium Documents and budget statement given to the Purchaser when entering into this Agreement, and the Purchaser hereby acknowledges and agrees that in Seller at the time event there is a material amendment to any of Closingthem, the Purchaser’s only remedies shall be those provided by the Act, notwithstanding any rule of law or equity to the contrary. The Vendor shall not be obligated to obtain nor register on title to the Property a release of any of the Development Agreements or of the aforementioned registered restrictions or covenants, and the Purchaser shall satisfy himself as to the compliance therewith. The Purchaser agrees to observe and comply with the terms and provisions of the Development Agreements and all restrictions and covenants registered on title. The Purchaser further acknowledges and agrees that retention by the municipality or by any other relevant governmental authorities of security (in the form of letters of credit, performance bonds, etc. satisfactory to such municipality or governmental authorities) intended to guarantee the fulfillment of any outstanding obligations under the Development Agreements shall, for the purposes of the purchase and sale transaction contemplated hereunder, be deemed to be in satisfactory compliance with the terms and provisions of the Development Agreements. The Purchaser further agrees to accept title subject to one or more blanket mortgages encumbering the Property, and the Purchaser agrees that the Vendor shall not be obliged to obtain and register (partial) discharges of such mortgages on the Title Closing Date. The Purchaser agrees to accept an undertaking from the Vendor’s solicitor to obtain and register partial discharges of such mortgages, insofar as they encumber the Property, as soon as reasonably possible after the Title Closing Date, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title Vendor providing to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior Purchaser’s solicitor the following:
(i) a mortgage statement or letter from the mortgagee(s) confirming the amount required to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title paid to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording mortgagee(s) to obtain a discharge (or partial discharge) of the Condominium Map creating mortgage with respect to the Unit Property;
(as applicable, ii) a direction from the first Condominium Map Vendor to the Purchaser to pay said amount(s) to the mortgagee(s) on the Title Closing Date to obtain a discharge (or partial discharge) of the mortgage(s) with respect to the Property; and
(iii) an undertaking from the Vendor’s solicitors to deliver said amount(s) to the mortgagee(s) and to register the discharge (or partial discharge) of the mortgage(s) with respect to the Property upon receipt thereof and to advise the Purchaser or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5solicitors concerning registration particulars.
Appears in 3 contracts
Sources: Agreement of Purchase and Sale, Agreement of Purchase and Sale, Standard Condominium Agreement of Purchase and Sale
Title. Title will be marketable in 9.1 The Seller at and the time Buyer agree that ownership of Closing, subject the Goods shall not pass until:
(a) the Buyer has paid the Seller all amounts owing to the matters set forth Seller; and
(b) the Buyer has met all of its other obligations to the Seller.
9.2 Receipt by the Seller of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
9.3 It is further agreed that until ownership of the Goods passes to the Buyer in accordance with clause 9.1:
(a) the Buyer is only a bailee of the Goods and must return the Goods to the Seller on request;
(b) the Buyer holds the benefit of the Buyer’s insurance of the Goods on trust for the Seller and must pay to the Seller the proceeds of any insurance in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map event of the ProjectGoods being lost, damaged or destroyed;
(c) the Buyer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. SellerIf the Buyer sells, at its expensedisposes or parts with possession of the Goods then the Buyer must hold the proceeds of any such act on trust for the Seller and must pay or deliver the proceeds to the Seller on demand;
(d) the Buyer should not convert or process the Goods or intermix them with other goods but if the Buyer does so then the Buyer holds the resulting product on trust for the benefit of the Seller and must sell, will dispose of or return the resulting product to the Seller as it so directs;
(e) the Buyer irrevocably authorises the Seller to enter any premises where the Seller believes the Goods are kept and recover possession of the Goods;
(f) the Seller may recover possession of any Goods in transit whether or not Delivery has occurred;
(g) the Buyer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give to Purchaser a title insurance commitment (away any interest in the "Commitment") issued by a title company Goods while they remain the property of the Seller’s choice ;
(h) the “Title Company”) Seller may commence proceedings to insure recover the title Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Buyer.
Appears in 3 contracts
Sources: Sales Contract, Sales Contracts, Sales Contracts
Title. Title will be marketable in Seller Lessee shall promptly order at its sole cost and expense (i) a current commitment for owner’s and/or leasehold title insurance covering the time Premises and all beneficial easements and (ii) a current instrument survey dated after the date of Closingthis Lease certified to Lessee and Lessee’s title insurer prepared by a licensed land surveyor according to 2011 ALTA/ASCM Standards showing the boundaries of the Premises, subject to the matters set forth in location of any easements (benefiting and burdening), rights-of-way, improvements and encroachments thereon and certifying the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below number of acres (the “Preliminary ReportSurvey”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, Lessee may order at its expense, will give sole cost and expense UCC and other searches. Lessee shall have the right to Purchaser a title insurance commitment (raise objections to the "Commitment") issued by a title company status of the Seller’s choice (the “Title Company”) to insure the title to the Unit Premises. Without limitation, one or more liens, encumbrances, restrictions, covenants, easements, rights of way or other matters affecting title shall constitute title defects to which Lessee may object, in Purchaser's name for the amount of the Purchase PriceLessee’s sole and absolute discretion. If the Commitment discloses the existence of Lessee raises any defects in title, other than those set forth in the Preliminary Report, the documents referred objections to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion the Premises, Lessee shall notify Lessor, in writing, of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or such objections no later than the end of the forty-five Inspection Period (45“Title Objection Notice”) and if Lessee fails to provide such notice it shall be deemed to have waived any and all title objections except for “Must Cure Obligations” (as hereinafter defined). Lessor shall notify Lessee, in writing, within three (3) business days after Lessor’s receipt of the Title Objection Notice (“Title Response”) stating (i) which objections Lessor shall cure and (ii) which objections Lessor has elected not to cure. If Lessor fails to furnish the Title Response to Lessee within such three (3) business day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but Lessor shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected not to accept cure any of Lessee’s title as shown objections. If Lessor elects in the Commitment and Title Response not to have waived cure all defects. Purchaser expressly relinquishes and waives any and all other remediesof Lessee’s title objections set forth in the Title Objection Notice, claims, demands, and causes of action at law or in equity against Seller for failure Lessee may terminate this Lease by providing written notice to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly Lessor within three (3) business days following the recording Lessee’s receipt of the Condominium Map creating Title Response. If Lessor does not furnish Lessee with a Title Response within the Unit aforementioned three (as applicable3) business day period, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver Lessee may terminate this Lease by providing written notice to Purchaser, at least Lessor no later than five (5) business days after the end of the Inspection Period. If Lessor does furnish Lessee with a written response to the Title Objection Notice, but Lessor fails to cure by the Commencement Date any and all of Lessee’s title objections that Lessor indicated in its Title Response that Lessor would cure, then Lessee may terminate this Lease on written notice to Lessor. If Lessee does not terminate this Lease as provided in this Section 8, such uncured title objections, other than Must Cure Obligations, shall be deemed to be “Accepted Encumbrances” acceptable to Lessee and shall no longer be deemed objections to title. Notwithstanding anything to the contrary herein, Lessor shall be obligated to cure the Must Cure Obligations by the Commencement Date, except for any mortgages for which Lessor obtains a Non-Disturbance Agreement. If Lessee exercises the Purchase Option, Lessor shall be obligated, no later than the closing of the sale of the Premises to Lessee, to satisfy, terminate, defease and discharge (and same not being raised as an exception to title shall be deemed Lessor’s compliance), any and all (a) mortgages, deeds of trust, assignments of leases and rents, financing statements and other financing liens and (b) mechanic’s liens, judgment liens and other monetary liens created by Lessor (collectively “Must Cure Obligations”). If Lessee exercises the Purchase Option, and if Lessor has elected not to cure or does not cure on or before Closingthe closing of the sale of the Premises to Lessee, the Commitment in a revised formtitle objections raised by Lessee as well as the Must Cure Obligations, reflecting other than Permitted Encumbrances, then Lessee may terminate this Lease and the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments Purchase Agreement by providing written notice to Lessor. Prior to the Commitment (Commencement Date and the “Final Commitment”)issuance of Lessee’s policy of leasehold title insurance, which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable Lessee may raise title objections that arise subsequent to the Unit issuance of Lessee’s title commitment and Lessee’s Survey, and may terminate this Lease, if such title exceptions and/or defects were not disclosed in Purchaserthe initial title commitment and initial survey, upon payment of the policy premium and are not cured by Seller and the satisfaction of certain requirements by Seller, subject Lessor prior to the standard printed Commencement Date. For purposes of this Lease, “Permitted Encumbrances” shall mean (a) the ▇▇▇ Documents, (b) encumbrances caused by the acts or omissions of Lessee, (c) any title exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust disclosed in favor of SellerLessee’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with commitment, or matters shown on the Final CommitmentSurvey, to which title insurance policy will also include “owner’s extended coverage” Lessee does not object, and delete or insure over standard printed exceptions Nos. 1-5(d) any Accepted Encumbrances.
Appears in 3 contracts
Sources: Lease Agreement, Lease Agreement (Sovran Self Storage Inc), Lease Agreement (Sovran Self Storage Inc)
Title. Buyer may elect to notify Seller of any “Title will be marketable Objections” in Seller at accordance with the time provisions of Closingthis Section 7.
(a) No later than thirty (30) days after Buyer receives a fully executed copy of this Agreement, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser Buyer may obtain a Buyer’s title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title CompanyCommitment”) to insure for the Property issued by a reputable title to the Unit insurance company in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence , and within fifteen (15) days after Buyer’s receipt of such commitment shall notify Seller of any defects in title, other than those set forth matters reported in the Preliminary Report, Title Commitment that would make title to the documents Property unmarketable or uninsurable under an ALTA owner’s title insurance policy or that would adversely affect the use of the Property for the Intended Use in the reasonable opinion of Buyer (such matters are referred to in Section 9 belowherein as the “Title Objections”).
(b) The Seller shall have a reasonable time (up to 30 days) to cure any Title Objections, those matters shown on but Seller shall have the final Map option of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title declining to cure any portion of the Unit unmarketable and the defects are not waived Title Objection by Purchaser, Purchaser must give Seller providing written notice of the title defects thereof to Buyer within seven thirty (730) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defectsBuyer’s written notice of such Title Objections, and if necessary the Closing Seller declines to cure any Title Objection or does not cure any Title Objections that it has agreed to cure, the Buyer shall have the right either to waive its Title Objections in writing and take title to the Property subject to such Title Objections which shall be postponed accordingly. If Seller fails to cure the defects considered “Permitted Exceptions” or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before after the later of the expiration of the Due Diligence Period or receiving written notice from Seller of Seller declining to cure and to receive the return of it Deposit as its exclusive remedy for termination of this Agreement and any related claim. If Seller opts to cure any Title Objection but such Title Objection is of such a nature that it cannot reasonably be cured within the prescribed thirty (30) days period, Seller shall have a reasonable time to cure such Title Objection.
(c) At Closing, the Commitment in a revised formas hereinafter defined, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, SellerBuyer may obtain, at its expense, will cause an ALTA Owner’s Policy of Title Insurance in the amount of the Purchase Price or such other amount as required by its lender.
(d) If this Agreement is terminated pursuant to this Section 7, the Seller shall immediately return the Deposit to Buyer, and neither party shall have any further liability to the other except as expressly provided in this Agreement.
(e) All matters of title that are shown as exceptions in the Title Company Commitment and which do not constitute Title Objections or that are Title Objections which are either (i) cured by Seller or (ii) waived by Buyer in writing as provided above shall be referred to issue collectively as the “Permitted Exceptions”.
(f) The Seller has determined, in the exercise of its legislatively delegated discretion, that in order to Purchaser carry out the objective of maintaining, retaining, improving and expanding existing development, and to set a title insurance prevailing high standard in aesthetics, public policy is best served by the imposition of conditions and restrictions upon the improvement, use, and maintenance of vacant land which is intended for development by private enterprise. To that end, it is hereby specified that, as part of the consideration for this transaction, the use of the Property to be conveyed is expressly subject to the covenants, restrictions, limitations and conditions set forth in conformance Exhibit C attached hereto and made a part hereof, which covenants are to be imposed as covenants running with and binding upon the aforesaid Property (the “Restrictive Covenants”). The Restrictive Covenants shall expire forty (40) years after the date of this Agreement. It is intended and agreed hereby that the Restrictive Covenants shall be covenants running with the Final Commitmentland and that they shall in any event, which title insurance policy will also include “owner’s extended coverage” and delete without regard to technical classification or insure over standard printed exceptions Nosdesignation, legal or otherwise be binding upon the Buyer, and its successors and assigns. 1-5The Restrictive Covenants shall be Permitted Exceptions.
Appears in 3 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Title. Title will be marketable in Seller at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the ProjectA. . SellerBuyer shall order, at its Buyer's expense, will give to Purchaser from a reputable title insurance commitment company of Buyer's choice (the "CommitmentTitle Company") issued by a report on title company (the "Title Report") for the Property and a survey (the "Survey") of the Seller’s choice (Property, which Survey shall reflect the “actual dimensions of, and the gross area within, the Property, the location of any easements, rights-of- way, setback lines, encroachments, or overlaps thereon or thereover, and the outside boundary lines of any improvements. Not later than fifteen days prior to the expiration of the Feasibility Study Period, Buyer shall give notice to Seller of any objections to or defects of title disclosed by the Title Company”) Report or Survey. If such notice is not given, Buyer shall be deemed to insure the accept title to the Unit Property in Purchaser's name for the amount its condition existing as of the Purchase PriceEffective Date. Within ten ( 10) days after receiving notification of any objectionable title items from Buyer, Seller shall give notice to Buyer as to whether Seller shall cure or cause the cure of such objections to title. In the event that Seller elects to remove or cause the removal of such noted exceptions, Seller shall exercise diligent, good faith efforts to do so. If the Commitment discloses the existence of any defects in title, other than those set forth such notice is not given or in the Preliminary Reportevent that Seller declines to cure or cause the cure of all items or if Seller (despite Seller's diligent, good faith efforts) is unable within the documents referred permitted time period to in Section 9 belowcure all items Seller has elected to cure, those matters shown on then Buyer shall have the final Map of the Project and the standard printed exceptions appearing in the Commitmentoption, and such defects render title to any portion of the Unit unmarketable and the defects are not waived be exercised by Purchaser, Purchaser must give Seller written notice of the title defects to Seller within seven five (75) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect Seller's notice of Seller's unwillingness or inability to cure the defects objectionable title items or the date Seller was to have provided notice to Buyer as provided for herein, to (i) accept title as shown by the Title Report and render title marketable or provide title insurance against proceed to Closing hereunder, OR (ii) terminate this Contract by giving notice of Buyer's intention to terminate, in which event the defectsDeposit shall be returned to Buyer, and if necessary the Closing thereafter neither party shall be postponed accordinglyhave any further liability hereunder except for those obligations which specifically survive such termination. If Seller Buyer fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, make an election within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-such five (455) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but then Buyer shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit item (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratosii), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 3 contracts
Sources: Contract of Sale (HF Enterprises Inc.), Contract of Sale (SeD Intelligent Home Inc.), Contract of Sale (HF Enterprises Inc.)
Title. Title will be marketable in Seller at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) Company to insure the title to the Unit in Purchaser's ’s name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project below and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven three (73) days after receipt of the CommitmentCommitment (or receipt of any revised Commitment listing new exceptions to title). Thereafter, Seller will have forty-five fifteen (4515) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven three (73) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five fifteen (4515) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable)Purchaser, and neither party will have any further obligations under this Agreement; (b) with Seller's ’s consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no No equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 3 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Title. Title will be marketable in Seller at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below Exhibit B attached hereto and incorporated herein (the “Preliminary ReportPermitted Exceptions”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice Land Title Guarantee Company (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary ReportPermitted Exceptions, the documents referred to in Section 9 8 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defectsdefects and, and if necessary necessary, the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable)Purchaser, and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no No equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following Following the recording of the final Condominium Map creating the Unit (as applicable, and the first Condominium Map or the subsequent Supplemental Map for Stratos)Declaration, Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) business days before Closing, the Commitment in a revised form, reflecting the applicable final recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 3 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Title. Title will be marketable in Seller at the time Buyer shall have a period of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below twenty (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (720) days after receipt of a title commitment and all recorded documents referenced therein (the Commitment. Thereafter, “Title Approval Date”) to notify Seller will have forty-five (45"Buyer's Title Notice") days in of any exceptions to title to which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordinglyBuyer objects ("Title Objections"). If Seller Buyer fails to cure the defects or provide title insurance after deliver timely notice of on or before 5:00 p.m. (Colorado time) on the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to PurchaserTitle Approval Date, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but Buyer shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected waived any right to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or object to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render condition of title to the Unit unmarketable, and that such recordings are permissibleProperty. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least have five (5) days after receipt of Buyer's Title Notice within which to deliver to Buyer, in Seller’s sole and absolute discretion, a notice ("Seller's Title Notice") indicating which Title Objections Seller will remove or insure over (to Buyer’s reasonable satisfaction) by the Closing. If Seller (i) does not deliver Seller's Title Notice within the required time, or (ii) timely notifies Buyer that Seller is unable or unwilling to remove or insure over (to Buyer’s reasonable satisfaction) all such Title Objections, then Buyer may elect, by written notice to Seller, to terminate this Agreement pursuant to Section 3.5 below. Buyer's failure to so deliver written notice of termination on or before 5:00 p.m. (Colorado time) on the Contingency Date shall be deemed Buyer's election to waive its Title Objections. Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title objections; except that Seller shall be obligated, at or before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description to (i) remove all deeds of the Unit and other reasonable adjustments to the Commitment trust; (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete ii) remove or insure over standard printed (to Buyer’s reasonable satisfaction) all other monetary liens on the Property created by, under or through Seller, other than liens for taxes and assessments that accrue with respect to periods after Closing and liens that result from the actions of Buyer, (iii) remove all Title Objections that Seller has expressly agrees to remove in Seller’s Title Notice, and (iv) remove any exceptions Nos. 1-5or encumbrances to title which are created by, under or through Seller after the Effective Date without Buyer’s prior written consent.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Steadfast Apartment REIT, Inc.), Purchase and Sale Agreement (Steadfast Apartment REIT, Inc.)
Title. Title will be marketable in (a) Seller at shall convey title to the time of Closing, Property subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below following matters, all of which shall be deemed Permitted Exceptions: (the “Preliminary Report”), the documents referred to in Section 9 below and those matters i) exceptions 1-14 as shown on the Map of the Project. SellerPreliminary Report Order No.: 00000931-018-RH-SG, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice Fidelity National Title Insurance Company and dated June 5, 2014, and (the “Title Company”ii) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters exceptions 1-11 as shown on the final Map of the Project Preliminary Report Order No.: 00000932-018-RH-SG, issued by Fidelity National Title Insurance Company and the standard printed exceptions appearing in the Commitmentdated June 5, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, 2014.
(b) Purchaser must give Seller written notice of the title defects within seven shall have ten (710) business days after receipt of the CommitmentSurvey or any title information not disclosed in the Preliminary Reports listed in Section 10(a) to object to any matters shown on the Survey, or such new title information, as the case may be, by written notice to Seller (“Title Objection Notice”). ThereafterWithin five (5) business days after receipt of Purchaser’s Title Objection Notice, Seller will have forty-five shall either (45i) days in deliver written notice to Purchaser of any title or Survey objections which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure, or (ii) commit to cure or title insurance such objections as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven of the Closing. Within five (75) business days after the earlier of Purchaser’s receipt of Seller’s notice of election written notification that Seller elects not to cure a title or the end Survey objection, Purchaser may terminate this Agreement and receive a full refund of the forty-five (45) day period▇▇▇▇▇▇▇ Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, either (a) then any such title or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller as of Closing, Purchaser shall have the right to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will case the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will shall have any further rights, obligations or duties under this Agreement; (b) with Seller's consent. Any exception to or defect in title which Purchaser shall elect to waive, or which is otherwise acceptable to grant one or more additional periods of time within which Seller may but Purchaser, shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed an additional Permitted Exception to have elected to accept title as shown in the Commitment and to have waived all defectsat Closing. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges covenants and agrees that Purchaser has no equitable title not to alter or other interest encumber in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render any way Seller’s title to the Unit unmarketable, and that such recordings are permissibleProperty after the date hereof. Promptly following Notwithstanding anything in this Agreement to the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos)contrary, Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include cause any deed of trust in favor of Seller’s lendertrust, if any. Seller specifically acknowledges and agrees that mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Unit must Property to be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the before Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (GLADSTONE LAND Corp), Purchase and Sale Agreement (GLADSTONE LAND Corp)
Title. Buyer may, at any time during the Inspection Period, object in writing ("BUYER'S TITLE OBJECTION NOTICE") and in good faith to any liens, encumbrances, and other matters reflected by the Title will Commitment. All such matters to which Buyer so objects shall be marketable in "NON-PERMITTED ENCUMBRANCES"; if no such objection notice is given during the Inspection Period, all matters reflected by the Title Commitment shall be "PERMITTED ENCUMBRANCES." Seller at may, but shall not be obligated to, cure, remove or insure around all Non-Permitted Encumbrances. In addition, Seller shall be obligated to remove or insure around by Closing all mortgages, deeds of trust, judgment liens, mechanic's and materialmen's liens, and other monetary liens against the time of Closing, subject to Property (other than the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”liens for taxes and assessments which are not delinquent), whether or not Buyer objects thereto during the documents referred to in Section 9 below and those matters shown on the Map Inspection Period. Within five (5) days after receipt of the Project. SellerBuyer's Title Objection Notice, at its expense, will give to Purchaser a Seller shall provide an updated title insurance commitment (the "CommitmentTitle Commitment Update") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price). If the Title Commitment discloses the existence Update does not address all of any defects in title, other than those Buyer's objections set forth in Buyer's Title Objection Notice to the Preliminary Reportreasonable satisfaction of Buyer, the documents referred then Buyer may either (a) terminate this Agreement in accordance with Section 11(b) by written notice to in Section 9 below, those matters shown on the final Map Seller within five (5) business days after receipt of the Project Title Commitment Update or (b) purchase the Property subject to the Non-Permitted Encumbrances (other than monetary liens that Seller is obligated to remove or insure around), and the standard printed exceptions appearing in the CommitmentNon-Permitted Encumbrances (other than liens that Seller is obligated to remove or insure around) shall thereafter be deemed Permitted Encumbrances. The Lease is hereby designated as a Permitted Encumbrance. In addition, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by PurchaserBuyer may, Purchaser must give Seller written notice of the title defects within seven five (75) days after receipt of the Commitment. ThereafterAs-Built Survey to be delivered by Seller to Buyer pursuant to Section 5(m) hereof, Seller will have fortyobject in writing to matters reflected on such As-five Built Survey so long as (45i) days in such objections are to matters which Seller may elect to cure the defects and render title marketable to the Property unmarketable, which constitute a material deviation from the Site Plan attached to the Lease, or provide title insurance against which otherwise constitute a violation of applicable zoning ordinances and (ii) such objections, to the defectsextent not previously covered by Buyer's Title Objections, and if necessary relate to matters not reflected on the Closing Existing Survey heretofore delivered by Seller to Buyer. Seller may, but shall not be postponed accordinglyobligated to, cure or remove any such survey objections made by Buyer in accordance with this Section 7. If Seller fails does not cause all such survey objections to cure the defects be removed, cured or provide title insurance after timely notice of the defects or Seller elects not insured around to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, Buyer's reasonable satisfaction within seven fifteen (715) days after the earlier receipt by Seller of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day periodsuch survey objections, then Buyer may either (a) to terminate this Agreement, Agreement in which event all amounts paid accordance with Section 11(b) by delivering notice to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes prior to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; expiration of such fifteen (15) day period or (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against purchase the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, Property subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5survey objections.
Appears in 2 contracts
Sources: Purchase Agreement (Aei Income & Growth Fund 25 LLC), Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)
Title. Title will Except as otherwise provided herein, title to the Feedstocks delivered by REG Marketing pursuant to this Agreement and title to the contractual amount of corresponding Biodiesel and Co-products produced from such Feedstocks shall at all times be marketable and remain with REG Marketing. Any Feedstocks delivered by REG Marketing pursuant to the terms and conditions of the Feedstock Agreement, however, shall at all times be and remain with Bunge until such time as title to such Feedstocks passes to REG Marketing pursuant to the terms of the Feedstock Agreement.
3. Section 17 of the Agreement shall be amended to include the following language: “Notwithstanding anything to the contrary set forth herein, Blackhawk Biofuels and REG Marketing acknowledge and agree that pursuant to the terms of the Feedstock Agreement, Bunge shall have title in Seller the Feedstocks purchased by Bunge pursuant to the terms of the Feedstock Agreement, and Bunge shall have the right to file precautionary financing statements and amendments and/or continuations thereto pursuant to the Uniform Commercial Code to further evidence and memorialize its absolute ownership interest in the Feedstocks.”
4. Section 18 of the Agreement shall be deleted in its entirety and replaced with the following language: REG Marketing, on behalf of Blackhawk Biofuels, shall be allowed to add additional Feedstocks owned by REG Marketing as needed to meet the quality and yield requirements hereunder, so long as such additional Feedstocks have cold flow characteristics that are capable of meeting the cold flow specifications set out on the applicable Order or Nomination, and the Biodiesel to be produced shall in any event meet the specifications required hereunder, as modified by the Order or Nomination and Acceptance applicable. In such event, REG Marketing shall off-set any costs for such additional Feedstocks against the toll fees to be paid by REG Marketing pursuant to Section 4 hereof. Pursuant to the terms of the Feedstock Agreement, Blackhawk Biofuels shall allow Bunge to store the Feedstocks at the time of ClosingFacility; provided, subject however, such Feedstocks shall be segregated from any Feedstocks owned by REG Marketing pursuant to the matters terms of this Agreement.
5. Except as may be otherwise expressly set forth herein, each and every term, condition and provision of the Agreement shall remain in full force and effect, and are hereby ratified, confirmed and approved by the parties hereto.
6. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
7. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument, and may be executed and delivered by facsimile signature or similar means, which shall be considered an original.
8. Any capitalized term not specifically defined in this Amendment shall have the meaning set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 2 contracts
Sources: Toll Processing Agreement (Blackhawk Biofuels, LLC), Toll Processing Agreement (Blackhawk Biofuels, LLC)
Title. Title will be marketable in Seller at During the time of ClosingInspection Period, subject to Buyer shall have the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Sellerright, at its expense, will give to Purchaser obtain a pro forma endorsement to the Company’s existing title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Chicago Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to insure elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Unit in Purchaser's name for Removable Liens), it shall so notify Buyer on or before the amount of Sellers Election Deadline, and Buyer shall have seven (7) business days after the Purchase Price. If the Commitment discloses the existence of any defects in titleSellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the Preliminary Reportpurchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the documents referred last sentence of this Section 6(B), any other title matters, shall be added to in Section 9 below, those matters shown on the final Map and be made a part of the Project and Permitted Exceptions. The immediately preceding sentence shall not relieve the standard printed exceptions appearing in Sellers of their obligation to cure the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are Removable Liens. If Buyer does not waived by Purchaser, Purchaser must give Seller written notice of the title defects so respond within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) business days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day periodSellers Election Deadline, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but then Buyer shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other remedies, claims, demands, and causes of action at law or than obligations expressly set forth in equity against Seller for failure this Contract which specifically survive such termination). As to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to defects arising after the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording effective date of the Condominium Map creating Title Endorsement and survey defects arising after the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description date of the Unit and deliver Survey, Buyer shall be entitled to Purchaser, at least object thereto within five (5) business days before Closingafter becoming aware of such defect, but no later than the Commitment Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final CommitmentRemovable Lien”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title and the Closing Date shall be extended to the Unit in Purchaserextent necessary, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Sellernot to exceed thirty (30) days, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5provide said additional time period.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Preferred Apartment Communities Inc), Purchase and Sale Agreement (Preferred Apartment Communities Inc)
Title. Title will be marketable in Seller warrants that they presently have title to said Property, and at the time of Closingthe sale is consummated agrees to convey marketable and insurable title in and to said Property to Purchaser by Limited Warranty Deed, subject only to the following permitted exceptions: (1) zoning ordinances affecting said Property, (2) all matters of record affecting said Property, (3) subdivision covenants and restrictions of record, (4) all facts, matters and conditions that would be shown on a current and accurate survey of said Property, (5) prior mineral reservations, and (6) leases, other easements, other restrictions and encumbrances affecting the Property. Title marketability shall be determined in accordance with Applicable Law, as supplemented by the Title Standards of the State Bar of Association of the state in which the Property is located. Any defect in the title which does not impair marketability pursuant to said Title Standards, shall not constitute a valid objection on the part of the Purchaser; provided that the Seller furnishes any affidavits or other documents, if any, required by the applicable Title Standard to cure such defect. In the event leases are specified in this Contract, Purchaser agrees to assume Seller's responsibilities thereunder to the Tenant and to the Broker who negotiated such leases. If Seller is unable to convey title in the quality set forth in above, Purchaser shall have the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below option of either (the “Preliminary Report”)i) taking such title as Seller can give, the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount without abatement of the Purchase Price. If , or (ii) being repaid all moneys paid on account by Purchaser to Seller including ▇▇▇▇▇▇▇ Money held by Auctioneer; and, if Buyer elects to terminate the Commitment discloses the existence of any defects in titleagreement, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map there shall be no further liability or obligation by either of the Project parties hereunder and this Agreement shall become null and void and of no force or effect. A title commitment shall be provided to the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived Purchaser by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice Firm as identified in paragraph 8 of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defectsagreement. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least have five (5) days before Closing, from the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description receipt of the Unit title report in which to examine title and other reasonable adjustments to furnish Seller with a written statement of objections affecting the Commitment (the “Final Commitment”), which Final Commitment Purchaser acceptsinsurability of said title. The Final Commitment will commit If Seller fails or is unable to insure marketable satisfy valid title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust objections at or prior to Closing and that the closing or any unilateral extension thereof, which would prevent the Seller will take all action required by from conveying insurable title to the Property, then Purchaser, may terminate the Agreement without penalty upon written notice to Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser Insurable title as used herein shall mean title which a title insurance policy company licensed to do business in conformance with the Final Commitmentstate where the Property is located will insure, which subject only to standard exceptions and items (1) through (6) listed above. If Purchaser does not provide a written statement of objections affecting the insurability of the title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.within five
Appears in 2 contracts
Sources: Auction Real Estate Sales Contract, Auction Real Estate Sales Contract
Title. Title will be marketable (a) Seller agrees to convey to Purchaser fee simple title to the Property by the Deed, free and clear of all liens, encumbrances, mortgages, deeds of trust, deeds to secure debt, assessments, agreements, options and covenants, except for such matters as are set forth on Exhibit B attached hereto and for such matters as are set forth on Exhibit C attached hereto (those items set forth on Exhibit B and Exhibit C, together, constitute the “Permitted Encumbrances” for this Agreement); provided, however, Seller shall terminate at or before Closing those hunting lease agreements described on Exhibit C which are terminable during such period, at no cost to Seller, in Seller accordance with their terms. If any such agreement is not terminable in accordance with its terms at the time of or before Closing, subject Seller shall use diligent efforts to cause the parties to cancel, void or otherwise rescind the terms of such agreement.
(b) Purchaser shall have a period of twenty (20) days after the Effective Date of this Agreement to review Seller’s title to the matters Property (the “Title Review Period”) and provide Seller with written notice (the “Title Objection Notice”) of Purchaser’s objections to Seller’s title (each, a “Title Objection”), but only to the extent that such exceptions are not Permitted Encumbrances pursuant to Exhibit B attached hereto. Purchaser shall have the right to object to any new title exceptions created or suffered between the expiration of the Title Review Period and the Closing Date, but only to the extent that such new exceptions are not Permitted Encumbrances pursuant to Exhibit B attached hereto.
(c) If Purchaser timely delivers the Title Objection Notice, then Seller may, at its sole option, (i) cure any Title Objection or (ii) not cure any Title Objection; provided, however, that to the extent a Title Objection consists of a lien, mortgage, deed of trust or deed to secure debt securing a monetary obligation which was created or suffered by Seller or any party claiming by, through or under Seller, Seller shall be required to use the cash portion of the Purchase Price to cure any such objection at Closing. If any Title Objection Seller elects to cure is not cured by Closing, Seller may elect (ii) in the preceding sentence. If Seller elects not to cure any Title Objection set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by PurchaserObjection Notice, Purchaser must give Seller written notice of shall have the title defects within seven right, as Purchaser’s sole and exclusive remedy, to: (7A) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced cancel this Agreement by a providing written notice to PurchaserSeller on or before 11:00 a.m. (Central Time) on the day before the Closing Date, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under whereupon this Agreement will be returned terminate, Escrow Agent shall deliver the ▇▇▇▇▇▇▇ Money to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable)Purchaser, and neither party will have any further rights, duties or obligations under this Agreement; (b) with Seller's consenthereunder other than those which expressly survive a termination hereof, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (cB) waive all objections and elect to accept title with all defects as shown to the Property in the Commitment, its existing condition without any adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title in which event such Title Objection shall become a Permitted Encumbrance.
(d) Except for Permitted Encumbrances, so long as shown this Agreement remains in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos)force, Seller shall procure a legal description not lease, encumber or convey all or part of the Unit and deliver Property or any interest therein, or enter into any agreement granting to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments any person any right with respect to the Commitment (Property or any portion thereof, without the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in prior written consent of Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Deltic Timber Corp), Purchase and Sale Agreement (Deltic Timber Corp)
Title. As of the Effective Date of this Agreement, Wolf has provided to CNL for review, a copy of Wolf’s existing title insurance policies (the “Existing Title will Policies”) relating to the Contributed Hotels. CNL has, as of the Effective Date, obtained and delivered to Wolf the Title Commitments issued by the Title Company. The Title Commitments evidence that title to ▇▇▇ ▇▇▇▇▇ Hotel is vested in Wolf Dells and that title to the Sandusky Hotel is vested in Wolf Sandusky and that the Contributed Hotels are free and clear of all liens, encumbrances, exceptions or qualifications whatsoever, except for Permitted Exceptions. Legible copies of all exceptions set forth on the Title Commitments have been provided to CNL as of the Effective Date. The Title Commitments also evidence that, upon the execution, delivery and recording of the Deeds and the satisfaction of all requirements specified in Schedule B, Section I of the Title Commitments, the applicable SPE Owners shall acquire fee simple title to the Contributed Hotels and the Commercial Condominium Unit, subject only to the Permitted Exceptions. CNL has reviewed the Existing Title Policies delivered by Wolf to CNL, and the Title Commitments obtained by CNL pursuant to this Paragraph, and notified Wolf in writing specifying those liens, encumbrances, exceptions or qualifications to title which are unacceptable to CNL (such liens, encumbrances, exceptions or qualifications being hereinafter referred to together with any title matter created or permitted to be marketable created by Wolf after the Effective Date and objected to by CNL, and together with any title matter of which Wolf had Knowledge but which Wolf did not disclose as of the Effective Date and objected to by CNL, as “Title Defects”). Wolf shall cure the Title Defects before the Closing Date (the “Cure Period”), to the satisfaction of CNL and the Title Company in Seller at such manner as to permit the time Title Company to endorse the Title Commitments so as to delete the Title Defects therefrom. If Wolf shall in fact cure the Title Defects within the Cure Period, the obligations and rights of Closingthe parties to close shall be unaffected by the eliminated Title Defects. If Wolf is unable to cure or eliminate the Title Defects within the Cure Period, CNL may elect to terminate this Agreement by giving written notice of termination to Wolf on or before the Closing Date, or, alternatively, CNL may elect to waive CNL’s objections to the uncured Title Defects and consummate the transactions contemplated by this Agreement subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this AgreementDefects, in which event the obligations and rights of the parties to close shall be unaffected by the waived Title Defects. If CNL elects to terminate this Agreement due to the existence of uncured Title Defects as provided in this Article 7, all amounts paid rights and obligations of the parties hereunder shall terminate and be null and void, except for any rights and obligations of the parties that are to Seller survive the termination of this Agreement as provided elsewhere herein and Wolf shall reimburse CNL for all out-of-pocket expenses incurred by CNL in connection with the transactions contemplated by this Agreement, including, without limitation, all costs and expenses associated with the investigations contemplated by Section 7(a) above, provided, however that Wolf’s obligation to reimburse CNL under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liableSection 7(b), Section 5 and neither party will have any further obligations under this Agreement; (bSection 7(d) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against exceed the exceptions; or sum of Two Hundred Thousand and No/100 Dollars (c$200,000.00) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5aggregate.
Appears in 2 contracts
Sources: Venture Formation and Contribution Agreement (CNL Income Properties Inc), Venture Formation and Contribution Agreement (Great Wolf Resorts, Inc.)
Title. Title will shall be marketable issued to Buyer as OFFEROR AND OFFEROR, husband and wife, as tenants by the entirety. Seller does not warrant title to the Property. Prior to closing, Seller, through Seller’s title insurance agency and at Seller’s expense, shall provide Buyer with a Preliminary Commitment for Title Insurance (“Preliminary Commitment”) relating to the Property. It is agreed that Buyer shall notify Seller, in writing, within FIFTEEN (15) DAYS of the date of the Preliminary Commitment specifying any defect(s) in title. Seller shall, at its option, correct said defect(s) prior to the date of closing. If Seller intends but is unable to correct said defect(s) on or before the date of closing, at Seller’s option and upon written notice to Buyer on or before the date of closing, the date of closing shall be extended up to NINETY (90) DAYS for the purpose of correcting said defect(s). If title cannot be made insurable or Seller declines to cure said defect(s), this Agreement shall terminate and all payments made by Buyer heretofore shall be returned to Buyer and Seller shall have no further liability to Buyer, or any third party, for the termination of the sale. It is agreed that Buyer shall have the option of waiving any defect in title and Seller shall not be liable for any damages by reason of said defect(s) in title. The failure of Buyer to identify any defect in title shall be deemed Buyer’s acceptance of and satisfaction with title. Title shall be delivered at the time of Closing, closing by Quitclaim Deed. The Owners’ Policy will be issued thereafter by the respective title agency. The sale provided for herein and the conveyance to be made hereunder shall be fully subject to all encumbrances, including but not limited to patents, easements, access to public waters, conditions, taxes, assessments, zoning regulations, rights-of-way, exceptions and restrictions of record and reservations of oil, petroleum, gas, coal, ore, minerals, fissionable materials, geothermal resources, fossils or other rights and interests gaseous, liquid and solid, in and under the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the ProjectProperty. Seller, at its expense, will give to Purchaser a ’s liability for defective title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days discovered after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing closing shall be postponed accordingly. If Seller fails limited to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts monies paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because towards the purchase of changes the Property up and to the Plans and Specifications requested by Purchaser and allowed by Sellerdate of said discovery. Seller shall have no further liability to Buyer, in its sole discretionor third party, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable defective title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 2 contracts
Sources: Cash Sale Purchase Agreement, Cash Sale Residential Purchase Agreement
Title. Title will be marketable in Seller warrants that they presently have title to said Property, and at the time of Closingthe sale is consummated agrees to convey marketable and insurable title in and to said Property to Purchaser by General Warranty Deed, subject only to (1) zoning ordinances affecting said Property, (2) all matters of record affecting said Property, (3) subdivision restrictions of record, and (4) all matters that would be shown on a current and accurate survey of said property, and (5) leases, other easements, other restrictions and encumbrances affecting the Property. Title marketability shall be determined in accordance with Applicable Law, as supplemented by the Title Standards of the State Bar of Association of the state in which the Property is located. Any defect in the title which does not impair marketability pursuant to said Title Standards, shall not constitute a valid objection on the part of the Purchaser; provided that the Seller furnishes any affidavits or other documents, if any, required by the applicable Title Standard to cure such defect. In the event leases are specified in this Contract, Purchaser agrees to assume Seller's responsibilities there under to the matters Tenant and to the Broker who negotiated such leases. If Seller is unable to convey title in the quality set forth in above, Purchaser shall have the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below option of either (the “Preliminary Report”)i) taking such title as Seller can give, the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount without abatement of the Purchase Price. If , or (ii) being repaid all moneys paid on account by Purchaser to Seller including ▇▇▇▇▇▇▇ Money held by Auctioneer; and, if Buyer elects to terminate the Commitment discloses the existence of any defects in titleagreement, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map there shall be no further liability or obligation by either of the Project parties hereunder and this Agreement shall become null and void and of no force or effect. A title report shall be provided to the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived Purchaser by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice Firm as identified in paragraph 8 of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defectsagreement. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least have five (5) days before Closing, from the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description receipt of the Unit title report in which to examine title and other reasonable adjustments to furnish Seller with a written statement of objections affecting the Commitment (the “Final Commitment”), which Final Commitment Purchaser acceptsinsurability of said title. The Final Commitment will commit If Seller fails or is unable to insure marketable satisfy valid title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust objections at or prior to Closing and that the closing or any unilateral extension thereof, which would prevent the Seller will take all action required by from conveying insurable title to the Property, then Purchaser, may terminate the Agreement without penalty upon written notice to Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser Insurable title as used herein shall mean title which a title insurance policy company licensed to do business in conformance with the Final Commitmentstate where the Property is located will insure, which title insurance policy will also include “owner’s extended coverage” subject only to standard exceptions and delete or insure over standard printed exceptions Nos. items (1-5.) through
Appears in 2 contracts
Sources: Auction Real Estate Sales Contract, Auction Real Estate Sales Contract
Title. Title will be marketable in Seller at During the time of ClosingInspection Period, subject to Buyer shall have the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Sellerright, at its expense, will give to Purchaser obtain a pro forma endorsement to the Company’s existing title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice policy (the “Title Policy”) for the Property (the “Title Endorsement”) issued by Fidelity National Title Insurance Company (“Title Company”). Buyer shall have the right, on or before the expiration of the Inspection Period, to notify Sellers in writing of any objections Buyer may have to title to the Property as shown in the Title Policy, Title Endorsement or the Survey of the Property. If Buyer fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the Survey of the Property shall be deemed to be permitted title exceptions (hereinafter collectively referred to as the “Permitted Exceptions”). If Buyer does give notice of objections on or prior to the expiration of the Inspection Period, then Sellers shall have five (5) days after the effective date of such objections (the “Sellers Election Deadline”) to insure elect to cure some, all or none of Buyer’s title and survey objections; provided, however, if either (i) such objection can be cured within ten (10) days and at a cost not to exceed $50,000.00, or (ii) such objection is to a monetary lien or encumbrance which can be cured by the payment of money, Sellers agree to cure same out of the proceeds of the purchase of the Membership Interests by Buyer at Closing (collectively, the “Removable Liens”). Sellers’s failure on or before the Sellers Election Deadline to notify Buyer of which objections it elects to cure shall be deemed to be an election by Sellers to cure none of Buyer’s objections, subject to Sellers’ mandatory obligation to cure the Removable Liens. If Sellers elect to cure less than all of the title and survey objections (subject to Sellers’ mandatory obligation to cure the Unit in Purchaser's name for Removable Liens), it shall so notify Buyer on or before the amount of Sellers Election Deadline, and Buyer shall have seven (7) business days after the Purchase Price. If the Commitment discloses the existence of any defects in titleSellers Election Deadline to elect either (A) to terminate this Contract, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Contract which specifically survive such termination), or (B) to close the Preliminary Reportpurchase and sale contemplated hereby in which case all of Buyer’s uncured title and survey objections and, subject to the documents referred last sentence of this Section 6(B), any other title matters, shall be added to in Section 9 below, those matters shown on the final Map and be made a part of the Project and Permitted Exceptions. The immediately preceding sentence shall not relieve the standard printed exceptions appearing in Sellers of their obligation to cure the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are Removable Liens. If Buyer does not waived by Purchaser, Purchaser must give Seller written notice of the title defects so respond within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) business days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day periodSellers Election Deadline, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but then Buyer shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any terminate this Contract, and all rights and obligations hereunder shall immediately terminate (other remedies, claims, demands, and causes of action at law or than obligations expressly set forth in equity against Seller for failure this Contract which specifically survive such termination). As to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to defects arising after the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording effective date of the Condominium Map creating Title Endorsement and survey defects arising after the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description date of the Unit and deliver Survey, Buyer shall be entitled to Purchaser, at least object thereto within five (5) business days before Closingafter becoming aware of such defect, but no later than the Commitment Closing Date, and Sellers shall have a reasonable time, not to exceed five (5) days, to elect the options set forth above upon the same conditions set forth above (unless such defect was caused by the act or failure to act of Sellers, in which event Sellers are obligated to cure same and the same shall be deemed to be a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final CommitmentRemovable Lien”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title and the Closing Date shall be extended to the Unit in Purchaserextent necessary, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Sellernot to exceed thirty (30) days, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5provide said additional time period.
Appears in 2 contracts
Sources: Contract of Purchase and Sale (Preferred Apartment Communities Inc), Contract of Purchase and Sale (Preferred Apartment Communities Inc)
Title. Title will be marketable in Seller warrants that they presently have title to said Property, and at the time of Closingthe sale is consummated agrees to convey marketable and insurable title in and to said Property to Purchaser by Limited Warranty Deed, subject only to (1) zoning ordinances affecting said Property, (2) all matters of record affecting said Property, (3) subdivision restrictions of record, and (4) all matters that would be shown on a current and accurate survey of said property, and (5) leases, other easements, other restrictions and encumbrances affecting the Property. Title marketability shall be determined in accordance with Applicable Law, as supplemented by the Title Standards of the State Bar of Association of the state in which the Property is located. Any defect in the title which does not impair marketability pursuant to said Title Standards, shall not constitute a valid objection on the part of the Purchaser; provided that the Seller furnishes any affidavits or other documents, if any, required by the applicable Title Standard to cure such defect. In the event leases are specified in this Contract, Purchaser agrees to assume Seller's responsibilities there under to the matters Tenant and to the Broker who negotiated such leases. If Seller is unable to convey title in the quality set forth in above, Purchaser shall have the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below option of either (the “Preliminary Report”)i) taking such title as Seller can give, the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount without abatement of the Purchase Price. If , or (ii) being repaid all moneys paid on account by Purchaser to Seller including ▇▇▇▇▇▇▇ Money held by Auctioneer; and, if Buyer elects to terminate the Commitment discloses the existence of any defects in titleagreement, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map there shall be no further liability or obligation by either of the Project parties hereunder and this Agreement shall become null and void and of no force or effect. A title report shall be provided to the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived Purchaser by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice Firm as identified in paragraph 8 of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defectsagreement. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least have five (5) days before Closing, from the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description receipt of the Unit title report in which to examine title and other reasonable adjustments to furnish Seller with a written statement of objections affecting the Commitment (the “Final Commitment”), which Final Commitment Purchaser acceptsinsurability of said title. The Final Commitment will commit If Seller fails or is unable to insure marketable satisfy valid title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust objections at or prior to Closing and that the closing or any unilateral extension thereof, which would prevent the Seller will take all action required by from conveying insurable title to the Property, then Purchaser, may terminate the Agreement without penalty upon written notice to Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser Insurable title as used herein shall mean title which a title insurance policy company licensed to do business in conformance with the Final Commitmentstate where the Property is located will insure, which title insurance policy will also include “owner’s extended coverage” subject only to standard exceptions and delete or insure over standard printed exceptions Nos. items (1-5.) through
Appears in 2 contracts
Sources: Auction Real Estate Sales Contract, Auction Real Estate Sales Contract
Title. 5.1 Title will to any material, equipment or other item to be marketable in Seller at provided or supplied by Supplier to WELL CLEANUP as part of the time of Closing, subject Supply shall pass to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown WELL CLEANUP on the Map date;
5.1.1 any such material, equipment or item is identified as a part of the Project. Seller, at its expense, will give Supply; or
5.1.2 payment with respect to Purchaser a title insurance commitment (the "Commitment") issued by a title company such item or relevant portions thereof is made; or
5.1.3 upon termination of the SellerAgreement for any reason; whichever of the foregoing shall first occur.
5.2 Supplier recognises WELL CLEANUP and/or End-user’s choice (the “Title Company”) to insure the ownership and title to the Unit in Purchaser's name for Supply and any and all WELL CLEANUP provided items, together with any document or item furnished by WELL CLEANUP to Supplier during the amount term of the Purchase Price. If Agreement.
5.3 Supplier shall not have the Commitment discloses right to withhold the existence of Supply as security for claims on WELL CLEANUP, even if the parties are in disagreement about payment.
5.4 Supplier guarantees that any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map part of the Project and the standard printed exceptions appearing in the Commitment, and such defects render Supply to which WELL CLEANUP holds title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required subject to attempt any lien, any sub-supplier’s retention of title or any other encumbrance. No such lien shall be granted by supplier during the performance or production of the Supply. Should any claim by Supplier or sub-suppliers or his affiliated companies be made against any part of the Supply, including but not limited to curean action for or against title, remove Supplier will defend such claim and take necessary actions to clear the title. Supplier also hereby agrees to defend, indemnify and hold WELL CLEANUP, End-user, WELL CLEANUP other suppliers or obtain WELL CLEANUP affiliated companies harmless from and against all losses, expenses or other consequences of any such claim.
5.5 Any item to which WELL CLEANUP holds title insurance protection against the exceptions; or (c) to accept title with all defects as shown and which remains in the Commitmentpossession of Supplier or any sub-suppliers of Supplier, without adjustment in shall be marked and otherwise identified by Supplier as being the Purchase Price. If Purchaser fails property of WELL CLEANUP and/or End-user and shall be stored and maintained separately from other property.
5.6 Supplier shall, upon WELL CLEANUP request, have its bank or other financial institution acknowledge to give timely notice of terminationWELL CLEANUP that there are no liens or encumbrances, Purchaser will be deemed to have elected to accept which would conflict with WELL CLEANUP title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5aforesaid.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement
Title. Title will be marketable in Within ten (10) days following the Effective Date, Purchaser shall obtain and provide to Seller at the time a copy of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below a title commitment (the “Preliminary ReportTitle Commitment”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice its choosing, licensed to do business in New Jersey (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of ), together with a statement specifying any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable which Purchaser objects (said defects being “Title Objection(s)” and the defects are not waived by said statement being "Purchaser, 's Statement"). Seller shall notify Purchaser must give Seller written notice of the title defects within seven ten (710) days after receipt of Purchaser's Statement whether Seller is unable to remedy any of the CommitmentTitle Objections. Thereafter, In the event Seller will have forty-five notifies Purchaser within ten (4510) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier receipt of Purchaser’s receipt of Seller’s notice of election Statement that it cannot to cure remove any one or the end more of the forty-five (45) day periodTitle Objections, Purchaser shall have the right to either (a) to waive the defect(s) and close title without abatement or reduction of the Purchase Price, or (b) terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because and obtain a refund of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable)entire Deposit, and upon such refund, except as expressly provided herein, neither party will Party shall have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Priceobligation hereunder. If Seller does not advise Purchaser fails of its inability to give timely notice remove any Title Objection within ten (10) days of terminationits receipt of Purchaser’s Statement, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording time being of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos)essence, Seller shall procure removal Title Objections prior to, and as a legal description of condition of, Closing. All encumbrances contained in the Unit Title Commitment which are not contained in Purchaser’s Statement, or which are contained in Purchaser’s Statement but Seller has declared it is unable to remedy and deliver to Purchaserwhich Purchaser has waived its objection as provided herein, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (are collectively the “Final CommitmentPermitted Encumbrances”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit All encumbrances created in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance connection with the Final Commitment, which title insurance policy will Development Approvals (as defined in Section 11) are also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Permitted Encumbrances.
Appears in 2 contracts
Sources: Redevelopment Agreement and Purchase and Sale Agreement, Redevelopment Agreement and Purchase and Sale Agreement
Title. Title will Seller shall convey to Buyer by general warranty deed (the "Deed"), and Buyer shall accept fee simple title to the Real Property and title to the other Property in accordance with the terms of this Agreement, and Buyer's obligation to accept said title shall be conditioned upon Buyer then being conveyed good and clear record and marketable in Seller at fee simple title to the time of ClosingReal Property, subject only to the matters set forth in Permitted Exceptions (as hereinafter defined) and the Preliminary issuance of the Buyer's Title Report delivered to Purchaser pursuant to Section 9.c below Policy (the “Preliminary Report”as hereinafter defined), provided that Buyer has satisfied all of its closing conditions necessary for the documents referred to in Section 9 below and those matters shown on the Map issuance of the ProjectBuyer's Title Policy (including, without limitation, payment of the Purchase Price). SellerAs promptly as possible after the date of this Agreement Seller shall, at its sole expense, will give to Purchaser a title insurance commitment obtain from LandAmerica Title Insurance Corporation, Boston NCS office, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, Esq. (the "Title Insurer") a Commitment For a TLTA T-1 Owner's Title Insurance Policy for the Real Property (when issued, the "Buyer's Title Policy") together with copies of all instruments and plans mentioned therein as exceptions to title (all of such items are hereinafter collectively referred to as the "Title Commitment") issued by a title company of the Seller’s choice (the “). The Title Company”) to insure the title to the Unit Commitment shall be in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to Price (as defined in Section 9 below, those matters shown on the final Map of the Project and the standard printed 2.1 hereof). Should such Title Commitment contain any title exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects which are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect acceptable to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by SellerBuyer, in its sole discretion, for Buyer may, prior to the expiration of the Inspection Period (as defined in Section 6.2 hereof), notify Seller in writing of such fact. If Buyer fails to so notify Seller of any unacceptable exceptions as described above, the exceptions set forth in Schedule B of the Title Commitment shall be deemed accepted by Buyer. If any exceptions are unacceptable to Buyer and Buyer timely notifies Seller in writing of such fact as above provided, Seller, in Seller's sole discretion, shall have thirty (30) days from the date Seller receives notice of such unacceptable exceptions to remove or cure such exceptions, except with respect to the Mortgage Liens (as hereinafter defined), which Purchaser will continue Seller shall satisfy and cause to be liable)removed or otherwise insured over at Closing with the proceeds from the Purchase Price. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any unacceptable exceptions, which Seller may so do in its sole discretion, unless Seller, within ten (10) days after receipt of written notice from Buyer, shall notify Buyer in writing that Seller will attempt to cure such unacceptable exceptions. If Seller fails or refuses to cure said unacceptable exceptions within the time period above provided, Buyer may (a) terminate this Agreement within ten (10) days after Seller gives notice, or is deemed to have given notice, that Seller refuses or is unable to cure such unacceptable exceptions and neither party will have any further obligations under this Agreement; the Deposit (as defined in Section 2.4) shall be returned to Buyer, or (b) with Seller's consentif Buyer fails to so terminate, Buyer shall be deemed to grant one or more additional periods of time within have waived such exceptions and accepted title to the Real Property subject thereto, in which Seller may but event there shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment no reduction in the Purchase Price. If Purchaser fails Buyer shall fail to give timely notice of termination, Purchaser will it shall be deemed to have elected to accept title as shown in option (a) above. Notwithstanding the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closingforegoing, Seller, at its expensecost, will cause shall be obligated to cure or remove by Closing all mortgages and deeds of trust against title to the Title Company to issue to Purchaser a title insurance policy Property (collectively, the "Mortgage Liens") and other monetary liens not exceeding $50,000 in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5aggregate.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Krupp Realty LTD Partnership Iv), Purchase and Sale Agreement (Krupp Realty LTD Partnership Vii)
Title. Title will be marketable in Seller at Regardless of the time method of Closingpayment and the status of the ownership registration, subject title to a purchased Vehicle does not pass to the matters set forth Buyer until payment in full has been made and the Preliminary Title Report delivered funds have actually been received by the Auction. Seller reserves ownership of the Vehicle, and title to Purchaser pursuant and ownership of the Vehicle will not transfer to Section 9.c below (Buyer until the “Preliminary Report”)sale price for the Vehicle has been paid in full to Auction for benefit of Seller. For example, if payment is made by uncertified cheque, title does not pass to the Buyer until the cheque has been honoured by the drawer’s bank. Notwithstanding the foregoing, the documents referred to Buyer assumes full liability and responsibility for all Vehicle Losses once it has been determined in Section 9 below accordance with the Auction Policies that the Buyer’s bid is the winning bid and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title all risks related to the Unit in Purchaser's name for the amount of the Purchase PriceVehicle shall be transferred to Buyer. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map purchase of the Project Vehicle is financed by any lender (a “Lender”) and the standard printed exceptions appearing in purchase price for the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts Vehicle is paid to Seller (via the Auction) by such Lender on behalf of Buyer (or by Buyer out of the proceeds of such financing), (i) Seller hereby assigns all of its rights under this Agreement will be returned contract, including its reservation of ownership, to Purchaser Lender, and Buyer consents to such assignment, (other than amounts paid because of changes ii) Buyer consents to the Plans publication of a reservation of ownership by Seller and Specifications requested by Purchaser and allowed of the assignment thereof to Lender, by Seller, in its sole discretion▇▇▇▇▇▇ or their representatives, for which Purchaser will continue (iii) Seller shall remain responsible as seller hereunder notwithstanding such assignment and shall indemnify and hold Lender harmless of any liability hereunder, and (iv) all terms and conditions of the loan and security agreement entered into or to be liable), entered into from time to time by ▇▇▇▇▇ and neither party will have any further obligations under this Agreement; (b) Lender shall be applicable hereto and the purchase price of the Vehicle shall be payable in accordance with Seller's consent, the provisions applicable to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Pricean advance made thereunder. If Purchaser fails to give timely notice the purchase of terminationthe Vehicle is not financed by any lender, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived Seller hereby assigns all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or its rights with respect to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title Vehicle to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser acceptsAuction. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released Auction can deduct any amounts owing by the Seller to Auction from any such deed amounts owing to Seller hereafter. ▇▇▇▇▇ and Seller waive all rights of trust at or prior to Closing set‐off against the Auction and that Seller will take all action required by Seller’s lender to accomplish each other in connection with any Vehicle sold through the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Auction.
Appears in 2 contracts
Sources: Terms and Conditions, Terms and Conditions
Title. Title to the Premises shall be good and marketable, fee simple title, free and clear of all liens, claims of adverse possession or prescriptive rights, easements, covenants, restrictions and other encumbrances which directly adversely impact upon the present use of the Premises ("Encumbrances") whatsoever, as shall be insurable as such at regular rates by title companies licensed to do business in the Commonwealth of Pennsylvania. Buyer shall have the sole but reasonable discretion to determine whether the title is acceptable to Buyer for the use set forth herein and such determination is an absolute condition precedent to Buyer's obligations hereunder, provided that Buyer informs Seller of any unacceptable title conditions ("Buyer's Objections") prior to the end of the due diligence period, exclusive of title conditions which arise subsequent to the due diligence period but prior to Settlement. Buyer shall perform its initial title examination within the due diligence period and at that time give a preliminary written notice to the Seller concerning the acceptability of title. A final title examination will be marketable in Seller at done prior to transfer of title. In the time of Closingevent, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”)however, the documents referred to in Section 9 below and those matters shown on the Map of the Project. SellerBuyer would determine that title is not acceptable, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Buyer shall timely provide Seller written notice of the title defects any defects, deficiency, clouds in said title, and Seller shall, within seven ten (710) days after receipt of Buyer's Title Objections, give written notice to Buyer ("Seller's Notice") stating whether Seller will cure all Buyer's Objections on or prior to the CommitmentClosing, or which of such objections Seller will refuse to cure. ThereafterIf Seller's Notice indicates that Seller refuses to cure any Buyer's Objection, then Buyer shall have the option to take title with the objectionable condition "as- is" or terminate this Agreement on written notice to Seller given within ten (10) days of receipt of Seller's Notice, in which event Escrow Agent shall refund the Deposit to Buyer, whereupon neither party shall have any further duty or obligation to the other. Seller shall at Closing, convey marketable title free and clear of all Buyer's Objections which Seller agreed in Seller's Notice Seller would cure. In addition, and notwithstanding anything to the contrary set forth in this Agreement, Seller will shall cure at or prior to Closing any Encumbrance which can be removed at time of Closing by payment of liquidated amount or by posting a bond, as well as any Encumbrance arising after the date of Buyer's delivery of Buyer's Objections and prior to the Closing Date, except for any of the foregoing arising from the acts or omissions of Buyer, its agents, contractors or employees. Seller shall not be obligated to cure non-liquidated Encumbrances (e.g., easements, covenants and restrictions) of record as of the date of Buyer's Objection and which Seller advises Buyer in Seller's Notice that Seller does not wish to cure. Seller shall have a period not to exceed forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defectsany Buyer's Objection to Buyer's reasonable satisfaction, and if necessary which may require ▇▇▇ appropriate extension of the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Date.
Appears in 2 contracts
Sources: Sale Agreement (Cedar Income Fund LTD /Md/), Sale Agreement (Cedar Income Fund LTD /Md/)
Title. Title Buyer(s) represents and warrants that Buyer(s) has read, received and approved copies of (1) a preliminary title report or commitment for the Property, (2) deed, covenants, conditions, restrictions, reservations, rights, rights of way and easements of record, if any, affecting the Property, and (3) any and all other matters disclosed in the preliminary title report. Buyer(s) covenants and agrees that Seller shall be under no obligation to (A) remove any title exception or defect identified in a title commitment or title report, (B) bring any action or proceeding or bear any expense whatsoever in order to enable Seller to convey title to the Property in accordance with this Agreement, or (C) otherwise make such title to the Property marketable and/or insurable. Any attempt by Seller to remove any such title exceptions and/or title defects will not impose an obligation upon Seller to remove those exceptions or defects. ▇▇▇▇▇(s) acknowledges that ▇▇▇▇▇▇’s title to the Property may be marketable in Seller at the time of Closing, subject to the matters court approval of foreclosure or to a mortgagor’s right of redemption. Unless otherwise set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary ReportKey Terms”), the documents referred to in Section 9 below providers of title and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment escrow/closing services (the "Commitment") issued by a title company of the Seller’s choice (the “Title CompanyClosing Agent”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed been designated by Seller, in its sole discretion, with Seller agreeing to pay the policy premium for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods a state-specific standard owner’s policy of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against (without endorsements).” In the exceptions; or (cevent that Buyer(s) to accept title with all defects as shown in has selected the CommitmentClosing Agent, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will Buyer(s) shall be deemed to have elected waived any obligation for Seller to accept pay the premium for a such state-specific standard owner’s policy of title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demandsinsurance, and causes of action at law or in equity against Seller ▇▇▇▇▇▇ agrees to be solely responsible for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such all title and interest will not pass to Purchaser until Closingclosing costs charged by Closing Agent. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketableIF, and that such recordings are permissibleFOR ANY REASON, SELLER DETERMINES IN ITS SOLE DISCRETION THAT IT IS UNABLE OR IT IS ECONOMICALLY NOT FEASIBLE TO CONVEY GOOD AND MARKETABLE TITLE TO THE PROPERTY AT CLOSING AND SUCH CLOSING DATE IS NOT EXTENDED OR OTHERWISE AMENDED IN THE SOLE AND ABSOLUTE DISCRETION OF SELLER AS SET FORTH ELSEWHERE IN THIS AGREEMENT, THEN SELLER MAY CANCEL THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT BY WRITTEN NOTICE TO BUYER(S) AND THE ESCROW AGENT. Promptly following the recording of the Condominium Map creating the Unit SUCH RIGHT TO CANCEL SHALL BE AN UNLIMITED RIGHT TO CANCEL. IN SUCH EVENT, ESCROW AGENT SHALL RETURN TO BUYER(S) (as applicableAS BUYER(S) SOLE AND EXCLUSIVE REMEDY) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT. UPON RETURN OF THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AS PROVIDED IN THIS SECTION, the first Condominium Map or the subsequent Supplemental Map for Stratos)THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL BE TERMINATED, Seller shall procure a legal description of the Unit and deliver to PurchaserAND BUYER(S) AND SELLER SHALL BE RELEASED FROM ANY FURTHER OBLIGATION, at least five (5) days before ClosingEACH TO THE OTHER, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5IN CONNECTION WITH THIS AGREEMENT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN.
Appears in 2 contracts
Sources: Auction and Retail Contract, Auction and Retail Contract
Title. Buyer shall have the right to review and approve ----- or disapprove, in its reasonable discretion, the legal description of the Land and any matters of title as disclosed by the following documents ("Title will Documents") to be marketable in Seller delivered to Buyer at Seller's sole cost and expense: a CLTA title commitment issued by Chicago Title Company (the time of Closing, subject "Title Company") with respect to the matters Property (the "Title Report"), together with legible copies of the underlying documents relating to the Schedule B exceptions set forth in such title commitment. Buyer acknowledges that Seller has caused the Preliminary Title Report delivered Company to Purchaser pursuant deliver the Title Documents to Section 9.c below (Buyer prior to the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the ProjectEffective Date. SellerBuyer has obtained, at its sole cost and expense, will a survey of each Property. Buyer has had until the Effective Date to give to Purchaser a title insurance commitment Seller and Escrow Holder written notice (the "CommitmentBuyer's Title Notice") issued by a title company of Buyer's disapproval or conditional approval of the legal description or any matters shown in the Title Documents or the survey. The failure of Buyer to give Buyer's Title Notice on or before the Effective Date shall be deemed to constitute Buyer's approval of the legal description and all of the Title Documents. If Buyer disapproves or conditionally approves any matters of title shown in the Title Documents, Seller shall give Buyer written notice (which shall hereinafter be referred to as "Seller’s choice 's Title Notice"), within three (3) days of its receipt of Buyer's Title Notice, of those matters of title disclosed on the “Title Company”Documents that have not been approved by Buyer pursuant to this Paragraph 7(a)(i) which Seller covenants and agrees to insure either eliminate from the Title Policy as exceptions to title to the Unit Property or to ameliorate to Buyer's satisfaction by the Closing Date as a condition to the Close of Escrow for Buyer's benefit. If Seller does not elect in PurchaserSeller's name for Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters as provided above, or if Buyer disapproves, in Buyer's reasonable discretion, Seller's Title Notice, then Buyer shall have the amount right, by a writing delivered to Seller and Escrow Holder within two (2) days of Buyer's receipt of Seller's Title Notice, to (A) waive its prior disapproval, in which event said disapproved matter(s) shall be deemed approved, or (B) terminate this Agreement and the Escrow created pursuant hereto, in which event the Deposit shall be immediately delivered to Seller, and this Agreement, the Escrow and the rights and obligations of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing parties hereunder shall be postponed accordinglyterminate. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with deliver Seller's consentTitle Notice, to grant one or more additional periods of time within which then Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected not to accept title as shown eliminate or ameliorate to Buyer's satisfaction any disapproved or conditionally approved matters set forth in Buyer's Title Notice on or before the Commitment and Close of Escrow. Notwithstanding anything to have waived the contrary contained in this Agreement, Buyer hereby disapproves all defects. Purchaser expressly relinquishes and waives any and all liens evidencing monetary encumbrances (other remedies, claims, demandsthan liens for non-delinquent real property taxes or assessments), and causes Seller agrees to cause all such liens to be eliminated at Seller's sole cost and expense (including all prepayment penalties and charges) prior to or concurrently with the Close of action at law Escrow. In the event any additional matters encumber the Property which are set forth in any amendment or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or a supplement to the Unit prior Title Documents ("Supplemental Title Documents"), Buyer shall give Seller and Escrow Holder written notice ("Buyer's Supplemental Title Notice") of Buyer's disapproval or conditional approval of any matters shown on the Supplemental Title Documents on or before the date which is three (3) business days after Buyer's receipt of the Supplemental Title Documents. Seller may elect to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title eliminate or ameliorate any disapproved or conditionally approved matters relating to the Unit unmarketableSupplemental Title Documents, and that Buyer may elect to waive its prior disapproval of such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map matters or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment terminate this Agreement in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance accordance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” time periods and delete or insure over standard printed exceptions Nos. 1-5provisions set forth herein.
Appears in 2 contracts
Sources: Purchase Agreement (Prentiss Properties Trust/Md), Purchase Agreement (Prentiss Properties Trust/Md)
Title. (a) Seller has caused Chicago Title will be marketable in Seller at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment Company (the "CommitmentTITLE COMPANY"), to furnish Purchaser a Commitment for Title Insurance (the "COMMITMENT") issued from the Title Company addressed to Purchaser covering (i) each Acquired Property and the Improvements and (ii) each Assumed Lease requested by Purchaser, pursuant to which the Title Company shall commit to issue to Purchaser an Owner's Policy of Title Insurance (the "TITLE POLICY"), together with legible copies of all instruments described in the Commitment evidencing defects in, exceptions or objections to or encumbrances upon title to each Acquired Property and the Improvements. Seller and Purchaser shall each bear one-half of all costs associated with the Commitment and Title Policy.
(b) Seller shall have provided Purchaser with a title company report of searches made of the Seller’s choice Uniform Commercial Code Records in jurisdictions determined by Purchaser in the name of Seller (the “Title Company”"UCC SEARCHES"), evidencing any Liens relating thereto granted by Seller. Seller and Purchaser shall each bear one-half of all costs associated with the UCC Searches.
(c) Purchaser shall have 15 business days following receipt of the later of the Commitment provided for in this SECTION 7.4 and the Survey provided for in SECTION 7.5 hereof to insure deliver to Seller its written objections to any matters reflected in the Commitment or the Survey. Any such matters which are not objected to by Purchaser within said 15 business days shall all be considered Permitted Encumbrances. Seller shall in good faith diligently work to have the title to the Unit in and survey exceptions raised by Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary ReportPermitted Encumbrances, cured or removed to the documents referred to in Section 9 below, those matters shown on the final Map reasonable satisfaction of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) 15 days after receipt Purchaser notifies Seller in writing of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable such exceptions or provide title insurance against the defects, and if necessary the Closing shall be postponed accordinglyobjections. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, satisfy such objections for any reason within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day such time period, Purchaser may either (ai) accept conveyance of title to terminate this Agreementthe Acquired Properties, the Improvements and the Assumed Leases subject to such uncured matters and proceed with the Closing contemplated herein (in which event all amounts paid such matters shall be deemed Permitted Encumbrances), or (ii) give written notice to Seller under electing to terminate this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5ARTICLE X hereof.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cornell Corrections Inc), Asset Purchase Agreement (Cornell Corrections Inc)
Title. Purchaser shall, at Purchaser’s expense, promptly order a commitment for an ALTA owner’s policy of title insurance issued by the Title Company (the “Title Commitment”). For a period of fifteen (15) days from the date that Purchaser receives both the Title Commitment and the Survey (defined below) in forms reasonably satisfactory to Purchaser (the “Review Period”), Purchaser shall examine the Title Commitment and Survey and notify Seller in writing of any objections that Purchaser has, in Purchaser’s sole discretion, to specific matters identified in the Title Commitment or Survey or of any requirements which must be satisfied, in Purchaser’s sole discretion (the “Title Objections”). Any matter identified in the Title Commitment or Survey to which Purchaser does not object within the Review Period shall be deemed to be permitted exceptions to the status of Seller’s title (the “Permitted Exceptions”). If, however, Purchaser timely notifies Seller of Title Objections, then Seller shall have ten (10) days within which to notify Purchaser whether Seller will cause the Title Objections to be marketable removed, corrected, remedied or insured over (by procuring appropriate endorsements, at Seller’s sole expense, to the Title Policy acceptable to Purchaser) to Purchaser’s reasonable satisfaction on or before Closing (defined below). If Seller does not give Purchaser notice of its election within such ten (10) day period, then Seller shall be deemed to have elected not to remedy, correct, remove or endorse over the Title Objections. If Seller elects to remedy, correct, remove or endorse over any of the Title Objections, then Seller shall use commercially reasonable efforts to remedy, cure, remove or endorse over the Title Objections. If Seller elects not to cure any Title Objections, or if Seller is unable to effect a cure of any such Title Objections on or prior to the expiration of the Investigation Period, then Purchaser shall have the right either (z) to proceed with the purchase and acquire the Property subject to such Title Objections (in Seller which case such Title Objections shall be Permitted Exceptions); or (ii) to terminate this Agreement by written notice to Seller, in which case the Deposit, and any interest accrued on the Deposit, shall be returned to Purchaser, and neither Party shall have any further rights, obligations or liability hereunder, except to the extent that any right, obligation or liability expressly survives the termination of this Agreement. Notwithstanding the foregoing, Seller, at its sole expense, shall be obligated at Closing to discharge or satisfy any and all liens, judgments and assessments on the time Property and remove from the public records any deed of trust, security interest or other monetary encumbrance affecting or encumbering the Property and which can be satisfied by monetary payment or otherwise at or prior to Closing, subject and failing the same, Purchaser shall be entitled to pay for and release such items and any amounts expended therefor shall be credited against the matters set forth in Purchase Price. In addition, with respect to any exception(s) first appearing on the Preliminary Title Report Commitment and/or Survey or any update thereto after the effective date of the Title Commitment and/or Survey delivered to Purchaser pursuant to Section 9.c below (the this Section, such additional exception(s) shall not be deemed to be a “Preliminary Report”), the documents referred to Permitted Exception” hereunder unless and until Purchaser has reviewed and approved same in Section 9 below and those matters shown on the Map of the Projectwriting. Seller, at its sole expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown shall remove all encumbrances that are placed on the final Map of Property by Seller after the Project and the standard printed exceptions appearing in the CommitmentEffective Date, and unless such defects render title to any portion of the Unit unmarketable and the defects are not waived encumbrances were reasonably approved by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (NOVONIX LTD), Purchase and Sale Agreement (NOVONIX LTD)
Title. Seller has provided Buyer with a copy of its existing title insurance policy for the Property. Seller has ordered from ▇▇▇▇▇▇▇ Title Guaranty Company (“Title Insurer”), and Buyer has received, a Commitment for Title Insurance for an ALTA Owner’s Form B Title Insurance Policy for the Property (with copies of all instruments listed as exceptions to title) (collectively, the “Commitment”). Buyer shall have until the expiration of the Inspection Period within which to examine said Commitment. If Buyer objects to any title encumbrances disclosed in the Commitment, Buyer shall, prior to the expiration of the Inspection Period, notify Seller in writing, specifying the objectionable title encumbrances (a “Title Notice”). If Buyer fails to timely give such notice specifying the objectionable title encumbrances, Buyer will be marketable in Seller at the time of Closing, subject deemed to have approved the matters set forth in the Preliminary Commitment (and all matters over which the Title Report delivered Insurer has agreed to Purchaser pursuant insure in the Commitment, Buyer having had the right to Section 9.c below (give a Title Notice with respect to any such matter over which the Title Insurer has agreed to insure in the Commitment), all of which shall be included in the “Preliminary Report”)Permitted Exceptions.” If Buyer timely gives such notice specifying objectionable title encumbrances, all matters set forth in the documents referred Commitment which are not objected to in Section 9 below and those Buyer’s notice (including all matters shown on over which the Map Title Insurer has agreed to insure in the Commitment, Buyer having had the right to give a Title Notice with respect to any such matter over which the Title Insurer has agreed to insure in the Commitment) will be included in the “Permitted Exceptions.” Seller may elect (but shall have no obligation whatsoever) to attempt to cure any title matters within thirty (30) days from receipt of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice Title Notice (the “Title CompanyCure Period”) ), in which event the Closing, if it otherwise is scheduled to insure occur earlier, shall be extended until the title to the Unit in Purchaser's name for the amount earlier of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven thirty (730) days after receipt of the CommitmentTitle Notice or five (5) business days after such matter is cured. ThereafterWithin five (5) business days after receiving Buyer’s Title Notice (the “Seller’s Title Notice Period”), Seller will have forty-five (45) days in which shall notify Buyer if Seller may elect intends to cure attempt to effectuate such cure. In the defects and render title marketable or provide title insurance against event that Seller gives notice during the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller’s Title Notice Period that Seller elects not to pursue a attempt to effectuate cure of the subject title matters, or title insurance as evidenced by a written if Seller fails to give notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after during the earlier of PurchaserSeller’s receipt Title Notice Period of Seller’s intention to attempt to effectuate such cure, then Buyer may, within two (2) business days after Seller’s notice, or if no notice of election not to cure or is given the end expiration of the forty-five (45) day periodSeller’s Title Notice Period, either (a) terminate this Agreement by notice to Seller, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not timely so terminate this Agreement, in Buyer shall be deemed to have waived objection to any such title matter (which event all amounts paid to Seller under this Agreement matters will be returned to Purchaser (other than amounts paid because of changes to included within the Plans Permitted Exceptions) and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) agreed to accept title with all defects as shown in the Commitmentsubject thereto, without adjustment reduction in the Purchase Price. If Purchaser In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to give timely notice actually effectuate such cure within the Title Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of terminationthe Title Cure Period, Purchaser will in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Title Cure Period, Buyer shall be deemed to have elected waived objection to any such title matter (which matters will be included within the Permitted Exceptions) and agreed to accept title as shown subject thereto, without reduction in the Commitment and to have waived all defectsPurchase Price. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action The foregoing notwithstanding: (A) at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements pay off any mortgage loans obtained by Seller, subject (B) Buyer shall have the right to give a Gap Notice as set forth below with respect to any filed mechanic’s lien not disclosed by the Title Insurer or known to Buyer prior to the standard printed expiration of the Inspection Period and terminate the Agreement on account thereof unless Seller elects to pay or bond off, or, for such liens of less than $100,000, cause the Title Insurer to insure over, the same (Seller having no obligation to do so), and (C) taxes will be paid and pro-rated as set forth in Section 8. Buyer may, prior to Closing, notify Seller in writing (a “Gap Notice”) of any title exceptions (i) raised by the Title Insurer between the expiration of the Inspection Period and Closing and (ii) not disclosed by the Title Insurer or otherwise known to Buyer prior to the expiration of the Inspection Period; provided that Buyer must notify Seller of such unacceptable exceptions within three (3) business days of being made aware of the existence of such exceptions. If Buyer sends a Gap Notice to Seller, Buyer and Seller shall have the same rights and obligations with respect to such notice and the exceptions deemed accepted by Purchaser set forth therein as apply to a Title Notice and the exceptions set forth therein pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5preceding paragraph.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Industrial Income Trust Inc.)
Title. Title will be marketable in Seller at the time of Closing, subject (a) Prior to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map expiration of the Project. SellerDue Diligence Period, at its expense, Buyer will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects any Title Objections as to each Location. Title Objections as to different Locations may be given by Buyer in one or more notices. Seller will then respond to Buyer in writing within seven ten (710) business days after receipt of each of Buyer’s notices of Title Objections indicating whether Seller elects to Remove the Commitmentsame. Thereafter, Failure of Seller will have forty-five to notify Buyer in writing within such ten (4510) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing business day period shall be postponed accordinglydeemed an election by Seller not to Remove such Title Objections. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue Remove one or more Title Objections as to a cure particular Location, then Buyer may either (i) send a Section 4 Notice to Seller with respect to such Location in which event the applicable provisions of Section 4 shall control or title insurance (ii) waive such Title Objections as evidenced by to such Location. Failure of Buyer to send a written notice Section 4 Notice to Purchaser, Purchaser, Seller as its sole remedy, may elect, within seven to such Location on or before the date that is five (75) business days after the earlier of PurchaserBuyer’s receipt of Seller’s notice of election not to cure or the end of the forty-five response (45) day period, either (a) to terminate this Agreementor, in which event all amounts paid the absence of a Seller response, failure of Buyer to send a Section 4 Notice to Seller under this Agreement will be returned as to Purchaser (other than amounts paid because such Location on or before expiration of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) business days before Closing, after the Commitment period in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments which Seller is permitted to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser respond pursuant to this Section above5(a)) shall be deemed an election by Buyer to waive such Title Objections as to such Location. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Encumbrance, which and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price with respect to such Title Objection. For purposes of this Section 5(a), the term “Location” shall include each Substitution Location so that the process with respect to Buyer’s Title Objections regarding Substitution Locations will proceed simultaneously with the process with respect to Buyer’s Title Objections regarding Locations generally, provided, however, a Substitution Location may not include be the subject of a Section 4 Notice unless and until the Substitution Location becomes a Location pursuant to Section 4.
(b) Notwithstanding anything in this Agreement to the contrary, Seller shall be obligated to Remove at Closing, to Title Company’s reasonable satisfaction, all Monetary Encumbrances regardless of whether Buyer objects to any deed of trust Monetary Encumbrances in favor of Seller’s lender, if anyits Title Objections. Seller specifically acknowledges and agrees will also be responsible to use commercially reasonable efforts to satisfy all requirements in Section 1 of Schedule B of the Title Commitments that the Unit must be released from require action by Seller regardless of whether Buyer makes reference to any such deed of trust Seller requirements in its Title Objections. Seller shall, at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, SellerRemove or cause to be Removed (i) any Title Objections which Seller elected in writing to Remove as provided above and (ii) all Monetary Encumbrances.
(c) Notwithstanding anything in this Agreement to the contrary, at its expenseBuyer reserves the right during the Due Diligence Period to review and approve all liens, will cause encumbrances, easements, covenants, conditions, restrictions and reservations affecting title to each Location, whether or not a matter of public record. If any of the same are first disclosed to or discovered after Buyer’s receipt of the Title Commitments, then Seller shall afford Buyer the opportunity to review and object to the same as provided by this Section 5. No Title Objection may be insured over or Removed of record by indemnification or similar arrangement with the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitmentwithout Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) At Closing, the Title Company will issue the Title Policies to Buyer insuring that fee simple title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5to each Location is vested in Buyer subject only to the Permitted Encumbrances.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Bob Evans Farms Inc), Purchase and Sale Agreement (Bob Evans Farms Inc)
Title. Title will be marketable in Seller at Purchaser shall have until the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map expiry of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice Inspection Period (the “Title CompanyReview Period”) to insure examine the title to and Survey of the Property and satisfy itself that the title to the Unit Property is good and free from all registered restrictions, charges, liens, and encumbrances except as otherwise specifically provided in Purchaser's name for this Agreement and subject to the amount of Permitted Encumbrances, and to give written notice to Seller (the Purchase Price. If the Commitment discloses the existence “Title Objection Notice”) of any defects in title, other than those set forth in objectionable matter or defect which affects the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice marketability or insurability of the title defects to the Property (the “Title Objections”). If Purchaser fails to deliver the Title Objection Notice prior to the expiration of the Title Review Period, Purchaser shall be deemed to have waived its right to make Title Objections. If Purchaser does give Seller timely notice of any Title Objections, Seller agrees to notify Purchaser within seven ten (710) days after following Seller’s receipt of the Commitment. Thereafter, Title Objection Notice as to whether Seller will have forty-five (45) days in which Seller may elect attempt to cure the defects and render title marketable or provide title insurance against the defects, and if necessary such Title Objections by the Closing Date (it being specifically acknowledged and understood that Seller shall have no obligation whatsoever to cure, remedy or otherwise cause any Title Objections to be postponed accordinglyremoved or insured over). If Seller fails to notify Purchaser within said ten (10) day period or Seller notifies Purchaser within said ten (10) day period that Seller does not intend to attempt to cure the defects any or provide title insurance after timely notice all of the defects Title Objections by the Closing Date, then Purchaser may as its sole and exclusive remedy either (i) waive its Title Objections and take title to the Property subject thereto pursuant to the remaining terms of this Agreement, or Seller elects not to pursue a cure or title insurance as evidenced (ii) terminate this Agreement by a giving written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven Seller prior to the expiration of such ten (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (4510) day periodperiod following receipt by the Seller of such Title Objection Notice. Further, either (a) to terminate this Agreement, in which event all amounts paid to if Seller under this Agreement will be returned to notifies Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which that Seller may but shall not be required intends to attempt to curecure the Title Objections by the Closing Date but Seller fails to cure such Title Objections by such date, remove or obtain title insurance protection against the exceptions; then Purchaser shall be entitled to exercise its option under subsection 7(b)(i) or (cii) to accept title with all defects as shown in above, provided that the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will option under subsection 7(b)(ii) above shall be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or exercised prior to the Unit prior to Closing and that such title and interest will not pass to Purchaser until ClosingDate. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording Upon any termination of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser this Agreement pursuant to this Section above7(b), which all Deposits shall not include any deed of trust in favor of Seller’s lenderbe refunded to Purchaser (after deducting the Review Fee), if any. Seller specifically acknowledges and agrees that Purchaser shall deliver the Unit must be released from any such deed of trust at or prior Confidential Information to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expenseand this Agreement shall be null and void and of no further force or effect with Purchaser and Seller having no further rights, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete obligations or insure over standard printed exceptions Nos. 1-5liabilities hereunder except as otherwise set forth herein.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.), Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Title. Title will shall be marketable issued to Buyer as OFFEROR and OFFEROR, husband and wife, as tenants by the entirety. Seller does not warrant title to the Property. Prior to closing, Seller, through Seller’s title insurance agency and at Seller’s expense, shall provide Buyer with a Preliminary Commitment for Title Insurance (“Preliminary Commitment”) relating to the Property. It is agreed that Buyer shall notify Seller, in writing, within FIFTEEN (15) days of the date of the Preliminary Commitment specifying any defect(s) in title. Seller shall, at its option, correct said defect(s) prior to the date of closing. If Seller intends but is unable to correct said defect(s) on or before the date of closing, at Seller’s option and upon written notice to Buyer on or before the date of closing, the date of closing shall be extended up to NINETY (90) days for the purpose of correcting said defect(s). If title cannot be made insurable or Seller declines to cure said defect(s), this Agreement shall terminate and all payments made by Buyer heretofore shall be returned to Buyer and Seller shall have no further liability to Buyer, or any third party, for the termination of the sale. It is agreed that Buyer shall have the option of waiving any defect in title and Seller shall not be liable for any damages by reason of said defect(s) in title. The failure of Buyer to identify any defect in title shall be deemed Buyer’s acceptance of and satisfaction with title. Title shall be delivered at the time of Closing, closing by Quitclaim Deed. The Owners’ Policy will be issued thereafter by the respective title agency. The sale provided for herein and the conveyance to be made hereunder shall be fully subject to all encumbrances, including but not limited to patents, easements, access to public waters, conditions, taxes, assessments, zoning regulations, rights-of-way, exceptions and restrictions of record and reservations of oil, petroleum, gas, coal, ore, minerals, fissionable materials, geothermal resources, fossils or other rights and interests gaseous, liquid and solid, in and under the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the ProjectProperty. Seller, at its expense, will give to Purchaser a ’s liability for defective title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days discovered after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing closing shall be postponed accordingly. If Seller fails limited to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts monies paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because towards the purchase of changes the Property up and to the Plans and Specifications requested by Purchaser and allowed by Sellerdate of said discovery. Seller shall have no further liability to Buyer, in its sole discretionor third party, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable defective title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 2 contracts
Sources: Purchase Agreement, Cash Sale Residential Purchase Agreement
Title. Title will be (a) Seller agrees to convey to TCF or a supporting organization thereof qualifying for bargain sale treatment under the Internal Revenue Code good and marketable in Seller fee simple title to the Real Property at the time Closing by special warranty deed.
(b) TCF shall have the right to obtain, at its sole cost and expense, a commitment for an owner's policy of Closingtitle insurance issued by Fidelity National Title Insurance Company (the "Title Company") having an insured amount equal to the Purchase Price (the "Title Commitment"). TCF will have from the date of this Agreement until 5:00 p.m. EDT on January 31, subject 2003 (as the same may be extended pursuant to paragraph 6 below, the "Inspection Period") to examine the title to the Real Property and furnish to Seller written notice of any objections to Seller's title to the Real Property, other than the matters set forth on Exhibit E attached hereto (the "Permitted Encumbrances"). Upon full execution this Agreement, Seller will make available to TCF, its contractors, agents and representatives copies of all maps and surveys in Seller's possession that relate to the Real Property. TCF shall also have the right to object to any title exceptions created or suffered between the date of the Title Commitment and the date of the Closing which do not constitute Permitted Encumbrances. Any title objections raised by TCF shall be provided on or before the expiration of the Inspection Period by written notice to Seller accompanied with a copy of that portion of the Title Commitment and all supplemental title documents evidencing and describing the nature of the title objection. Seller will have the right, but not the obligation, to cure or remove at or prior to the Closing all objections to Seller's title to the Real Property. In the event that TCF fails to give notice to Seller on or before the expiration of the Inspection Period of TCF's objection to any exception to Seller's title to the Real Property, such exception will be deemed to be a Permitted Encumbrance. In the event that TCF gives such notice of objection to any such exception and Seller fails or elects not to cure or remove such exception at or prior to the Closing, TCF, at its sole option, may elect either of the following:
(i) waive the objection and proceed to Closing; or
(ii) subject to the conditions set forth in Section 5(e) below, delete the portion of the Real Property subject to any such uncured or unremoved exception from the real property conveyed by Seller to TCF at Closing, and the Purchase Price will be reduced by an amount equal to the product of the number of acres contained within such deleted portion multiplied by the quotient of the Purchase Price divided by the acreage contained in the Preliminary Title Report delivered Real Property as determined in accordance with paragraph 4 above. Notwithstanding the foregoing, in the event TCF timely delivers its notice of objection to Purchaser any matter pursuant to Section 9.c below (the “Preliminary Report”this paragraph 5(b), the documents referred Closing, at Seller's election, shall be adjourned to the date which is twenty (20) days after the scheduled Closing Date to allow the parties adequate time to properly document the transactions contemplated hereunder.
(c) So long as this contract remains in Section 9 below and those matters shown on the Map force, Seller will not enter into any new lease, modify or renew any existing lease or encumber or convey all or part of the Project. SellerReal Property or any interest therein, at its expenseor enter into any agreement granting to any person any right with respect to the Real Property or any portion thereof, will give to Purchaser a title insurance commitment (without the "Commitment") issued prior written consent of TCF, which consent shall not be unreasonably withheld or delayed so long as such action by a title company Seller does not materially impair the value or TCF's contemplated use of the Seller’s choice Property.
(d) In the “Title Company”) to insure event the title to the Unit in Purchaser's name for the amount aggregate acres of those portions of the Purchase Price. If Property, if any, deleted from the Commitment discloses transactions pursuant to this paragraph 5 or paragraph 7 below, together with the existence acres of the Property destroyed or damaged prior to Closing, as determined in accordance with paragraph 8(b) below exceeds 256 acres, then either party may terminate this Agreement, whereupon Escrow Agent shall return the ▇▇▇▇▇▇▇ Money to TCF and no party hereto will have any defects in titlefurther rights, duties or obligations hereunder, other than those set forth in which expressly survive a termination hereof.
(e) The parties acknowledge that the Preliminary Report, deletion by TCF from the documents referred transaction of any real property pursuant to in Section 9 below, those matters shown on Paragraphs 5(b) or 7 hereof (the final Map "Excluded Acres") may require a subdivision of the Project such Excluded Acres from certain other tracts TCF intends to acquire at Closing. Seller shall retain at Closing such Excluded Acres and the standard printed exceptions appearing in the Commitment, and least amount of acreage contiguous with such defects render title Excluded Acres as is necessary to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue create a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, legal parcel for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be no subdivision is required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller "Additional Acres") and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and provisions of Paragraph 5(d), the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor Purchase Price will be reduced on account of Seller’s lender, if any. Seller specifically acknowledges and agrees that 's retention of the Unit must be released from any such deed Additional Acres by an amount equal to the product of trust at or prior to Closing and that Seller will take all action required the number of acres contained within the Additional Acres multiplied by Seller’s lender to accomplish the same. After quotient of the Closing, Seller, at its expense, will cause Purchase Price divided by the Title Company to issue to Purchaser a title insurance policy acreage contained in conformance the Real Property as determined in accordance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Paragraph 4 above.
Appears in 2 contracts
Sources: Contract for the Purchase and Bargain Sale of Property (Glatfelter P H Co), Contract for the Purchase and Bargain Sale of Property (Glatfelter P H Co)
Title. Buyer shall obtain, as soon as available after the Effective Date, a preliminary title report or commitment for the Real Property prepared by the Title will be marketable in Seller at the time Company together with copies of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of schedules to such report (collectively, the Project. Seller, at its expense, will give “Commitment”) showing the Title Company’s willingness to Purchaser issue a standard coverage owner’s title insurance commitment policy with the provision that Buyer may request an extended coverage owner’s title insurance policy on the Real Property so long as it provides the information and survey the Title Company may require to issue such extended policy. Buyer shall request that Title Company also deliver a copy of such Commitment to Seller. Buyer will have ten (10) business days after the "Commitment"later of receipt of
(a) issued the Commitment and (b) the Survey within which to examine the Commitment and notify Seller in writing of any exceptions which Buyer disapproves or other objections to title including exceptions for any liens or other matters to be satisfied by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase PriceSeller at Closing. If the Commitment discloses the existence Buyer fails to notify Seller within such ten (10) business day period of any defects in exceptions which Buyer disapproved or other objections to title, title will be deemed accepted.
8.1.1.1 If Buyer timely notifies Seller of specific disapproved exceptions or other than those set forth in the Preliminary Reportobjections to title within such ten (10) business day period, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven will have Ten (710) business days after receipt of the Commitment. Thereafter, Buyer’s notification of any disapproved exceptions or other objections to title in which to advise Buyer in writing that:
(i) Seller will have forty-five (45) days in which Seller may elect cause the disapproved exceptions or other objections to cure title to be removed or remedied or obtain appropriate endorsements to the defects and render title marketable Title Policy on or provide title insurance against the defects, and if necessary before the Closing shall Date; or
(ii) Seller will not cause the disapproved exceptions or other objections to title to be postponed accordingly. removed or remedied or cause appropriate endorsements to the Title Policy to be issued.
(iii) If Seller fails to cure does not notify Buyer of its election within the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven ten (710) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) business day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in not cause the Commitment and disapproved exceptions to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against be removed.
8.1.1.2 If Seller for failure elects to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title not cause the disapproved exceptions or other interest in objections to title to be removed or remedied or cause appropriate endorsement to the Unit prior Title Policy to Closing be issued, Buyer will have ten (10) business days after receipt of Seller’s notification to elect, as its sole remedy, to:
(i) Proceed with the purchase and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against acquire the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, Real Property subject to the standard printed disapproved exceptions and other objections to title without reduction in the exceptions deemed accepted Purchase Price; or
(ii) Cancel the Escrow and this Agreement by Purchaser pursuant written notice to this Section aboveSeller and Escrow Holder, in which shall not include case the ▇▇▇▇▇▇▇ Money Deposit and any deed interest that may have accrued on any portion thereof in Escrow before its release will be returned to Buyer and the charges of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue cancel Escrow, if any, will be shared equally by Seller and Buyer.
(iii) If Buyer does not give Seller notice of its election within ten (10) business days, Buyer will be deemed to Purchaser a have elected to proceed with this transaction pursuant to Section 8.1.1.2(i) above.
8.1.1.3 If Seller commits to remove any disapproved exception to title insurance policy or remedy any other objection to title and fails to do so by the expiration of the Due Diligence Period and the parties fail to negotiate an extension to the Due Diligence Period so that Seller can remove any disapproved exception or remedy such objection to title, Seller will be in conformance with default under this Agreement and Buyer may, at Buyer's election, terminate this Agreement, receive an immediate return of the Final Commitment▇▇▇▇▇▇▇ Money Deposit and any interest that may have accrued on any portion thereof in Escrow before its release, which and pursue its remedies as set forth in Section 19. Seller shall then be solely responsible for all charges of the Title Company to cancel Escrow and to cancel commitments for title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5insurance, if any.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement
Title. (a) If the Title will Commitment delivered by Seller under Section 2.1(a) above (or survey as provided below) contains exceptions other than the usual printed exceptions, and ad valorem real estate taxes for 2003 and subsequent years, or requirements other than the normal and customary requirements such as delivery and recordation of the deed from Seller and delivery of a Seller's affidavit, then the Purchaser may notify the Seller of Purchaser's objections to any such matters provided such notice is delivered to Seller within ten (10) business days after Purchaser's receipt of the Title Commitment (the "Title Objections"). Any title matters existing as of the Effective Date and reflected in the Title Commitment or Survey not timely objected to by Purchaser during the Feasibility Period shall become "Permitted Exceptions."
(b) Seller shall have a period of ten (10) business days after receipt of Purchaser's notice of Title Objections (or after notice of exceptions deemed to be marketable in Title Objections under Section 4.10 below) within which to notify Purchaser whether Seller at is willing to cure the time Title Objections. If Seller is unwilling to cure any Title Objections or fails to notify Purchaser of Closingits intentions, then Purchaser shall have the option of terminating this Agreement on or before the end of the Feasibility Period or of accepting title subject to the Title Objection. In the case of matters set forth in deemed to be Title Objections under Section 4.10 below, if Seller is unwilling to cure such Title Objections or fails to notify Purchaser of its intentions, Purchaser shall have five (5) business days within which to terminate this Agreement and have the Preliminary Title Report delivered Escrow Deposit immediately refunded to Purchaser pursuant by Escrow Agent, or to Section 9.c below accept title subject to such Title Objections. If Seller agrees to cure any Title Objection, then Seller shall have until Closing and, if necessary, Seller or Purchaser may extend Closing for up to thirty (30) days to effect such cure. If, after the “Preliminary Report”)exercise of due diligence, Seller fails or is unable to remove any such Title Objection, then Purchaser shall have ten (10) days after the documents referred expiration of Seller's period for curing the Title Objection within which to elect, at Purchaser's sole option, among the following alternatives:
i. Accept title to the Project in Section 9 below and those its then existing condition without any diminution of the Purchase Price; or
ii. Terminate this Agreement by written notice to Seller upon which the Escrow Deposit shall be refunded to Purchaser by Escrow Agent. If Purchaser elects (or is deemed to have elected) to accept title notwithstanding Title Objections, then all matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit not removed prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller acceptance shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5become "Permitted Exceptions."
Appears in 2 contracts
Sources: Assignment and Assumption of Agreement for Purchase and Sale of Property (Boston Capital Real Estate Investment Trust Inc), Assignment and Assumption of Agreement for Purchase and Sale of Property (Boston Capital Real Estate Investment Trust Inc)
Title. Title will be marketable in Seller Buyer may, at the time of ClosingBuyer’s cost and expense, subject obtain a complete title report or commitment with respect to the matters set forth in the Preliminary Title Report delivered Property (with copies of all instruments listed as exceptions to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment"title) issued by a title company of the Seller’s choice (the “Title CompanyCommitment”). Buyer shall promptly provide Seller with a copy of any title commitment or report obtained by Buyer. Buyer shall have until the expiration of the Inspection Period within which to examine said title report. If Buyer objects to any matters disclosed in the title report, Buyer shall, within said time period, notify Seller in writing, specifying the objectionable matters. In the event Buyer so notifies Seller of Buyer’s objection to any such matter, Seller may elect (but shall have no obligation whatsoever) to insure attempt to cure any such matters within thirty (30) days from receipt of such notice (the title “Title Cure Period”), in which event the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the Unit in Purchaser's name for the amount earlier of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven thirty (730) days after receipt of the Commitment. Thereafter, Seller will have forty-five such notice or ten (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (710) days after such matter is cured. Prior to the earlier expiration of Purchaserthe Inspection Period, Seller shall notify Buyer if Seller intends to attempt to effectuate such cure. If Buyer does not terminate this Agreement during the Inspection Period, Buyer shall be deemed to have waived objection to any such matter listed on Buyer’s receipt title report or commitment or which an examination of Sellerrecord title to the Property as of the effective date of such title report or commitment would have revealed, and agreed to accept title subject thereto, without reduction in the Purchase Price; provided that the foregoing shall not apply to any matters of record which were recorded by Seller prior to the effective date of such title report or commitment and which are not shown in Buyer’s Title Commitment or to matters which Seller is otherwise obligated to cure in accordance with the terms of this Agreement. In the event Seller gives such notice of election not its intention to attempt to effectuate such cure or and thereafter fails to actually effectuate such cure within the end of the forty-five (45) day periodTitle Cure Period, either (a) Buyer’s sole rights with respect thereto shall be to terminate this AgreementAgreement within two (2) business days after the expiration of the Title Cure Period, in which event the Deposit, and all amounts paid to Seller under this Agreement will interest earned thereon, shall be returned to Purchaser Buyer, provided that if Buyer does not so terminate this Agreement within two (other than amounts paid because 2) business days after the expiration of changes the Title Cure Period, Buyer shall be deemed to the Plans have waived objection to any such title matter and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) agreed to accept title with all defects as shown in the Commitmentsubject thereto, without adjustment reduction in the Purchase Price. If Purchaser fails Notwithstanding the foregoing, Seller shall cause all monetary and financing liens and encumbrances on the Property created by Seller (or expressly assumed by Seller in writing) and which may be cured by payment of a fixed sum (other than liens for non-delinquent real property taxes) to give timely notice be paid at Closing. Notwithstanding the foregoing, Buyer hereby waives objection to those certain Orders of terminationConditions recorded with the Norfolk County Registry of Deeds in Book 24252, Purchaser will be deemed to have elected Page 452 and in Book 24252, Page 471 and those certain Certificates of Compliance recorded in (i) Book 24273, Page 522, (ii) Book 24273, Page 526, (iii) Book 24273, Page 527 and (iv) Book 24273, Page 531 of said deeds, and agrees to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5thereto.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (KBS Real Estate Investment Trust, Inc.)
Title. Title will be marketable in Seller at During the time of ClosingInspection Period, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser shall procure a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase PricePrice covering the Property issued by the Title Company (the “Title Commitment”) and furnish a copy thereof to Seller. If Purchaser shall have until the Commitment discloses expiration of the existence of Inspection Period to object to any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title Title Commitment or Survey by written notice to Seller (“Title Objection Notice”). Purchaser may also object to any portion of the Unit unmarketable and the defects are not waived new matters thereafter revealed by Purchaser, Purchaser must give Seller written notice of the a title defects within seven update by subsequent Title Objection Notice to Seller. Within five (75) business days after receipt of the Commitment. ThereafterPurchaser’s Title Objection Notice, Seller will have forty-five shall either (45i) days in deliver written notice to Purchaser of any title or Survey objections which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure, or (ii) cure or title insurance satisfy such objections (or commence to cure or satisfy such objections as evidenced by a written notice long as Seller reasonably believes such objections may be cured or satisfied at least two (2) business days prior to Purchaser, Purchaser, as its sole remedy, may elect, within seven Closing). Within five (75) business days after the earlier of Purchaser’s receipt of Seller’s notice of election written notification that Seller elects not to cure a title or the end Survey objection, Purchaser may terminate this Agreement and receive a full refund of the forty-five ▇▇▇▇▇▇▇ Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such title or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (452) day periodbusiness days before the scheduled date of Closing, either (a) Purchaser shall have the right to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will case the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will shall have any further rights, obligations or duties under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Seller does cure or satisfy the objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser fails shall elect to give timely notice of terminationwaive, Purchaser will or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to have elected to accept title as shown in the Commitment and to have waived all defectsat Closing. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges covenants and agrees that Purchaser has no equitable title not to alter or other interest encumber in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render any way Seller’s title to the Unit unmarketable, and that such recordings are permissibleProperty after the date hereof. Promptly following Notwithstanding anything in this Agreement to the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos)contrary, Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include cause any deed of trust in favor of Seller’s lendertrust, if any. Seller specifically acknowledges and agrees that mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Unit must Property to be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the before Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (GLADSTONE LAND Corp), Purchase and Sale Agreement (GLADSTONE LAND Corp)
Title. Title will be marketable in Seller at To the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt best of Seller’s notice of election not to cure or the end knowledge after reasonable inquiry, including, without limitation, competent assessment of the forty-five (45) day periodapplicable UCC search in Assignor’s state of incorporation, either Seller, as assignee, has good and marketable title to all of the Purchased Assets. Seller sells, assigns, transfers and conveys the Purchased Assets to Buyer on an “AS IS” and “WHERE IS” basis, with no representations or warranties as to merchantability, fitness or use, provided, however, the Purchased Assets shall be free and clear of the Known Encumbrances as of the Closing. To Seller’s knowledge, all Known Encumbrances as to the Purchased Assets are set forth on Exhibit 1.1.
(a) to terminate this AgreementIT IS UNDERSTOOD AND AGREED THAT, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by SellerUNLESS EXPRESSLY STATED HEREIN, in its sole discretionSELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, for which Purchaser will continue to be liable)EXPRESS OR IMPLIED, and neither party will have any further obligations under this Agreement; WITH RESPECT TO THE PURCHASED ASSETS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(b) with Seller's consentBUYER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cureWHERE IS, remove or obtain title insurance protection against the exceptions; or WITH ALL FAULTS.” BUYER HAS NOT RELIED UPON AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS OR RELATING THERETO MADE OR FURNISHED BY SELLER OR ITS REPRESENTATIVES TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, EXCEPT AS EXPRESSLY STATED HEREIN. B▇▇▇▇ ALSO ACKNOWLEDGES THAT THE AGGREGATE CONSIDERATION REFLECTS AND TAKES INTO ACCOUNT THAT THE PURCHASED ASSETS ARE BEING SOLD “AS IS, WHERE IS, WITH ALL FAULTS.”
(c) to accept title with all defects as shown in the CommitmentBUYER ACKNOWLEDGES TO SELLER THAT BUYER WILL HAVE THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSING SUCH INSPECTIONS AND INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE PURCHASED ASSETS AND ITS ACQUISITION THEREOF. BUYER FURTHER WARRANTS AND REPRESENTS TO SELLER THAT BUYER WILL RELY SOLELY ON ITS OWN REVIEW AND OTHER INSPECTIONS AND INVESTIGATIONS IN THIS TRANSACTION AND NOT UPON THE INFORMATION PROVIDED BY OR ON BEHALF OF SELLER, without adjustment in the Purchase PriceOR ITS AGENTS, EMPLOYEES OR REPRESENTATIVES WITH RESPECT THERETO. If Purchaser fails to give timely notice of terminationBUYER HEREBY ASSUMES THE RISK THAT ADVERSE MATTERS, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defectsINCLUDING, BUT NOT LIMITED TO, LATENT OR PATENT DEFECTS, ADVERSE PHYSICAL OR OTHER ADVERSE MATTERS, MAY NOT HAVE BEEN REVEALED BY BUYER’S REVIEW AND INSPECTIONS AND INVESTIGATIONS.
(d) BUYER ACKNOWLEDGES THAT SOME OF THE PURCHASED ASSETS DESCRIBED IN EXHIBIT 1.2 MAY CONTAIN THIRD-PARTY INTELLECTUAL PROPERTY THAT MAY HAVE BEEN LICENSED BY ASSIGNOR OR OTHERWISE ACQUIRED BY ASSIGNOR. Purchaser expressly relinquishes and waives any and all other remediesSELLER MAY BE UNABLE TO TRANSFER INTELLECTUAL PROPERTY BELONGING TO A THIRD-PARTY WITHOUT THE EXPRESS WRITTEN CONSENT OF THAT THIRD-PARTY, claimsWHICH CONSENT SHALL NOT BE A CONDITION TO CLOSING UNDER THIS AGREEMENT. BUYER SHALL ACCEPT FULL RESPONSIBILITY FOR COMMUNICATING WITH ANY SUCH THIRD-PARTIES WHOSE INTELLECTUAL PROPERTY IS INCLUDED IN THE PURCHASED ASSETS TRANSFERRED HEREBY. BUYER SHALL PAY ANY LICENSING OR OTHER FEES, demandsCOSTS, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.EXPENSES OR CHARGES THAT MAY BE ASSOCIATED WITH USING ANY SUCH PURCHASED ASSETS
Appears in 2 contracts
Sources: Asset Purchase Agreement (Catheter Precision, Inc.), Asset Purchase Agreement (Catheter Precision, Inc.)
Title. Title will be marketable in Seller at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) Company to insure the title to the Unit in Purchaser's ’s name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project below and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the CommitmentCommitment (or receipt of any revised Commitment listing new exceptions to title). Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable)Purchaser, and neither party will have any further obligations under this Agreement; (b) with Seller's ’s consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no No equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment The deadlines set forth in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which 8 shall not include be extended for any deed of trust reason as described in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the sameSection 14.b below. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement
Title. Seller has provided Buyer with a copy of its existing title insurance policy for the Property. Buyer has ordered and received from ▇▇▇▇▇▇▇ Title Guaranty Company (“Title Insurer”) a Commitment for Title Insurance for an ALTA Owner’s Form B Title Insurance Policy, with leasehold endorsement, for the Property (with copies of all instruments listed as exceptions to title) (collectively, the “Commitment”). Buyer shall have until the expiration of the Inspection Period) within which to examine said Commitment. If Buyer objects to any title encumbrances disclosed in the Commitment, Buyer shall, prior to the expiration of the Inspection Period, notify Seller in writing, specifying the objectionable title encumbrances (a “Title Notice”). If Buyer fails to timely give such notice specifying the objectionable title encumbrances, Buyer will be marketable in Seller at the time of Closing, subject deemed to have approved the matters set forth in the Preliminary Commitment (and all matters over which the Title Report delivered Insurer has agreed to Purchaser pursuant insure in the Commitment, Buyer having had the right to Section 9.c below (give a Title Notice with respect to any such matter over which the Title Insurer has agreed to insure in the Commitment), all of which shall be included in the “Preliminary Report”)Permitted Exceptions.” If Buyer timely gives such notice specifying objectionable title encumbrances, all matters set forth in the documents referred Commitment which are not objected to in Section 9 below and those Buyer’s notice (including all matters shown on over which the Map Title Insurer has agreed to insure in the Commitment, Buyer having had the right to give a Title Notice with respect to any such matter over which the Title Insurer has agreed to insure in the Commitment) will be included in the “Permitted Exceptions.” Seller may elect (but shall have no obligation whatsoever) to attempt to cure any title matters within thirty (30) days from receipt of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice Title Notice (the “Title CompanyCure Period”) ), in which event the Closing, if it otherwise is scheduled to insure occur earlier, shall be extended until the title to the Unit in Purchaser's name for the amount earlier of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven thirty (730) days after receipt of the CommitmentTitle Notice or five (5) business days after such matter is cured. ThereafterWithin five (5) business days after receiving Buyer’s Title Notice (the “Seller’s Title Notice Period”), Seller will have forty-five (45) days in which shall notify Buyer if Seller may elect intends to cure attempt to effectuate such cure. In the defects and render title marketable or provide title insurance against event that Seller gives notice during the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller’s Title Notice Period that Seller elects not to pursue a attempt to effectuate cure of the subject title matters, or title insurance as evidenced by a written if Seller fails to give notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after during the earlier of PurchaserSeller’s receipt Title Notice Period of Seller’s intention to attempt to effectuate such cure, then Buyer may, within two (2) business days after Seller’s notice, or if no notice of election not to cure or is given the end expiration of the forty-five (45) day periodSeller’s Title Notice Period, either (a) terminate this Agreement by notice to Seller, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not timely so terminate this Agreement, in Buyer shall be deemed to have waived objection to any such title matter (which event all amounts paid to Seller under this Agreement matters will be returned to Purchaser (other than amounts paid because of changes to included within the Plans Permitted Exceptions) and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) agreed to accept title with all defects as shown in the Commitmentsubject thereto, without adjustment reduction in the Purchase Price. If Purchaser In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to give timely notice actually effectuate such cure within the Title Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of terminationthe Title Cure Period, Purchaser will in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Title Cure Period, Buyer shall be deemed to have elected waived objection to any such title matter (which matters will be included within the Permitted Exceptions) and agreed to accept title as shown subject thereto, without reduction in the Commitment and to have waived all defectsPurchase Price. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action The foregoing notwithstanding: (A) at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements pay off any mortgage loans obtained by Seller, subject (B) Buyer shall have the right to give a Gap Notice as set forth below with respect to any filed mechanic’s lien not disclosed by the Title Insurer or known to Buyer prior to the standard printed expiration of the Inspection Period and terminate the Agreement on account thereof unless Seller elects to pay or bond off, or, for such liens of less than $100,000, cause the Title Insurer to insure over, the same (Seller having no obligation to do so), and (C) taxes will be paid and pro-rated as set forth in Section 8. Buyer may, prior to Closing, notify Seller in writing (a “Gap Notice”) of any title exceptions (i) raised by the Title Insurer between the expiration of the Inspection Period and Closing and (ii) not disclosed by the Title Insurer or otherwise known to Buyer prior to the expiration of the Inspection Period; provided that Buyer must notify Seller of such unacceptable exceptions within three (3) business days of being made aware of the existence of such exceptions. If Buyer sends a Gap Notice to Seller, Buyer and Seller shall have the same rights and obligations with respect to such notice and the exceptions deemed accepted by Purchaser set forth therein as apply to a Title Notice and the exceptions set forth therein pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5preceding paragraph.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Industrial Income Trust Inc.)
Title. Title will A. Purchaser agrees to promptly order a commitment for title insurance from Escrow Agent. Purchaser shall have until the end of the Due Diligence Period to notify Seller in writing of any objections it may have to said title commitment, otherwise Purchaser shall be marketable deemed to have waived any objections it may have to Seller's title to the Premises and shall be required to close on its acquisition of the Premises without offset or abatement. Purchaser agrees to take title if insurable by Escrow Agent at standard premiums and subject only to the Permitted Exceptions (hereafter defined). If Purchaser shall timely notify Seller of a defect in Seller's title, then Seller shall have the option of either terminating this Contract of Sale (in which event the Downpayment with interest thereon shall be returned to Purchaser and the parties shall have no other liability to each other) or to attempt to cure such defect(s). Seller shall be entitled, at its option, to extensions of the Closing Date (hereafter defined) for up to ninety (90) days in the aggregate to attempt to cure such defect(s). If Seller shall have elected to attempt to cure such defects and should Seller not cure such defect(s) regardless of the reason, then Purchaser shall have the option (exercisable within ten (10) days of Seller's notification thereof to Purchaser), to close on its purchase of the Premises in accordance with the terms hereof with no abatement or offset. If Purchaser shall not have timely exercised its option set forth in the preceding sentence, then this Contract of Sale shall terminate, the Downpayment together with interest thereon shall be returned to Purchaser and the parties shall have no other liability to each other. Purchaser shall have three business (3) days following its receipt of a continuation report (but in no event later than and the Closing Date shall be extended as necessary to accommodate such 3-business day period) to notify Seller of any new title defects raised thereby which did not exist at the time of Closing, the issuance of the initial title commitment and the provisions above of this Paragraph shall apply in respect of such new title defects.
B. The Premises are sold subject to the matters set forth following (collectively, the "Permitted Exceptions"):
(1) All covenants, restrictions, easements and agreements of record now on the Premises provided same do not render the Premises unusable for the purposes for which the Premises is currently used,
(2) All liens for unpaid municipal charges (including taxes) not yet due and payable,
(3) The state of facts which would be shown by a current survey or inspection of the Premises,
(4) Encroachments and projections of walls, foundations, ▇▇▇▇▇▇, cellar steps, areas, cornices, trim or other improvements or installations onto the Premises or from the Premises onto adjoining property or beyond applicable restrictions; party walls and party wall rights; variations between the record lot lines of the Premises and those shown on the tax map and consents for the erection and maintenance of any structures on, under or above any streets, or roads in front of or adjoining the Preliminary Title Report delivered Premises, and
(5) Such other items that will not make the Premises unusable or unmarketable for the purposes for which the Premises is currently used.
C. Purchaser agrees to Purchaser pursuant to Section 9.c below accept a limited warranty deed (or the local equivalent), in form satisfactory for recording (the “Preliminary ReportDeed”), for the documents referred to in Section 9 below and those matters shown on the Map sale of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Premises.
Appears in 2 contracts
Sources: Contract of Sale (BRT Realty Trust), Contract of Sale (BRT Realty Trust)
Title. Title will be marketable in Seller at CLIENT AGREES THAT ANY EFFORTS BY CERANET TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY CERANET WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. CLIENT FURTHER AGREES THAT CERANET SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF CERANET WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. MODIFICATIONS MADE TO CLIENT'S WEB SITE BY CLIENT OR ANY THIRD PARTY VOIDS ANY REMAINING EXPRESS OR IMPLIED WARRANTIES. Some jurisdictions do not permit the time exclusion or limitation of Closingliability for consequential or incidental damages, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”)and, the documents referred to in Section 9 below and those matters shown on the Map of the Project. Selleras such, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any some portion of the Unit unmarketable and the defects are above limitation may not waived by Purchaserapply to Client. In such jurisdictions, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of PurchaserCeraNet’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes liability is limited to the Plans and Specifications requested greatest extent permitted by Purchaser and allowed by Sellerlaw. The parties expressly recognize that CeraNet does not operate, in its sole discretioncontrol or endorse any information, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one products or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against services on the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketableInternet, and that any entities that do offer such recordings information, products or services are permissiblenot affiliated with CeraNet. Promptly following CeraNet does not make any express or implied warranties, representations or endorsements TO CLIENT OR ANY THIRD PARTY whatsoever with regard to any information, products or services provided through CERANET AND OBTAINED OR CONTRACTED OVER the recording of the Condominium Map creating the Unit (as applicableInternet, the first Condominium Map or the subsequent Supplemental Map for Stratos)including, Seller shall procure a legal description of the Unit and deliver to Purchaserwithout limitation, at least five (warranties of: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1ACCURACY; 6) NON-5.INFRINGEMENT; 7) QUIET ENJOYMENT; AND 8)
Appears in 2 contracts
Sources: Service Agreement, Service Agreement
Title. Title will be marketable to and risk of loss of the Tugs shall pass to Buyer upon the delivery to and acceptance by Buyer of the Tugs in Seller at accordance with the time terms of Closingthis Contract; provided, subject however, that Builder hereby grants to Buyer a first priority security interest in each Tug to the matters set forth in extent of progress payments made by Buyer pursuant to Article II hereof. Until such time as the Preliminary Title Report Tugs are delivered to Purchaser pursuant and accepted by Buyer, title to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map risk of loss of the Project. SellerTugs shall remain with Builder; provided however, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company that upon passing of the Seller’s choice (the “Title Company”) to insure the title to Buyer, Builder shall retain a first priority security interest in each Tug to the Unit in Purchaser's name extent it has not been paid under this Contract for work and materials pertaining to the amount of the Purchase Priceparticular Tug. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred Title to in Section 9 below, those matters shown on the final Map of the Project all scrap and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion material that is surplus to the requirements of the Unit unmarketable this Contract shall vest in Builder, except for title to all of Buyer’s Supplies shall at all times remain with Buyer. Builder agrees to execute and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect deliver to cure the defects Buyer such further agreements and render title marketable assignments or provide title insurance against the defectsother instruments, and if to do all such other things as Buyer may reasonably deem necessary or appropriate to assure to Buyer the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice perfection and priority of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations security interests under this Agreement; (b) with Seller's consent. BUILDER HEREBY AUTHORIZES BUYER TO AUTHENTICATE AND FILE UCC FINANCING STATEMENTS AND AMENDMENTS DESCRIBING THE COLLATERAL. BUILDER FURTHER APPOINTS BUYER OR ITS ASSIGNEE AS ITS TRUE AND LAWFUL ATTORNEY IN FACT, to grant one or more additional periods IRREVOCABLY AND COUPLED WITH AN INTEREST, TO EXECUTE AND FILE ON [****] Confidential Treatment BEHALF OF BUYER ALL UCC FINANCING STATEMENTS WHICH IN BUYER’S SOLE BUT REASONABLE DISCRETION ARE NECESSARY OR PROPER TO SECURE BUYER’S INTEREST IN THE TUGS IN ALL APPLICABLE JURISDICTIONS. BUYER SHALL PERMIT BUILDER A REASONABLE TIME TO REVIEW AND COMMENT ON UCC FILINGS PRIOR TO FILING. Builder is responsible for payment of time within which Seller may but all contractors hired by Builder for completion of the Tugs. Builder shall not be required to attempt to cure, remove or obtain title insurance protection indemnify and hold Buyer harmless from claims by Builder’s contractors made directly against the exceptions; Tugs or (c) Buyer. Prior to accept title with all defects as shown Delivery, Builder shall obtain and provide to Buyer Waivers of Lien substantially in the Commitment, without adjustment form contained in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant Exhibit E to this Section above, Agreement from each of Builder’s subcontractors and vendors which shall not include any deed perform work or provide material the aggregate value of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5exceeds $ 200,000 per Tug.
Appears in 1 contract
Title. Title will The Leased Premises shall be marketable in Seller at conveyed free and clear of all liens, restrictions, encumbrances, and easements, except for building and zoning ordinances, taxes not then due and payable, governmental regulations affecting the time Leased Premises, liens and encumbrances caused soley by Lessee's use and occupancy of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below Leased Premises and those matters restrictions and easements of record that are shown on the Map List of Permitted Exceptions attached hereto as Exhibit "B" and that do not materially interfere with the use of the ProjectLeased Premises in the manner in which the Leased Premises are then being used by Lessee. SellerTitle to the Leased Premises shall be good, at its expense, will give to Purchaser marketable and insurable as such by a reputable title insurance commitment (company licensed to do business in the "Commitment") issued by a title company State of the Seller’s choice (the “Title Company”) to insure the title to the Unit in PurchaserNew Jersey at Lessee's name for the amount of the Purchase Priceexpense. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred Lessor is unable to in Section 9 below, those matters shown give good and marketable title on the final Map of the Project and the standard printed exceptions appearing Closing Date as required in the Commitmentthis Section 20, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller Lessee may elect to cure terminate its commitment to purchase the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely Leased Premises (provided Lessee has given Lessor notice of all title objections on or before the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven date which is thirty (730) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end date of the forty-five (45Purchase Notice), or may purchase the Leased Premises with such title as Lessor is able to give with no reduction in the purchase price, unless Lessor's inability to give title as required in this Section 20(d) day periodis due to liens or other title objections reasonably ascertainable in amount. In this event, either (a) Lessee shall have the option of taking such defective title with a deduction from the purchase price equal to the cost of satisfying said liens or other objections. In the event that Lessee elects to terminate its commitment to purchase the Leased Premises as the result of Lessor's inability to convey title in accordance with this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liableSection 20(d), and neither party will shall have any further obligations liability or obligation to the other under this Agreement; (b) with SellerSection 20. From and after the date of Lessee's consentPurchase Notice, to grant one or more additional periods of time within which Seller may but Lessor shall not be required to attempt to cure, remove further encumber or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render impair title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Leased Premises.
Appears in 1 contract
Title. Title will be marketable in Seller at the time of (a) At Closing, subject Seller shall convey fee simple title to the matters set forth in Real Property to Buyer or its designee by delivery of the Preliminary Deed (as hereinafter defined). Title Report delivered to Purchaser pursuant to Section 9.c below shall be good and marketable, and shall be insurable as such at regular rates by the Title Company, free of all liens, encumbrances, leases or other rights or occupancies and title company exceptions, except those liens and other encumbrances (the “Preliminary Report”), the documents referred "Permitted Exceptions") to which Buyer has not objected in Section 9 below and those matters shown on the Map writing within thirty (30) days of the Projectdate of this Agreement. Any monetary liens or encumbrances other than the Permitted Exceptions shall be removed by the Seller, at its Seller’s expense, will give prior to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title Closing. Subsequent to the Unit in Purchaser's name for the amount execution of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, Seller shall not further encumber the Real Property in which event all amounts paid any fashion whatsoever without the written approval of Buyer. Seller shall deliver to Seller under this Agreement will be returned to Purchaser (other than amounts paid because Buyer copies of changes any title reports, data or surveys in its possession related to the Plans and Specifications requested by Purchaser and allowed by Seller, in Real Property simultaneous with its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under execution of this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until At Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description deliver exclusive possession and occupancy of the Unit and Real Property. Buyer shall deliver to Purchaser, at least Seller within thirty (30) days from the date of this Agreement a copy of its title report together with a written list of all objections thereto. Seller shall have a period of five (5) days before from receipt of such objections to advise Buyer in writing whether Seller shall have the objections removed or cured prior to Closing. Seller’s failure to notify Buyer within the stated time period shall be deemed Seller’s election not to cure. If Seller is unwilling to remove or cure the objections prior to Closing, Buyer shall have five (5) days thereafter to either: (a) terminate its obligation hereunder and receive the Commitment Deposit whereupon this Agreement shall be null and void (except for the indemnity provisions set forth in Paragraph 9(a) which shall survive such termination) and neither party shall have any further liability hereunder; or (b) agree to accept such title as Seller agrees to deliver at Closing. At Closing, Seller shall deliver a revised Bargain and Sale Deed with Covenants Against Grantor's Acts, in proper recordable form, reflecting duly-executed and acknowledged by Seller (the applicable recorded Map"Deed"), Declarationan Affidavit of Title and such other documents (including, the final legal description but not limited to, Assignment of Special Declarants Rights, ▇▇▇▇ of Sale, Assignment of Plans (which shall include consents of the Unit engineers and other reasonable adjustments to the Commitment (the “Final Commitment”architects), Governmental Approvals and Outstanding Agreements (as hereinafter defined), and an Closing Agreement confirming and ratifying the representations and warranties set forth herein)) which Final Commitment Purchaser accepts. The Final Commitment will commit shall be reasonably required by Buyer, its counsel, and/or the Title Company.
(b) If Seller is unable to insure marketable convey title to the Unit Real Property in Purchaseraccordance with the requirements of paragraph 6(a) above, Buyer shall have the option (i) of taking such title to the Real Property as Seller can convey, with abatement of the Purchase Price to the extent of any liens and encumbrances of a fixed or ascertainable amount as set forth in the title report or (ii) of terminating Buyer’s obligations under this Agreement and being repaid the Deposit, together with the amount of all charges incurred by Buyer for searching title, and upon payment of these amounts, this Agreement shall be null and void and neither party shall have any obligations hereunder (except for the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, indemnity provisions set forth in Paragraph 9(a) which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any survive such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5termination).
Appears in 1 contract
Sources: Agreement of Sale (Rottlund Co Inc)
Title. Title will be marketable in Seller at the time to all of ClosingWRB’s Commodities received, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitmentstored, and such defects render title to any portion of the Unit unmarketable and the defects are not waived handled by PurchaserCarrier shall remain at all times in WRB’s name. However, Purchaser must give Seller with Carrier’s prior written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either HN\1123435.2
(a) Payment of the amount(s) identified on each Monthly statement shall be due, without discount, on the later of (i) two Business Days after such Monthly Statement is received and (ii) the 22nd Day of the Month in which such Monthly statement is received, provided that if such Day is not a Business Day, then such payment shall be due, without interest, on the next Business Day. Payments not paid by the due date shall bear interest at the rate of the lesser of one and a half percent (1.5%) per Month and the maximum rate allowed by Law for each Month or portion of a Month thereafter during which such amount remains unpaid.
(b) All payments shall be made to terminate Carrier by automated clearing house to an account specified by Carrier from time to time, provided that as long as Carrier is an affiliate of WRB’s Operator, Carrier and WRB may settle WRB’s financial obligations to Carrier through WRB’s Operator’s normal interaffiliate settlement processes. Any bank charges incurred by WRB in remitting funds by automated clearing house shall be for WRB’s account. Acceptance by Carrier of any payment from WRB for any charge or service after termination or expiration of this AgreementAgreement shall not be deemed a renewal of this Agreement or a waiver by Carrier of any default by WRB hereunder.
(c) If WRB reasonably disputes any Monthly statement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because whole or in part, WRB shall promptly notify Carrier in writing of changes the dispute and shall pay the undisputed portion according to the Plans terms of this Section 8.02, and Specifications requested shall promptly seek to resolve the dispute including, if necessary, by Purchaser and allowed by Sellerarbitration as provided in Section 21.01. An arbitral panel may award reasonable interest on any unpaid amount determined to have been due to Carrier but withheld in good faith. consent, WRB may allow a third party to store Commodities in its sole discretionthe Tanks. In such event, for which Purchaser WRB will continue to be liableliable for all obligations and requirements set forth in this Agreement with respect to such third party Commodities as if such Commodities were owned by WRB (including payment of fees with respect thereto), WRB will be liable for all acts and neither omissions of the third party will have any further obligations to the same extent that WRB is liable for its own acts and omissions under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or the third party shall warrant in equity against Seller for failure a writing acceptable to deliver marketable title. Purchaser acknowledges and agrees Carrier that Purchaser it has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketableall Commodities received, stored and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium handled on its behalf by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser Carrier pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Agreement.
Appears in 1 contract
Title. Title will be marketable in Seller at During the time of ClosingInspection Period, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser shall procure a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase PricePrice covering the Property issued by the Title Company (the “Title Commitment”) and furnish a copy thereof to Seller. If Purchaser shall have until the Commitment discloses expiration of the existence of Inspection Period to object to any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title Title Commitment or Survey by written notice to Seller (“Title Objection Notice”). Purchaser may also object to any portion of the Unit unmarketable and the defects are not waived new matters thereafter revealed by Purchaser, Purchaser must give Seller written notice of the a title defects within seven or survey update by subsequent Title Objection Notice(s) to Seller. Within five (75) business days after receipt of the Commitment. Thereaftera Purchaser’s Title Objection Notice, Seller will have forty-five shall either (45i) days in deliver written notice to Purchaser of any title or Survey objections which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure, or (ii) cure or title insurance satisfy such objections (or commence to cure or satisfy such objections as evidenced by a long as Seller reasonably believes such objections may be cured or satisfied at least two (2) business days prior to Closing). In the event that Seller does not deliver written notice to PurchaserPurchaser of any title or Survey objections which Seller elects not to cure within such five (5) day period, Purchaser, as its sole remedy, may elect, within seven Seller shall be deemed to have elected to not cure all such objections. Within five (75) business days after the earlier of Purchaser’s receipt of Seller’s notice of election written notification that Seller elects not to cure a title or the end Survey objection, Purchaser may terminate this Agreement and receive a full refund of the forty-five ▇▇▇▇▇▇▇ Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such title or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (452) day periodbusiness days before the scheduled date of Closing, either (a) Purchaser shall have the right to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will case the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will shall have any further rights, obligations or duties under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Seller does cure or satisfy the objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser fails shall elect to give timely notice waive, or which is otherwise acceptable to Purchaser, shall be deemed an additional 001/16597.001/EscrowPhase1/PSA5.1(hhb) Permitted Exception to title at Closing. Seller covenants and agrees not to alter or encumber in any way Seller’s title to the Property after the date hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall cause any deed of terminationtrust, Purchaser mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Property to be released at or before Closing provided that, any such obligations actually satisfied and released by application of Purchaser’s funds at the Closing will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action been cured by Seller at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit least two (2) business days prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior a justification for Purchaser to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5terminate this Agreement.
Appears in 1 contract
Title. Title will be marketable in Seller at During the time of ClosingInspection Period, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser shall procure a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase PricePrice covering the Property issued by the Title Company (the “Title Commitment”) and furnish a copy thereof to Seller. If Purchaser shall have until the Commitment discloses expiration of the existence of Inspection Period to object to any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title Title Commitment or Survey by written notice to Seller (“Title Objection Notice”). Purchaser may also object to any portion of the Unit unmarketable and the defects are not waived new matters thereafter revealed by Purchaser, Purchaser must give Seller written notice of the a title defects within seven update by subsequent Title Objection Notice(s) to Seller. Within five (75) business days after receipt of the Commitment. Thereaftera Purchaser’s Title Objection Notice, Seller will have forty-five shall either (45i) days in deliver written notice to Purchaser of any title or Survey objections which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure, or (ii) cure or title insurance satisfy such objections (or commence to cure or satisfy such objections as evidenced by a long as Seller reasonably believes such objections may be cured or satisfied at least two (2) business days prior to Closing). In the event that Seller does not deliver written notice to PurchaserPurchaser of any title or Survey objections which Seller elects not to cure within such five (5) day period, Purchaser, as its sole remedy, may elect, within seven Seller shall be deemed to have elected to not cure all such objections. Within five (75) business days after the earlier of Purchaser’s receipt of Seller’s notice of election written notification that Seller elects not to cure a title or the end Survey objection, Purchaser may terminate this Agreement and receive a full refund of the forty-five ▇▇▇▇▇▇▇ Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such title or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (452) day periodbusiness days before the scheduled date of Closing, either (a) Purchaser shall have the right to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will case the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will shall have any further rights, obligations or duties under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Seller does cure or satisfy the objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser fails shall elect to give timely notice waive, or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to title at Closing. Seller covenants and agrees not to alter or encumber in any way Seller’s title to the Property after the date hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall cause any deed of terminationtrust, Purchaser mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Property to be released at or before Closing provided that, any such obligations actually satisfied and released by application of Purchaser’s funds at the Closing will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action been cured by Seller at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit least two (2) business days prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if anybe a justification for Purchaser to terminate this Agreement. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.-8-
Appears in 1 contract
Sources: Agreement of Purchase and Sale (GLADSTONE LAND Corp)
Title. Title will be marketable in No later than three (3) business days following the Effective Date, Seller at the time of Closing, subject shall deliver to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at Buyer for its expense, will give to Purchaser review a title insurance commitment (or preliminary title report) covering the "Commitment") Property issued by a title company of the Seller’s choice Title Company (the “Title CompanyCommitment”). Seller has previously delivered or made available to Buyer for its review, an existing plat of survey of the Property in Seller’s possession (the “Existing Survey”). If Buyer so elects, Buyer may order an update of the Existing Survey (the “Updated Survey”) to insure at Buyer’s sole cost. Buyer shall have until 5:00 p.m. Eastern Standard Time on the title date that is five (5) business days before the Due Diligence Expiration Date (the “Title Review Deadline”) for examination of the Title Commitment and the Existing Survey (or the Updated Survey if obtained by Buyer prior to the Unit Title Review Date) and the making of any objections thereto, said objections to be made in Purchaser's name for writing (the amount “Objections”) and delivered to Seller on or before the Title Review Deadline. If Buyer shall have obtained an Updated Survey prior to the Title Review Deadline, such Updated Survey shall be the “Survey,” as hereinafter described; otherwise, the Existing Survey shall be the “Survey,” as hereinafter described . Buyer shall be deemed to have accepted all exceptions to the Title Commitment and the form and substance of the Purchase PriceSurvey, except only for matters expressly objected to in a written notice delivered to Seller on or before the Title Review Deadline. If any objections to the Title Commitment discloses or Survey are properly made on or before the existence of any defects in titleTitle Review Deadline, other than those set forth in Seller shall have the Preliminary Reportright, but not the documents referred obligation (except with respect to in Section 9 the Mandatory Cure Items, as described below), those matters shown on or before the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven date that is five (75) business days after receipt of the Commitment. ThereafterObjections (the “Seller Cure Date”), Seller will have forty-five (45) days in which Seller may elect to cure such Objections (by removal or by endorsement or other method reasonably acceptable to Buyer) or to agree in writing to cure same prior to Closing. If the defects and render title marketable Objections are not so cured by Seller (or provide title insurance against agreed to be cured by Seller), or waived by Buyer, on or before the defectsSeller Cure Date, then Buyer may, at its option, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole and exclusive right and remedy, may elect, within seven terminate this Agreement by written notice thereof delivered to Seller on or before the date (7the “Election Date”) days after that is the earlier of Purchaser’s receipt of Seller’s notice of election not to cure the Due Diligence Expiration Date or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days after the Seller Cure Date. If Buyer does not give such notice of termination on or before Closingthe Election Date, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 3.3 and this Agreement shall continue in full force and effect. In the event of such termination, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit ▇▇▇▇▇▇▇ Money shall be returned to Buyer and other reasonable adjustments neither party shall have any further obligations to the other party hereunder, except for the Termination Surviving Obligations. Notwithstanding the foregoing, Seller agrees to pay off at Closing Seller's mortgage loans encumbering the Property and any and all judgment liens, tax liens and mechanics’ and materialmens’ liens caused by, through, or under Seller, and to cause the mortgage evidencing such loans and all such liens, if any, to be removed from the Title Commitment (the “Final CommitmentMandatory Cure Items”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Title. Title will be marketable in Seller at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. SellerBuyer, at its sole expense, will give to Purchaser a within three (3) business days of the Effective Date, shall order an updated title insurance commitment commitment, along with underlying documents to include any easement or declarations/CAM affecting the Property, for an Owner’s Title Insurance Policy (the "Commitment") issued by a title company of the Seller’s choice (collectively, the “Title CompanyCommitment”) ). Closing will be conditioned on the agreement of the Title Company to insure issue an Owner’s Title Insurance Policy, dated as of the Closing Date, in an amount equal to the Purchase Price, insuring that Buyer will own insurable fee simple title to the Unit Property subject only to: the Title Company’s standard exceptions; current real property taxes and assessments; survey exceptions; the rights of parties in Purchaser's name for possession pursuant to the amount Lease; the Permitted Exceptions, as defined herein. Buyer may, at its sole expense, order and obtain an updated survey of the Purchase PriceProperty. If Buyer hereby acknowledges that if Buyer desires to remove the Commitment discloses survey exception from the existence of Title Commitment, it shall be Buyer’s responsibility to obtain such updated survey. Seller shall have no obligation to execute any defects in title, other than those set forth in “no change” or equivalent affidavit with respect to the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map existing survey of the Project and the standard printed exceptions appearing in the Commitmentreal property, and nor shall Seller have any obligation to make any representations or warranties regarding such defects render title to survey or any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven measurements or depictions thereon. Buyer shall be allowed ten (710) days after receipt of said Title Commitment for examination and the Commitmentmaking of any title objections thereto (the “Title Objections”), said Title Objections to be made in writing or deemed waived (such written notice of Buyer’s Title Objections to be hereinafter referred to as the “Notice of Objections”). ThereafterExcept as set forth below, Seller will have forty-five (45) days any title exception disclosed by the Title Commitment or Buyer’s survey and not listed in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing such Notice of Objections shall be postponed accordinglydeemed a “Permitted Title Exception” under this Agreement. If Seller fails shall fail to cure (or commence to cure) or eliminate all the defects or provide title insurance Title Objections listed in the Notice of Defect within fifteen (15) business days after timely notice receipt of the defects Notice of Objections (the “Title Cure Period”), then Buyer may elect either to: (a) accept the Property subject to the title exception(s) not cured (in which case such title exception(s) shall become a Permitted Title Exception(s) hereunder), or (b) terminate this Agreement and receive a refund of the ▇▇▇▇▇▇▇ Money. In the event that Seller elects agrees to cure a Title Objection and commences such cure, but the same cannot to pursue a cure or title insurance as evidenced be cured within the Title Cure Period, the Buyer may, by a written notice to PurchaserSeller, Purchaser, as its sole remedy, may elect, preserve such Title Objection such that the cure of such Title Objection shall be a condition precedent to Buyer’s obligation to close. Buyer shall elect to either accept the Property subject to the Permitted Exceptions or terminate the Agreement by written notice to Seller delivered within seven three (73) business days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or following the end of the forty-five (45) day periodTitle Cure Period, either and the failure to deliver such election notice shall constitute an election to proceed under clause (a) above. In the event of a termination hereunder the ▇▇▇▇▇▇▇ Money shall be refunded to terminate this AgreementBuyer. Any mortgage, security deed, lien, lis pendens, judgment, or other claim in a liquidated amount incurred by Seller during Seller’s ownership of the Property and which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes constitutes an exception to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketableProperty shall not in any event be a Permitted Title Exception hereunder, but such claim shall be paid or satisfied out of the sums payable by Buyer at Closing, and the proceeds of sale payable to Seller shall be reduced accordingly; provided that such recordings are permissible. Promptly following claim must have arisen directly from the recording acts or omissions of Seller, and not those of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Tenant.
Appears in 1 contract
Sources: Purchase and Sale Agreement (AEI Income & Growth Fund 26 LLC)
Title. Title will be marketable in During the Inspection Period, Seller at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser shall procure a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase PricePrice covering the Property issued by the Title Company (the “Title Commitment”) and furnish a copy thereof to Purchaser. If Purchaser shall have until the Commitment discloses expiration of the existence of Inspection Period to object to any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title Title Commitment or Survey by written notice to Seller (“Title Objection Notice”). Purchaser may also object to any portion of the Unit unmarketable and the defects are not waived new matters thereafter revealed by Purchaser, Purchaser must give Seller written notice of the a title defects within seven update by subsequent Title Objection Notice to Seller. Within five (75) business days after receipt of the Commitment. ThereafterPurchaser’s Title Objection Notice, Seller will have forty-five shall either (45i) days in deliver written notice to Purchaser of any title or Survey objections which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure, or (ii) cure or title insurance satisfy such objections (or commence to cure or satisfy such objections as evidenced by a written notice long as Seller reasonably believes such objections may be cured or satisfied at least two (2) business days prior to Purchaser, Purchaser, as its sole remedy, may elect, within seven Closing). Within five (75) business days after the earlier of Purchaser’s receipt of Seller’s notice of election written notification that Seller elects not to cure a title or the end Survey objection, Purchaser may terminate this Agreement and receive a full refund of the forty-five ▇▇▇▇▇▇▇ Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such title or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (452) day periodbusiness days before the scheduled date of Closing, either (a) Purchaser shall have the right to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will case the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will shall have any further rights, obligations or duties under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Seller does cure or satisfy the objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser fails shall elect to give timely notice of terminationwaive, Purchaser will or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to have elected to accept title as shown in the Commitment and to have waived all defectsat Closing. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges covenants and agrees that Purchaser has no equitable title not to alter or other interest encumber in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render any way Seller’s title to the Unit unmarketable, and that such recordings are permissibleProperty after the date hereof. Promptly following Notwithstanding anything in this Agreement to the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos)contrary, Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include cause any deed of trust in favor of Seller’s lendertrust, if any. Seller specifically acknowledges and agrees that mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Unit must Property to be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the before Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 1 contract
Title. Title will be marketable in Seller at the time of Closing, subject Prior to the expiration of the First Inspection Period, Buyer shall obtain a complete title report or commitment with respect to the Property (with copies of all instruments listed as exceptions to title). If Buyer disapproves of any matters set forth disclosed in the Preliminary Title Report delivered title report, Buyer shall give written notice to Purchaser pursuant CILP of such disapproval, indicating in reasonable detail the nature and reasons for Buyer's objection, prior to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map expiration of the ProjectFirst Inspection Period. SellerIf Buyer fails to give such notice of disapproval prior to the expiration of the First Inspection Period, at its expenseBuyer shall be deemed to have approved all matters disclosed in the title report. In the event Buyer so notifies CILP of Buyer's disapproval of the title report, will give CILP may elect (but shall have no obligation whatsoever) to Purchaser a title insurance commitment attempt to cure any disapproved matter within thirty (30) days from receipt of such notice (the "CommitmentTITLE CURE PERIOD") issued by a title company ), in which event the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of the Seller’s choice thirty (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (730) days after receipt of the Commitmentsuch notice or three (3) business days after such matter is cured. Thereafter, Seller will have forty-Within five (455) business days in which Seller may elect after receiving Buyer's notice (the "TITLE NOTICE PERIOD"), CILP shall notify Buyer if CILP intends to cure attempt to effectuate such cure. In the defects and render title marketable or provide title insurance against event that, prior to the defectsexpiration of the Title Notice Period, and if necessary the Closing shall be postponed accordingly. If Seller CILP fails to cure the defects or provide title insurance after timely give such notice of the defects or Seller elects not its intention to pursue a cure or title insurance as evidenced by a written notice attempt to Purchasereffectuate such cure, Purchaser, as its sole remedy, may electBuyer may, within seven two (72) business days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end expiration of the forty-five (45) day periodTitle Notice Period, either (a) to terminate this Agreement, Agreement by notice to CILP in which event the Deposit, and all amounts paid to Seller under this Agreement will interest earned thereon, shall be returned to Purchaser Buyer, provided if Buyer does not so terminate this Agreement within two (other than amounts paid because 2) business days after the expiration of changes the Title Notice Period, Buyer shall be deemed to the Plans have waived objection to any such title matter and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) agreed to accept title with all defects as shown in the Commitmentsubject thereto, without adjustment reduction in the Purchase Price. If Purchaser In the event CILP gives such notice of its intention to attempt to effectuate such cure and thereafter fails to give timely notice actually effectuate such cure within the Title Cure Period, Buyer's sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of terminationthe Title Cure Period, Purchaser will in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Title Cure Period, Buyer shall be deemed to have elected waived objection to any such title matter and agreed to accept title as shown subject thereto, without reduction in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Purchase Price.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Corporate Office Properties Trust)
Title. Title will be marketable in Seller at the time of Closing, subject (a)
(i) Purchaser has ordered a commitment for an owner's fee title insurance policy or policies with respect to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment Property (the "Title Commitment") issued by a title company of from the Seller’s choice (the “Title Company”, together with true, legible (to the extent available) and complete copies of all instruments giving rise to insure the exceptions to title to the Unit in Purchaser's name for the amount of the Purchase PriceProperty. If the Title Commitment discloses indicates the existence of any liens, encumbrances or other defects or exceptions in title, or to title to the Property other than those set forth in the Preliminary ReportPermitted Encumbrances (collectively, the documents referred "Unacceptable Encumbrances") subject to in Section 9 below, those matters shown on the final Map of the Project which Purchaser is unwilling to accept title and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give gives Seller written notice of the title defects same within seven ten (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (710) days after the earlier date of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in Seller shall undertake to eliminate the same subject to Section 6(b). 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 Unacceptable Encumbrance of which event all amounts paid to Purchaser does not notify Seller under this Agreement will be returned to Purchaser within such ten (other than amounts paid because of changes 10) day period unless (i) such Unacceptable Encumbrance was first raised by the Title Company subsequent to the Plans date of the Title Commitment or Purchaser shall otherwise first discover same or be advised of same subsequent to the date of the Title Commitment, and Specifications requested (ii) Purchaser shall notify Seller of the same within five (5) days after Purchaser first becomes aware of such Unacceptable Encumbrance (failure to so notify Seller shall be deemed to be a waiver by Purchaser and allowed by Sellerof its right to raise such Unacceptable Encumbrance as an objection to title or as a ground for Purchaser's refusal to close this transaction). Seller or Purchaser, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant may adjourn the Closing one or more additional periods times in order to eliminate Unacceptable Encumbrances (subject to Section 6(b) and the last sentence of time within which Section 4(b)).
(ii) If Seller may but shall is unable (subject to Section 6(b)) to eliminate all Unacceptable Encumbrances not be required waived by Purchaser, or to attempt to cure, remove or obtain arrange for title insurance protection acceptable to Purchaser in its sole discretion insuring Purchaser and its successors against enforcement of such Unacceptable Encumbrances against, or collection of the exceptions; same 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 6(a)(i)), Purchaser shall elect on or prior to the Closing Date, as its sole remedy for such inability of Seller, either (A) to terminate this Agreement by notice given to Seller pursuant to Section 16(a), in which event the provisions of Section 16(a) shall apply, or (cB) to accept title with all defects as shown in the Commitmentsubject to such Unacceptable Encumbrances and receive no credit against, without adjustment in or reduction of, the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or Notwithstanding anything to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit contrary contained herein (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, but subject to the standard printed exceptions last sentence of Section 4(b)), if (x) Seller eliminates all Unacceptable Encumbrances less than two (2) days prior to the scheduled Closing Date or (y) Seller is unable to eliminate all Unacceptable Encumbrances and the exceptions deemed accepted by Purchaser pursuant elects to this Section proceed under clause (B) above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that then Purchaser will have the Unit must be released from any such deed of trust at or prior right to extend the scheduled Closing and that Seller will take all action required by Seller’s lender Date for up to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5two (2) business days.
Appears in 1 contract
Title. Title will be marketable to and risk of loss of the Units shall pass to Buyer upon the delivery to and acceptance by Buyer of the Units in Seller at accordance with the time terms of Closingthis Contract; provided, subject however, that Builder hereby grants to Buyer a first priority security interest in each Unit to the matters set forth in extent of progress payments made by Buyer pursuant to Article II hereof. Until such time as the Preliminary Title Report Units are delivered to Purchaser pursuant and accepted by Buyer, title to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map risk of loss of the Project. SellerUnits shall remain with Builder; provided however, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company that upon passing of the Seller’s choice (the “Title Company”) to insure the title to Buyer, Builder shall retain a first priority security interest in each Unit to the Unit in Purchaser's name extent it has not been paid under this Contract for work and materials pertaining to the amount of the Purchase Priceparticular Unit. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred Title to in Section 9 below, those matters shown on the final Map of the Project all scrap and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion material that is surplus to the requirements of the Unit unmarketable this Contract shall vest in Builder, except for title to all of Buyer’s Supplies shall at all times remain with Buyer. Builder agrees to execute and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect deliver to cure the defects Buyer such further agreements and render title marketable assignments or provide title insurance against the defectsother instruments, and if to do all such other things as Buyer may [**] Confidential Treatment 39 reasonably deem necessary or appropriate to assure to Buyer the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice perfection and priority of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations security interests under this Agreement; (b) with Seller's consent. BUILDER HEREBY AUTHORIZES BUYER TO AUTHENTICATE AND FILE UCC FINANCING STATEMENTS AND AMENDMENTS DESCRIBING THE COLLATERAL. BUILDER FURTHER APPOINTS BUYER OR ITS ASSIGNEE AS ITS TRUE AND LAWFUL ATTORNEY IN FACT, to grant one or more additional periods IRREVOCABLY AND COUPLED WITH AN INTEREST, TO EXECUTE AND FILE ON BEHALF OF BUYER ALL UCC FINANCING STATEMENTS WHICH IN BUYER’S SOLE BUT REASONABLE DISCRETION ARE NECESSARY OR PROPER TO SECURE BUYER’S INTEREST IN THE UNITS IN ALL APPLICABLE JURISDICTIONS. BUYER SHALL PERMIT BUILDER A REASONABLE TIME TO REVIEW AND COMMENT ON UCC FILINGS PRIOR TO FILING. Builder is responsible for payment of time within which Seller may but all contractors hired by Builder for completion of the Units. Builder shall not be required to attempt to cure, remove or obtain title insurance protection indemnify and hold Buyer harmless from claims by Builder’s contractors made directly against the exceptions; Units or (c) Buyer. Prior to accept title with all defects as shown Delivery, Builder shall obtain and provide to Buyer Waivers of Lien substantially in the Commitment, without adjustment form contained in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant Exhibit E to this Section above, Agreement from each of Builder’s subcontractors and vendors which shall not include any deed perform work or provide material the aggregate value of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5exceeds $ 200,000 per Unit.
Appears in 1 contract
Title. Within seven (7) days of execution of this Agreement, Seller shall provide Buyer with a current Preliminary Title Report from the Title Company. Buyer will be marketable in have ten days from receipt to notify Seller at the time of Closing, subject to the matters set forth any exception in the Preliminary Title Report delivered or any matter disclosed in the Survey (as defined in Section 7 below) (“Title Objections”. Seller thereupon shall have ten (10) days within which to Purchaser pursuant cause such Title Objections to Section 9.c below be removed from the Preliminary Title Report or cause the matters reflected on the Survey to be removed, as the case may be (the “Preliminary ReportCure”). In the event that Seller is unable or unwilling to effect such Cure, the documents referred to in Section 9 below and those matters shown on the Map of the Project. Sellerthen Buyer, at its expenseoption, will give may elect to Purchaser a title insurance commitment (i) terminate this Agreement, whereupon the "Commitment"parties hereto shall have no further obligations hereunder, or (ii) issued waive such Title Objections and proceed to Closing, as set forth herein. The lien of real property taxes which are not delinquent at Closing, utility easements, rights-of-way and restrictions of record approved by a title company Buyer, and any Title Objections subsequently waived in writing shall hereinafter be deemed to be “Permitted Exceptions.” At least ten (10) days prior to the Closing Date, Buyer may obtain from the Title Company an updated Title Report. If the updated Title Report discloses any Title Objection that was filed of record after the date of the initial Preliminary Title Report received by Buyer, then Seller shall have thirty (30) days after the date of such updated Title Report within which to attempt to Cure such Title Objection. In the event that Seller is unable or unwilling to effect such Cure, then Buyer, at its option, may elect to (i) terminate this Agreement, whereupon the parties hereto shall have no further obligations hereunder, or (ii) waive such Title Objections and to proceed to Closing, as set forth herein. A standard form CLTA Owners Title Policy for Agricultural Property shall be issued to Buyer at Seller’s choice (Cost at the “Title Company”) to insure the title to the Unit close of Escrow in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred Price from (Title company) Should Buyer wish to in Section 9 below, those matters shown on the final Map obtain an Extended Policy of the Project and the standard printed exceptions appearing in the CommitmentTitle Insurance, and such defects render title to any portion all associated additional costs shall be borne by Buyer. Following execution of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. ThereafterPurchase Agreement, Seller will have forty-five (45) days in which Seller may elect to cure enter into no agreement affecting the defects and render title marketable or provide title insurance against Property beyond the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice Close of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a Escrow without Buyer's written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 1 contract
Sources: Real Estate Purchase Agreement
Title. Title will be marketable in Seller at During the time Due Diligence Period and as part of Closingthe Inspections of the Property, subject Purchaser shall have the right to inspect the status of title to the matters set forth in Property. After the Preliminary Effective Date, Purchaser may obtain a title report or title commitment (“Commitment”) and, at Purchaser’s election, a (ALTA) survey, and bankruptcy, tax, judgment and lien searches with respect to Seller and/or the Property. Upon Seller’s written request following the expiration of the Due Diligence Period, Purchaser shall deliver a copy of its survey to Seller, and Purchaser makes no representation or warranty to Seller with respect to such survey. In the event the Commitment discloses or Purchaser becomes aware of any encumbrance on the Property created by Seller that can be discharged or satisfied by the payment of money (“Monetary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary ReportMatters”), Seller shall discharge or satisfy such Monetary Title Matters on or prior to the documents referred Closing Date; provided, however, Seller shall have the right to contest any liens or amounts due in Section 9 below good faith and those matters shown on the Map of the Projectif any amounts are disputed at Closing, Purchaser and Seller shall work in good faith to agree upon an amount to be escrowed at Closing from ▇▇▇▇▇▇’s proceeds to allow ▇▇▇▇▇▇ to resolve any disputed liens or amounts. SellerIf Seller fails to discharge or satisfy any such Monetary Title Matters as aforesaid, Purchaser, at its expensesole option, will give and in addition to any other rights and remedies it may have under this Agreement, at law and/or in equity, shall have the right to discharge and satisfy (or cause the Escrow Agent to discharge and satisfy) the same from the proceeds of the Purchase Price to be paid to Seller at Closing. Title to the Property shall be subject only to the following matters: (i) the lien of real estate taxes not yet due and payable, and (ii) such matters appearing on the Commitment to which Purchaser shall fail to object during the Due Diligence Period (collectively, the “Permitted Exceptions”). Title to the Property shall be insurable, together with such title insurance endorsements as Purchaser may reasonably request, at regular rates (including applicable rates for such endorsements) from a title insurance commitment company licensed in the State of Florida and selected by Purchaser. In the event Purchaser’s review of title to the Property reveals any matters that are unacceptable to Purchaser in its sole and absolute discretion (the "Commitment") issued by a title company of the Seller’s choice other than Monetary Title Matters), Purchaser shall notify Seller thereof (the “Title CompanyObjections”) to insure the title at least fifteen (15) days prior to the Unit in Purchaser's name for Closing Date (the amount of the Purchase Price“Objection Notice”). If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven Within three (73) days after receipt of the Commitment. ThereafterObjection Notice, Seller will have forty-five (45) days shall notify Purchaser in which writing, whether Seller may elect shall undertake to cure the defects and render title marketable any or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice all of the defects or Title Objections. In the event Seller elects not to pursue cure any of the Title Objections or is unable with the exercise of due diligence to satisfy all of the Title Objections before the Closing Date, Purchaser may, at its option, either
(a) accept title subject to the Title Objections, without an adjustment of the Purchase Price, in which event each of the Title Objections shall be deemed waived for all purposes and considered a cure Permitted Exception, or title insurance as evidenced by a (b) terminate this Agreement upon written notice to PurchaserSeller, Purchaserwhich notice may be delivered by electronic mail, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not with a copy to cure or the end of the forty-five (45) day period, either (a) to Escrow Agent. If Purchaser shall terminate this Agreement, in which event all amounts paid to Seller under then (i) this Agreement will shall be returned deemed to have terminated as of the date of Purchaser’s notice without need for any further action by either party, (ii) neither Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will nor Seller shall have any further obligations under to one another hereunder, except for those which expressly survive termination of this Agreement; , and (biii) Escrow Agent shall immediately return the Deposit to Purchaser without any requirement for further notice or instructions. The parties may extend in writing the Due Diligence Period to comply with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown timing provisions set forth in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment this Section 6.3 and to have waived all defects. Purchaser expressly relinquishes and waives afford the parties an opportunity to resolve any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5matters.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Title. If the Title will be marketable in Seller at Commitment reflects any title exceptions or requirements which are unacceptable to Purchaser, Purchaser shall, not later than the time of ClosingContingency Date, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below provide written notice (the “Preliminary ReportTitle Objection Notice”)) to Seller of such unacceptable exceptions and requirements, the documents referred which may also include any objections to in Section 9 below and those matters shown on the Map Survey. Seller shall have five (5) business days following Seller’s receipt of any such Title Objection Notice to notify Purchaser, in writing, whether or not Seller agrees to cure such matters objected to by Purchaser (in a manner reasonably acceptable to Purchaser), the foregoing election by Seller being in Seller’s sole and absolute discretion (“Response Notice”). If Seller elects to cure any such matters, Seller shall use commercially reasonable efforts to cure such objections, in a manner reasonably acceptable to Purchaser, at Seller’s expense prior to the Closing Date. If Seller elects to cure any such matters and fails to do so by the Closing Date, then Purchaser, as its sole and exclusive remedy may, elect to terminate this Agreement. If Purchaser elects to terminate this Agreement, then Title Company shall disburse the Refundable Initial Deposit to Purchaser, and the parties shall have no further rights or obligations hereunder except for any rights or obligations which according to their terms survive the termination of this Agreement. If Seller fails to timely deliver to Purchaser the Response Notice, it shall be conclusively deemed that Seller has elected not to cure any of those matters of which Purchaser has disapproved. If Seller advises Purchaser in its Response Notice that it will not agree to remove some or all of the Project. Sellerdisapproved matters or does not provide a Response Notice, at its expense, will give to then Purchaser a title insurance commitment shall have until five (the "Commitment"5) issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) business days after receipt of the Commitment. ThereafterResponse Notice or the date such Response Notice should have been provided hereunder, Seller will have forty-five (45) days if not provided by Seller, to advise Seller, in which Seller may elect writing, whether Purchaser elects to cure waive such disapprovals and proceed with the defects and render title marketable purchase of the Property without any reduction in the Purchase Price or provide title insurance against the defects, and if necessary the Closing shall be postponed accordinglyto terminate this Agreement. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller Purchaser elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in then Title Company shall disburse the Refundable Initial Deposit to Purchaser, and the parties shall have no further rights or obligations hereunder except for any rights or obligations which event all amounts paid according to Seller under their terms survive the termination of this Agreement will be returned Agreement. Any title exceptions not objected to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser in the Title Objection Notice or which are waived by Purchaser as provided herein are hereinafter referred to as the “Permitted Exceptions.” Purchaser shall have the right to obtain an updated Title Commitment and/or Survey at any time or times, and allowed Purchaser shall have the foregoing rights to make a Title Objection Notice as to any new matters disclosed and the same procedures and rights shall apply as to such new matters. Notwithstanding the foregoing, on or before Closing, Seller shall cause, at its sole cost, any and all liens, mortgages, security interests, deeds of trust and other financing encumbrances affecting the Seller’s estate in the Property executed by Seller, in its sole discretion, for which Purchaser will continue to be liable)satisfied and released at Closing and no such liens, mortgages, security interests, deeds of trust and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but other financing encumbrances affecting the Property shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Permitted Exception.
Appears in 1 contract
Title. Title will be marketable in Seller at the time of (a) At Closing, Seller shall convey to Purchaser, good and marketable fee simple title to the Property by one or more special warranty deeds from River Forest and Princeton, as applicable (the "Deed") in form consistent with standard Virginia practice (and otherwise approved by Seller and Purchaser), subject only to the Permitted Encumbrances (defined below) and any other matters of record as of the date of Purchaser’s examinations of title to the extent applicable to the Property and any matters which could be discovered by a survey of the Property other than such matters to which Purchaser has objected and which Seller has agreement or is obligated to correct as provided herein. Purchaser agrees to accept title to the Property subject to the Permitted Encumbrances and such additional matters set forth as may be approved by Purchaser, in its sole and absolute discretion, prior to Closing.
(b) During the Preliminary Title Report delivered to Investigation Period, Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Sellershall, at its expensecost, will give to Purchaser a obtain (i) an owner’s title insurance commitment (the "Title Commitment") in the full amount of the Purchase Price to be issued by a title company of the Seller’s choice Escrow Agent (the “"Title Company”) to insure Insurer"), insuring the title to the Unit in Purchaser's name for Property, and (ii) a current survey (references herein to the amount plat of survey shall be deemed to refer to such plat) of the Purchase PriceProperty (the "Survey"). If It shall be a condition to Purchaser’s obligations hereunder that Seller shall have delivered all documents required to be delivered by Seller hereunder which are required by the Title Insurer to issue an owner’s title insurance policy pursuant to the Title Commitment discloses (the existence "Title Policy").
(c) During the Investigation Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey, and satisfy itself as to the availability from the Title Insurer of the Title Policy and all requested endorsement to such Title Policy. Purchaser shall notify Seller of any defects in title, other than those set forth in objections to matters disclosed by the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project Title Commitment and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects Survey within seven five (75) days after receipt of the CommitmentTitle Commitment and the Survey.
(d) Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount (but expressly excluding the liens evidenced by the Loan Documents), which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company, and (2) any exceptions or encumbrances to title, other than those provided for herein, which are created by Seller after the date of this Agreement without Purchaser’s consent. ThereafterIn addition, Seller shall provide the Title Insurer with one or more customary ALTA statements, personal undertakings or owner’s affidavits (each, an "Owner’s Affidavit"), in form and substance reasonably acceptable to Seller, which will permit the Title Insurer to remove the standard "mechanics lien" and "GAP" exceptions from the Title Policy.
(e) Subject to Purchaser’s approval as described below, Seller shall have forty-five the right to grant, prior to Closing, or to except and reserve from the conveyance of the River Forest Apartments and the River Forest Expansion Parcel at Closing such easements as may be required to (45i) construct a stormwater basin within the portion of the River Forest Apartments property described on Exhibit E attached hereto as a part hereof, and (ii) extend sanitary sewer from the sanitary sewer line located on the River Forest Apartments to serve the properties located west and north of the River Forest Expansion Parcel (together, the "Easements"). Plats showing the proposed locations of the Easements shall be provided to Purchaser during the first fifteen (15) days of the Investigation Period. Prior to the expiration of the Investigation Period, Purchaser and Seller shall use good faith efforts to agree between themselves and any other parties to the Easements upon the terms and conditions of the Easements, it being acknowledged by both Seller and Purchaser that the Easements must also be acceptable to Chesterfield County and, to the extent they affect the River Forest Apartments, the Lender and HUD. Seller agrees that Purchaser shall have the opportunity to participate in which any negotiations with Chesterfield County, the Lender and/or HUD, as applicable, with respect to the terms and conditions of the Easements. In the event Seller may elect and Purchaser have not reached agreement on the Easements prior to cure the defects expiration of the Investigation Period, Purchaser and render title marketable or provide title insurance against Seller shall continue to use good faith efforts to agree upon the defectsterms and conditions of the Easements, and if necessary the Closing it shall be postponed accordingly. If a condition precedent to each party’s obligations to proceed to Closing pursuant to this Agreement that Purchaser and Seller fails to cure have approved the defects or provide title insurance after timely notice final form of the defects or Seller elects Easements, such approval not to pursue a cure be unreasonably withheld, conditioned or title insurance as evidenced delayed.
(f) In connection with the development of other properties owned by a written notice Princeton adjacent to Purchaser, Purchaser, as its sole remedy, may elect, within seven the River Forest Apartments and the River Forest Expansion Parcel (7) days after the earlier of Purchaser’s receipt of "Seller’s notice of election not to cure or Retained Property") and the end development of the forty-five (45) day periodRiver Forest Expansion Parcel, either (a) each party agrees to terminate this Agreementconsider the request of any other party, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans good faith and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consentwithout charge, to grant one easements for public utilities and storm drainage necessary for the development of the requesting party’s property, including, without limitation, easements for extension of water, sanitary sewer, storm drainage, gas, electricity, cable and telephone service but excluding easements for drainage basins or more additional periods "BMP" facilities. The exact location and terms shall be subject to the prior written approval of time within the owner of the affected property, which Seller may but approval shall not be required to attempt to cure, remove unreasonably delayed or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that withheld provided such title and interest easement will not pass to Purchaser until Closing. Purchaser acknowledges adversely affect the reasonable use of such party’s property or affect any building site or driveway and accepts that there will likely be recorded against the Project additional location of any such easements and/or other documents that do not render title to the Unit unmarketableis approved by Chesterfield County, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or party requesting such easements and the subsequent Supplemental Map for Stratos), Seller shall procure a legal description owner of the Unit and deliver property to Purchaser, at least five (5) days before Closingbe burdened by such easements. For purposes of this Agreement, the Commitment in a revised form, reflecting following terms shall have the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.following meanings:
Appears in 1 contract
Sources: Purchase and Sale Agreement (Associated Estates Realty Corp)
Title. Title will be marketable in Seller at During the time of ClosingInspection Period, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser shall procure a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase PricePrice covering the Property issued by the Title Company (the “Title Commitment”) and furnish a copy thereof to Seller. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will shall have forty-forty five (45) days in after the Effective Date to object to any matters shown on the Title Commitment or Survey by written notice to Seller (“Title Objection Notice”). Purchaser may also object to any new matters thereafter revealed by a title update by subsequent Title Objection Notice to Seller. Within five (5) business days after receipt of Purchaser’s Title Objection Notice, Seller shall either (i) deliver written notice to Purchaser of any title or Survey objections which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure, or (ii) cure or title insurance satisfy such objections (or commence to cure or satisfy such objections as evidenced by a long as Seller reasonably believes such objections may be cured or satisfied at least two (2) business days prior to Closing). In the event that Seller does not deliver written notice to PurchaserPurchaser of any title or Survey objections which Seller elects not to cure within such five (5) day period, Purchaser, as its sole remedy, may elect, within seven Seller shall be deemed to have elected to cure all such objections. Within five (75) business days after the earlier of Purchaser’s receipt of Seller’s notice of election written notification that Seller elects not to cure a title or the end Survey objection, Purchaser may terminate this Agreement and receive a full refund of the forty-five ▇▇▇▇▇▇▇ Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such title or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (452) day periodbusiness days before the scheduled date of Closing, either (a) Purchaser shall have the right to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will case the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will shall have any further rights, obligations or duties under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Seller does cure or satisfy the objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser fails shall elect to give timely notice of terminationwaive, Purchaser will or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to have elected to accept title as shown in the Commitment and to have waived all defectsat Closing. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges covenants and agrees that Purchaser has no equitable title not to alter or other interest encumber in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render any way Seller’s title to the Unit unmarketable, and that such recordings are permissibleProperty after the date hereof. Promptly following Notwithstanding anything in this Agreement to the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos)contrary, Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include cause any deed of trust in favor of Seller’s lendertrust, if any. Seller specifically acknowledges and agrees that mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Unit must Property to be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the before Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 1 contract
Title. Title will be (a) The Company shall have good, valid and marketable in Seller at fee simple title to the time of ClosingOwned Real Property, subject only to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below Permitted Exceptions.
(the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Sellerb) Acquirer may, at its Acquirer’s sole cost and expense, will give to Purchaser order (i) a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title CompanyCommitment”) to insure the title to the Unit in Purchaser's name for an ALTA Owner’s Policy of Title Insurance for the amount Real Property from the Title Company (“Title Policy”) and (ii) a current survey or an update of any existing survey of the Purchase Price. Property certified to Contributor, Acquirer and the Title Company (the “Survey”).
(c) If any title defects or encumbrances appear in the Title Commitment discloses or the existence of any defects in titleSurvey, other than those set forth in the Preliminary ReportPermitted Exceptions (“Title Objections”), the documents referred Acquirer may reject title by giving notice of such rejection to in Section 9 below, those matters shown on the final Map Contributors (“Acquirer’s Rejection Notice”) after receipt of the Project Title Commitment (or a bringdown or update thereof) and Survey, which notice shall specify the standard printed exceptions appearing in alleged Title Objections. If Acquirer shall so reject title, Contributors shall have the Commitmentright, and such defects render title upon notice to any portion of the Unit unmarketable and the defects are Acquirer given not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven more than fifteen (715) days after receipt of Acquirer’s Rejection Notice, to adjourn the Commitment. Thereafter, Seller will have forty-five Closing for a period or periods not exceeding thirty (4530) days in the aggregate, during which Seller may elect time Contributors shall endeavor to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing such Title Objections.
(d) If Contributors shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election elect not to cure or the end if Contributors shall elect to attempt to cure such alleged Title Objections and if, for any reason whatsoever, any or all of the forty-five same are not cured within such period not exceeding thirty (4530) day perioddays, and Contributor shall give notice to Acquirer of such uncured Title Objections, Acquirer shall, within twenty (20) days after receiving such notice of Contributor, give notice to Contributor electing either (a) to cancel and terminate this Agreement or to waive such alleged Title Objections without compensation or offset or abatement to or of the Purchase Price, and Acquirer shall thereupon take and accept title to the Property “as is”. Acquirer’s failure to timely give such notice shall be deemed an election by Acquirer to cancel and terminate this Agreement, in which event all amounts paid to Seller under .
(e) If Acquirer shall cancel and terminate this Agreement will be returned to Purchaser (other than amounts paid because of changes pursuant to the Plans terms of this Section 2.9, Contributors shall return the Deposit, together with any interest accrued thereon, to Acquirer and Specifications requested by Purchaser this Agreement shall in all respects be and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable)become null and void and of no force or effect whatsoever, and neither no party will hereto shall have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remediesrights, claims, demandsobligations or liabilities hereunder except for those which expressly survive the termination of this Agreement.
(f) In the event that Acquirer shall elect to waive such alleged Title Objections as aforesaid, and causes then the Closing shall take place on the later of action at law (i) the Closing Date or (ii) the third (3rd) business day following the expiration of the twenty (20) day period referred to in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest Section 2.8(d) above.
(g) Notwithstanding anything in or this Section 2.8 to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketablecontrary, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, SellerContributor shall, at its sole cost and expense, will cause remove of record and otherwise cure Title Objections which (i) can be removed of record by the payment of a liquidated amount, and/or (ii) arise out of the willful act of Contributor.
(h) If (i) no Title Objections shall appear in the Title Commitment or Survey, (ii) any existing Title Objections shall be cured as aforesaid within the time hereinabove provided or (iii) Acquirer shall elect to waive any alleged Title Objections as aforesaid within the time hereinabove provided, then this Agreement shall remain in full force and effect.
(i) Any unpaid taxes, assessments, water charges and sewer rents and any other liens and encumbrances which Contributors are obligated to pay and discharge hereunder, together with the cost of recording or filing any instruments necessary to discharge such liens and encumbrances of record, may be paid out of the proceeds of any monies payable to Contributors at the Closing if Contributors deliver to Acquirer on the Closing Date official bills for such taxes, assessments, water charges, sewer rents, and instruments in recordable form sufficient to discharge such other liens and encumbrances of record.
(j) If any instruments or affidavits are required by the Title Company in order to obviate a defect in or objection or exception to title including any standard exceptions, Company agrees to execute, acknowledge and deliver any such instruments and affidavits which shall be in such form and shall contain such terms and conditions as may be required by the Title Company to issue satisfy said company sufficiently for it to Purchaser omit any defect in or objection or exception to title without any additional charge to Acquirer.
(k) If a search of title insurance policy in conformance with discloses judgments, bankruptcies, or other returns against other persons having names the Final Commitmentsame as or similar to those of Contributors, which title insurance policy Contributors will also include “owner’s extended coverage” and delete on request deliver to Acquirer an affidavit showing that such judgments, bankruptcies, or insure over standard printed exceptions Nos. 1-5other returns are not against Contributors.
Appears in 1 contract
Sources: Membership Interest Contribution Agreement (Physicians Realty Trust)
Title. Title will be marketable in Seller at At the time of Closing, subject Seller shall convey to Purchaser or its designee good and marketable fee simple title to the matters set forth Property, subject only to the Permitted Encumbrances. It is mutually understood and agreed that no matter shall be construed to be an encumbrance or defect in title so long as such matter is not considered an encumbrance or defect under the Preliminary Standards of Title Report delivered of the Connecticut Bar Association as amended or ss. ss.47-33b through 47-33l of the Connecticut General Statutes, where applicable. Purchaser shall have a period of thirty (30) days from the execution of this Agreement to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown obtain a commitment for title insurance on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment Property (the "Title Commitment"). Within ten (10) issued by a days thereafter, Purchaser's attorney shall notify Seller's attorney in writing of any exceptions to title company which do not appear as Permitted Encumbrances on Schedule B. Seller shall proceed diligently and in good faith to cure any defects of the title within sixty (60) days of receipt of such notice at Seller’s choice (the “Title Company”) 's sole cost and expense. Seller shall be required to insure undertake any necessary and reasonable measures and to bring any action or proceeding necessary and reasonable and to incur any reasonable expense necessary to render the title to the Unit in Purchaser's name for Property marketable at the amount Closing. If Seller is unable to cure such defect within said sixty (60) day period, Seller shall so advise Purchaser and Purchaser shall have the right to either: (i) accept such title as Seller can convey, upon the payment of the balance of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven ; or (7ii) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement. In the event Purchaser terminates this Agreement pursuant to this paragraph 9, Seller shall return the Deposit and any interest accrued thereon to Purchaser together with a certified check or cashier's check to the order of Purchaser in which event payment of all amounts paid reasonable expenses actually incurred by Purchaser (not to exceed $80,000.00) for: (i) the due diligence investigation provided for in subparagraphs A, B, D and E of paragraph 10 of this Agreement; and (ii) reasonable legal fees in connection with the transactions contemplated by this Agreement, and Purchaser shall return to Seller under this Agreement will be returned any and all documents and plans delivered to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, whereupon all rights and liabilities of the parties hereunder shall be at an end, with the exception of the parties' indemnification obligations as provided in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under paragraph 10 of this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least No later than five (5) business days before prior to the Closing, Purchaser shall cause an update of the Title Commitment to be prepared. As a condition of Closing, the updated Title Commitment shall reflect no change since the date of the original Title Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description state or quality of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Property, except such changes as have been requested by Purchaser, which shall thereafter be deemed a Permitted Encumbrance. If the updated Title Commitment should disclose that the Property is affected by an outstanding exception to title which is not a Permitted Encumbrance and is not disclosed in the original Title Commitment and is not accepted by Purchaser as an additional Permitted Encumbrance, Purchaser shall notify Seller in writing of the outstanding exception and Seller shall have sixty (60) days from the date that it receives notice from Purchaser of said exception to remove the objection to title or otherwise reasonably satisfy Purchaser with respect thereto and the Closing hereunder shall be adjourned until the date which is twenty (20) days following the earlier of the expiration of Seller's sixty (60) day cure period or the date that Seller satisfies Purchaser that the objection to title has been removed. If after any applicable adjournment Seller shall be unable to convey title to the Property in accordance with the provisions of this Agreement, then Purchaser shall have the right to either: (i) accept such title as Seller can convey, upon the payment of the policy premium balance of the Purchase Price; or (ii) terminate this Agreement. In the event Purchaser terminates this Agreement pursuant to this paragraph 9, Seller shall return the Deposit and any interest accrued thereon to Purchaser together with a certified check or cashier's check to the order of Purchaser in payment of all reasonable expenses actually incurred by Purchaser (not to exceed $80,000.00) for: (i) the due diligence investigation provided for in subparagraphs A, B, D and E of paragraph 10 of this Agreement; and (ii) reasonable legal fees in connection with the transactions contemplated by this Agreement, and Purchaser shall return to Seller any and the satisfaction of certain requirements all documents and plans delivered to Purchaser by Seller, subject to whereupon all rights and liabilities of the standard printed exceptions and parties hereunder shall be at an end, with the exceptions deemed accepted by exception of the parties' indemnification obligations as provided in paragraph 10 of this Agreement. Purchaser pursuant to this Section above, which shall not include bear all costs of any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy insuring Purchaser's interest in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Property.
Appears in 1 contract
Title. Purchaser has ordered title insurance commitments for each Individual Property for the issuance of the Title will be marketable Policies (collectively, the "Title Commitments" and each individually, a "Title Commitment"). Purchaser shall deliver the Title Commitments to Seller for examination on or before the Due Diligence Deadline. If any of the Title Commitments or any of the Diligence Materials disclose any Title Objections, Purchaser shall so notify Seller in writing no later than the Due Diligence Deadline. Seller shall have until Closing to cure the Title Objections or to inform Purchaser that it is proceeding with diligence to cure the Title Objections, in accordance with Section 4(d) below. If Seller does not cure the Title Objections prior to or at the time of Closing, Closing (subject to the matters extension right set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”4(d) below), then Purchaser shall have the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaseroption, as its sole remedy, may elect, within seven of either: (7x) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, notifying Seller in which event all amounts paid to writing that Purchaser shall take such title as Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue can cause to be liable), and neither party will have any further obligations under this Agreement; (b) conveyed with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment no reduction in the Purchase Price; or (y) terminating this Agreement with respect to the Individual Property affected by such Title Objections by written notice to Seller, (whereupon this Agreement shall become null and void but only with respect to such Individual Property and neither party hereto shall have any further rights, liabilities or obligations hereunder with respect to such Individual Property except those which are specifically stated to survive), but Purchaser shall be obligated to close on all other Individual Properties, which are not the subject of such Title Objections. If Purchaser fails to give timely notice For purposes of terminationthis Section 4(a), Purchaser will the matters set forth in Exhibit D, items 3, and 8 shall be deemed to have elected to accept title as shown included in the Commitment Permitted Encumbrances and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demandsin Schedule 3 hereof, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has such matters shall in no equitable title or other interest event be the subject of any Title Objections hereunder. In addition, for purposes of this Section 4(a), the following matters shall also be deemed included in or Permitted Encumbrances and in Schedule 3 hereof unless they are the subject of a Title Objection, Survey Objection and/or Test Objection delivered to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against Seller on or before the Project additional easements and/or other documents that do not render title to Due Diligence Deadline or the Unit unmarketableSurvey Deadline, and that such recordings are permissible. Promptly following as the recording case may be: (1) all items listed on Schedule B, Section 2 of the Condominium Map creating the Unit Title Commitments (as applicablei.e., the first Condominium Map or the subsequent Supplemental Map for Stratositem 1(a) of Exhibit D), Seller shall procure a legal description of the Unit and deliver (2) any uncured Title Objections to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments which Purchaser agrees to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, take subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to clause (x) of this paragraph or Section above4(e) below, which shall not include any deed (3) items 2, 4 and 6 of trust in favor of Seller’s lender, if any. Seller specifically acknowledges Exhibit D and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take (4) all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5matters set forth on Exhibits D-1 through D-17.
Appears in 1 contract
Title. Simultaneous with execution of this Contract, Seller has delivered to Buyer a Commitment For Title Insurance issued by Chicago Title Insurance Company in Champaign, Illinois, authorized to issue title insurance in the State of Illinois. This Commitment for Title Insurance does not insure title to mineral rights in said Real Estate; however, Seller will convey all mineral rights owned at closing to Buyer in this transaction. Permissible exceptions to title shall include only the lien of general real estate taxes not yet due and payable; zoning laws and building ordinances; easements of record, which do not interfere with Buyer’s use of the Property; covenants and restrictions of record which will not be marketable violated by Buyer’s use of the Property of which do not restrict use of the Property; and existing mortgages to be paid in full at closing. If title evidence discloses exceptions other than those permitted, Buyer shall give written notice of such exceptions to Seller within a reasonable time. Seller shall have a reasonable time before closing to have such title exceptions removed, or, any such exception which may be removed by the payment of money may be cured by deduction from the purchase price at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Priceclosing. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the said defects are not cured by Seller or waived in writing by PurchaserBuyer before closing, Purchaser must give Seller written notice then at the option of the title defects within seven (7) days after receipt of the Commitment. ThereafterBuyer, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing either all payments made by Buyer hereunder shall be postponed accordinglyreturned to Buyer and no party shall be further bound hereby, or the parties shall proceed to closing without reduction of purchase price. If Seller fails to cure the defects or provide title insurance after timely receives no notice of the defects from Buyer, or Seller elects not if such defects are waived in writing by Buyer on or before closing, Buyer shall be obligated to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans complete performance hereunder and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which upon default thereof Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against retain any payments made by Buyer as liquidated damages. At the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice time of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos)closing, Seller shall procure a legal description pay the initial search fee, the premium for insurance coverage in an amount equal to the purchase price hereunder and the Illinois title insurance registration fee to issue an Owner’s Policy of Title Insurance showing title of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment real estate vested in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description Buyer. All other costs of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5shall be borne by Buyer.
Appears in 1 contract
Sources: Real Estate Sales Contract
Title. Simultaneous with execution of this Contract, Seller has delivered to Buyer a Commitment For Title Insurance issued by Allied Capital Title Company in Charleston, Illinois, authorized to issue title insurance in the State of Illinois. This Commitment for Title Insurance does not insure title to mineral rights in said Real Estate; however, Seller will convey all mineral rights owned at closing to Buyer in this transaction. Permissible exceptions to title shall include only the lien of general real estate taxes not yet due and payable; zoning laws and building ordinances; easements of record, which do not interfere with Buyer’s use of the Property; covenants and restrictions of record which will not be marketable violated by Buyer’s use of the Property of which do not restrict use of the Property; and existing mortgages to be paid in full at closing. If title evidence discloses exceptions other than those permitted, Buyer shall give written notice of such exceptions to Seller within a reasonable time. Seller shall have a reasonable time before closing to have such title exceptions removed, or, any such exception which may be removed by the payment of money may be cured by deduction from the purchase price at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Priceclosing. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the said defects are not cured by Seller or waived in writing by PurchaserBuyer before closing, Purchaser must give Seller written notice then at the option of the title defects within seven (7) days after receipt of the Commitment. ThereafterBuyer, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing either all payments made by Buyer hereunder shall be postponed accordinglyreturned to Buyer and no party shall be further bound hereby, or the parties shall proceed to closing without reduction of purchase price. If Seller fails to cure the defects or provide title insurance after timely receives no notice of the defects from Buyer, or Seller elects not if such defects are waived in writing by Buyer on or before closing, Buyer shall be obligated to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans complete performance hereunder and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which upon default thereof Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against retain any payments made by Buyer as liquidated damages. At the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice time of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos)closing, Seller shall procure a legal description pay the initial search fee, the premium for insurance coverage in an amount equal to the purchase price hereunder and the Illinois title insurance registration fee to issue an Owner’s Policy of Title Insurance showing title of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment real estate vested in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description Buyer. All other costs of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5shall be borne by Buyer.
Appears in 1 contract
Sources: Real Estate Sales Contract
Title. Title will be marketable in Seller at the time of Closing, subject Buyer’s obligation to accept title to the matters set forth in Interests shall be conditioned upon the Preliminary Partnership then holding good and clear record and marketable fee simple title to the Property as evidenced by LandAmerica Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice Insurance Corporation (the “Title CompanyInsurer”) to insure issuing its ALTA Owner’s Form B Title Insurance Policy dated as of Closing showing the title Partnership in title, subject only to the Unit Permitted Exceptions (as hereinafter defined). The Title Insurer has prepared, and Seller has furnished Buyer with a Commitment For Title Insurance for an ALTA Owner’s Form B Title Insurance Policy and legible copies of all instruments and plans mentioned therein as exceptions to title (all of such items are hereinafter collectively referred to as the “Commitment”). The Commitment shall be in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to Price (as defined in Section 9 below, those matters shown on the final Map of the Project and the standard printed 2.01 hereof). Should such Commitment contain any title exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects which are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect acceptable to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by SellerBuyer, in its sole discretion, for which Purchaser will continue Buyer shall, prior to be liablethe expiration of the Inspection Period (as hereinafter defined), notify Seller if any such exceptions are unacceptable. If Buyer fails to so notify Seller of any unacceptable exceptions as described above, the exceptions set forth in Schedule B of the Commitment shall be deemed accepted by Buyer and neither party included as the “Permitted Exceptions”. If any exceptions are unacceptable to Buyer and Buyer timely notifies Seller in writing of such fact as above provided, Seller, in Seller’s sole discretion, shall have thirty (30) days from the date Seller receives notice (the “Cure Period”) of such unacceptable exceptions to remove or cure such exceptions, except with respect to the Monetary Liens (as hereinafter defined) which Seller shall remove or cure at Closing with the proceeds from the Purchase Price. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any unacceptable exceptions, which Seller may so do in its sole discretion, unless Seller, within ten (10) days after receipt of notice from Buyer, shall notify Buyer in writing that Seller will have any further obligations under attempt to cure such unacceptable exceptions. If Seller notifies Buyer that Seller will attempt to cure such unacceptable exceptions, Seller shall use diligent efforts to attempt such cure. If, after diligent efforts, Seller fails or if Seller refuses to cure said unacceptable exceptions within the ten (10) day period after receipt of notice from Buyer, Buyer may (a) terminate this Agreement; Agreement on or before the Closing Date, or (b) with Seller's consentif Buyer fails to so terminate within the time provided, Buyer shall be deemed to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to have waived such exceptions and accept title with all defects as shown subject thereto, in the Commitment, without adjustment which event there shall be no reduction in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in Notwithstanding the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closingforegoing, Seller, at its expensecost, will cause shall be obligated to cure or remove by Closing (i) all mortgages and deeds of trust against the Title Company Property, and (ii) any other liens that can be removed by the payment of a sum certain; provided, however, that the monetary amounts required to issue to Purchaser a title insurance policy remove the liens do not in conformance with the Final Commitmentaggregate exceed One Hundred Thousand and 00/100 Dollars ($100,000.00) (collectively, which title insurance policy will also include the “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Monetary Liens”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Berkshire Income Realty Inc)
Title. Title will be marketable in Seller at the time of Closing, subject to the Real Property shall be good and marketable, free and clear of all liens, encumbrances and encroachments and subject only to the operation and effect of the Permitted Exceptions (as hereafter defined). Permitted Exceptions shall be deemed to mean all instruments and matters of record among the Public Records of ▇▇▇▇▇▇ County, New Jersey on the date hereof, other than any instrument or matter which is set forth as an exception to coverage in a commitment for title insurance from a title insurer selected by Purchaser (the "Title Company") covering the Property, to which Purchaser has expressly objected. Such objection shall be set forth in a written notice to Seller given within ten (10) business days of receipt of (i) the Preliminary commitment for title insurance, (ii) legible copies of all documents listed as exceptions to coverage, and (iii) an ALTA survey of the Real Property and the Improvements (all of which shall be at the expense of Purchaser), but in no event later than the expiration of the Feasibility Study Period, as such term is defined below (such matters to which Buyer does not object are herein referred to as "Permitted Exceptions"). Title Report delivered to the Real Property shall be deemed good and marketable if a nationally recognized title insurance company acceptable to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) agrees to insure the fee simple title to the Unit Real Property and issue to Purchaser, at standard premium rates, an extended coverage owner's title insurance policy with an ALTA Form 9 Endorsement (in Purchaser's name for the amount of form applicable to the Purchase Pricejurisdiction in which the Land is located), subject only to the Permitted Exceptions. If the Commitment discloses the existence of any there are title defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by PurchaserPermitted Exceptions, Purchaser must give shall notify Seller written notice of the such title defects during the Feasibility Study Period and Seller shall have the right, within seven ten (710) days after receipt of the Commitment. Thereafterfrom receiving notice, Seller will have forty-five to elect: (45i) days in which Seller may elect to cure the defects title defect at Seller's cost and render title marketable or provide title insurance against the defectsexpense, and if necessary the Closing which election shall be postponed accordinglydeemed made if no notice of election is received by Purchaser within such 10-day period, or (ii) not to cure such defect, provided that Seller shall not have the right to decline to cure any monetary encumbrances and/or other monetary obligations affecting title to the Real Property. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or the title insurance as evidenced by a written notice to defect in accordance with the preceding sentence, then Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s from receipt of Seller’s 's written notice of election not such election, shall elect by written notice to cure or Seller to either (1) waive the end title defect and proceed under this Agreement with no abatement of the forty-five Purchase Price, or (452) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will Purchaser shall be returned to Purchaser (other than amounts paid because of changes entitled to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods immediate return of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase PriceDeposit. If Purchaser fails to give timely notice of Upon such termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment each party's rights and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller liabilities hereunder shall cease except for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser 's indemnification pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-510 hereof.
Appears in 1 contract
Sources: Agreement of Sale (Equity Residential Properties Trust)
Title. Title will be marketable in Seller at Within thirty (30) days after the time date of Closingthis Amendment, subject to Sellers shall obtain a current commitment for the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map issuance of the Project. Seller, at its expense, will give to Purchaser a ALTA Form B owner's policy of title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice Land Title (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price, accompanied by copies of all recorded documents affecting the Property and searches for real estate taxes, bankruptcies, judgments, liens and assessments. If A mortgage, monetary lien or any other lien or encumbrance against the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred property shall be deemed to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render be a title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven objection. Buyer shall have ten (710) days after receipt of the CommitmentCommitment to make its objections to matters disclosed in the Title Commitment in writing to the Sellers. ThereafterAny exceptions disclosed in the Commitment and not timely object to by the Buyer shall be deemed permitted encumbrances (“Permitted Encumbrances”). The Sellers shall have the right, Seller will have forty-five but not the obligation within ninety (4590) days in which Seller may elect after it receives such objections to cure have the defects and render title marketable same removed or provide title insurance against the defects, and if necessary the Closing shall be postponed accordinglysatisfied. If Seller fails to cure Buyer’s objections are not removed or satisfied by the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to PurchaserSellers, Purchaserthen Buyer may, at its sole discretion and as its sole and exclusive remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) terminate this Agreement by written notice to terminate the Sellers and the Sellers and Buyer shall each be released from any further obligations and liability under this Agreement, in which event all amounts paid to Seller under except for any provisions of this Agreement will be returned which are made to Purchaser (other than amounts paid because survive the termination of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable)this Agreement, and neither party will have any further obligations under shall execute a mutual cancellation agreement evidencing the termination of this Agreement; , or (b) waive such objections by written notice to the Sellers and proceed to closing with Seller's consentthe understanding that such uncured objections shall be included as Permitted Encumbrances on the Deed at Closing; provided, however that if Buyer has not notified the Sellers of its election to grant one either waive such objections or more additional periods terminate this Agreement within five (5) days after expiration of time within which Seller may but the Sellers’s period to cure such objections, the Buyer shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that waive such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser objections pursuant to this Section clause (b) above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 1 contract
Sources: Vacant Land Purchase Agreement
Title. Purchaser shall have the right, at any time during the Contingency Period, to object in writing to any liens and encumbrances reflected by the Title will be marketable in Seller at the time of Closing, subject Commitment or Survey. All liens and encumbrances to the matters set forth in the Preliminary Title Report delivered to which Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents so objects are hereinafter referred to in Section 9 below as the "NON-PERMITTED ENCUMBRANCES"; if no such notice of objection is given during the Contingency Period, then it shall be deemed that all matters reflected by the Survey and those matters shown on Title Commitment are "PERMITTED ENCUMBRANCES". Seller shall use reasonable efforts, at its sole cost, to cure or remove all Non-Permitted Encumbrances and give Purchaser written notice thereof before the Map end of the Project. Contingency Period; provided, however, that Seller, at its expensesole cost, will give shall be obligated to cure or remove at or before Closing all mortgages, deeds of trust, judgment liens, mechanics and materialmen's liens, and other liens against the Property, whether or not Purchaser a title insurance commitment (objects thereto during the "Commitment") issued by a title company Contingency Period. Further, Seller shall cause any leases relating to the Land and Improvements to be terminated on or before Closing. If Seller does not timely cause all of the Non-Permitted Encumbrances to be removed or cured, and timely written notice thereof to be given to Purchaser, then Purchaser shall have the right to either (i) terminate this Agreement in accordance with Section 12(b) hereof by delivering notice to Seller’s choice , or (ii) attempt to remove or cure the “Title Company”) to insure Non-Permitted Encumbrances and deduct the title to the Unit in Purchaser's name for the amount cost of such removal or cure from the Purchase Price. If , or (iii) elect to purchase the Commitment discloses Property subject to the existence of any defects in titleNon-Permitted Encumbrances, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give liens that Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not is obligated to cure or remove, and the end of the fortyNon-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser Permitted Encumbrances (other than amounts paid because of changes liens that Seller is obligated to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for cure or remove) subject to which Purchaser will continue elects to purchase the Property shall thereafter be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Permitted Encumbrances.
Appears in 1 contract
Title. Title will be marketable in Seller at the time of At Closing, subject to the matters Seller shall convey, transfer, grant and set forth in the Preliminary Title Report delivered over to Purchaser pursuant to Section 9.c below (the “Preliminary Report”)insurable, the documents referred to in Section 9 below marketable, good, and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the indefeasible fee simple title to the Unit in Purchaser's name Property, free and clear of all monetary liens, mortgages, leases (except for the amount existing leases for tenants of the Purchase PriceProperty), and other monetary encumbrances whatsoever except only those encumbrances and exceptions set forth on Exhibit “B” attached hereto and incorporated herein by reference, and those encumbrances and exceptions approved in writing (or deemed approved hereunder) by Purchaser prior to Closing (“Permitted Title Exceptions”). In all events, such title shall be insurable by a nationally reputable Title Insurance Company on its standard form of ALTA Form B owner’s policy at its standard rate with exception only to the Permitted Title Exceptions and with all standard exceptions being removed or deleted. If the Commitment Purchaser’s examination of title discloses the existence of any defects in title, other then Purchaser shall notify Seller, no later than those set forth fifteen (15) days prior to Closing, of such defects or objections (“Purchaser’s Objection Notice”). Seller, within five (5) days of receipt of Purchaser’s Objection Notice, shall notify Purchaser in writing (“Seller’s Cure Notice”) of any matters in Purchaser’s Objection Notice which Seller elects to cure; provided, however, that, anything to the contrary herein notwithstanding. Seller shall not be required to cure any liens or encumbrances identified in Purchaser’s Objection Notice. In the event S▇▇▇▇▇ informs Purchaser in Seller’s Cure Notice that Seller is unable to cure or unwilling to cure any objections raised in Purchaser’s Objection Notice (or in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are event Seller does not waived by Purchasertimely provide Seller’s Cure Notice), Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a entitled to, either (i) terminate this Agreement upon written notice to PurchaserSeller delivered no later than two (2) business days prior to Closing, Purchaserand receive the return of the Deposit, as its sole remedy, may elect, or (ii) to waive such objection and proceed to close the transaction contemplated by this Agreement. In the event Purchaser fails to make such election within seven five (75) days after the earlier latter of (x) Purchaser’s receipt of Seller’s notice Cure Notice or (y) the date by which Seller’s Cure Notice was required to be delivered, Purchaser shall be deemed to have selected (ii) above. Purchaser shall have the right to re-examine title to the Property up to and including the Closing Date and raise any additional objections not appearing of election public record prior to Purchaser’s submission of Purchaser’s Objection Notice. If Seller shall not correct or remove the defects or objections which Seller has agreed to cure by Closing or should Purchaser learn of any other defects or objections to Seller’s title not permitted by the end terms hereof after the date of the forty-five (45) day periodinitial title examination by Purchaser, either then Purchaser, in Purchaser’s sole discretion or judgment, may:
(a) accept the Property with such defects, provided Purchaser, may satisfy and discharge any lien, mortgage, or other security interest encumbering the Property, and deduct such payment therefor from the Purchase Price; or
(b) elect to terminate this AgreementAgreement by notice to Seller, in which event all amounts paid to Seller under this Agreement will the Deposit shall be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by thereupon Purchaser shall have Purchaser’s rights and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations remedies under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase PriceParagraph 9 hereof. If Purchaser fails does not make its election as to give timely notice of terminationthe foregoing by the then established closing date, then Purchaser will shall be deemed to have elected to accept title as shown in the Commitment option (a) and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to promptly close on this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (T.A.G. Acquisitions Ltd.)
Title. Title will be marketable in Seller at During the time of ClosingInspection Period, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser shall procure a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase PricePrice covering the Property issued by the Title Company (the “Title Commitment”) and furnish a copy thereof to Seller. If Purchaser shall have until the Commitment discloses expiration of the existence of Inspection Period to object to any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title Title Commitment or Survey by written notice to Seller (“Title Objection Notice”). Purchaser may also object to any portion of the Unit unmarketable and the defects are not waived new matters thereafter revealed by Purchaser, Purchaser must give Seller written notice of the a title defects within seven or survey update by subsequent Title Objection Notice(s) to Seller. Within five (75) business days after receipt of the Commitment. Thereaftera Purchaser’s Title Objection Notice, Seller will have forty-five shall either (45i) days in deliver written notice to Purchaser of any title or Survey objections which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure, or (ii) cure or title insurance satisfy such objections (or commence to cure or satisfy such objections as evidenced by a long as Seller reasonably believes such objections may be cured or satisfied at least two (2) business days prior to Closing). In the event that Seller does not deliver written notice to PurchaserPurchaser of any title or Survey objections which Seller elects not to cure within such five (5) day period, Purchaser, as its sole remedy, may elect, within seven Seller shall be deemed to have elected to not cure all such objections. Within five (75) business days after the earlier of Purchaser’s receipt of Seller’s notice of election written notification that Seller elects not to cure a title or the end Survey objection, Purchaser may terminate this Agreement and receive a full refund of the forty-five ▇▇▇▇▇▇▇ Money by delivering written notice thereof to Seller. If Purchaser does not so terminate this Agreement, then any such title or Survey objection which Seller elects not to cure shall be deemed waived by Purchaser and shall be an additional O01/16587.001/EscrowPhase2/Psa4.1(hhb) Permitted Exception. If any objection which Seller elects to cure is not satisfied by Seller at least two (452) day periodbusiness days before the scheduled date of Closing, either (a) Purchaser shall have the right to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will case the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will shall have any further rights, obligations or duties under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Seller does cure or satisfy the objections at least two (2) business days prior to Closing, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser fails shall elect to give timely notice waive, or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to title at Closing. Seller covenants and agrees not to alter or encumber in any way Seller’s title to the Property after the date hereof. Notwithstanding anything in this Agreement to the contrary, Seller shall cause any deed of terminationtrust, Purchaser mortgage, deed to secure debt, judgment or other lien for a liquidated sum encumbering the Property to be released at or before Closing provided that, any such obligations actually satisfied and released by application of Purchaser’s funds at the Closing will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action been cured by Seller at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit least two (2) business days prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior a justification for Purchaser to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5terminate this Agreement.
Appears in 1 contract
Title. Title will shall be marketable issued to Buyer as OFFEROR AND OFFEROR, , . Seller does not warrant title to the Property. Prior to closing, Seller, through Seller’s title insurance agency and at Seller’s expense, shall provide Buyer with a Preliminary Commitment for Title Insurance (“Preliminary Commitment”) relating to the Property. It is agreed that Buyer shall notify Seller, in writing, within FIFTEEN (15) DAYS of the date of the Preliminary Commitment specifying any defect(s) in title. Seller shall, at its option, correct said defect(s) prior to the date of closing. If Seller intends but is unable to correct said defect(s) on or before the date of closing, at Seller’s option and upon written notice to Buyer on or before the date of closing, the date of closing shall be extended up to NINETY (90) DAYS for the purpose of correcting said defect(s). If title cannot be made insurable or Seller declines to cure said defect(s), this Agreement shall terminate and all payments made by Buyer heretofore shall be returned to Buyer and Seller shall have no further liability to Buyer, or any third party, for the termination of the sale. It is agreed that Buyer shall have the option of waiving any defect in title and Seller shall not be liable for any damages by reason of said defect(s) in title. The failure of Buyer to identify any defect in title shall be deemed Buyer’s acceptance of and satisfaction with title. Title shall be delivered at the time of Closing, closing by Quitclaim Deed. The Owners’ Policy will be issued thereafter by the respective title agency. The sale provided for herein and the conveyance to be made hereunder shall be fully subject to all encumbrances, including but not limited to patents, easements, access to public waters, conditions, taxes, assessments, zoning regulations, rights-of-way, exceptions and restrictions of record and reservations of oil, petroleum, gas, coal, ore, minerals, fissionable materials, geothermal resources, fossils or other rights and interests gaseous, liquid and solid, in and under the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the ProjectProperty. Seller, at its expense, will give to Purchaser a ’s liability for defective title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days discovered after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing closing shall be postponed accordingly. If Seller fails limited to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts monies paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.towards the
Appears in 1 contract
Sources: Broker Purchase Agreement
Title. Title (a) At Settlement Seller will convey to Buyer the Property free and clear of all liens, encumbrances, security interests, leases, licenses in favor of others, excepting, however, the "Permitted Exceptions" as defined and described on Paragraphs 2(c) and 2(d) hereof. Otherwise, title to the Property shall be good, indefeasible and marketable, and such as will be marketable insured as such by any reputable title insurance company insuring titles in Seller the Philadelphia area which is chosen by Buyer (the "Title Insurance Company") at the time of Closing, subject regular rates to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map extent of the Project. Sellerfull Purchase Price for the Property.
(b) Within two (2) business days following execution of this Agreement, at its expense, will give to Purchaser Buyer shall order a title insurance commitment (the "Title Commitment") issued by with respect to the Property from the Title Insurance Company (or agent therefor) who will commit to issue to Buyer or Buyer's nominee a policy of title company insurance in the amount referred to in Paragraph 2(a) above. Buyer shall deliver a copy of the Seller’s choice Title Commitment to Seller within five (5) business days following receipt by Buyer of the “Title Company”) Commitment, but in no event later than August 6, 1999, which shall be accompanied by Buyer's notice, if any, with respect to insure those items disclosed by Schedule B-II of the Title Commitment to be exceptions to title insurance which are unacceptable to Buyer. Those exceptions shown on Schedule B-II of the Title Commitment which are not indicated in Buyer's notice as being unacceptable shall be deemed to be the Permitted Exceptions for purposes of this Agreement (subject to the Unit provisions of Paragraph 2(d) below. Within five (5) business days following receipt of Buyer's notice, Seller shall give notice to Buyer of those exceptions to title noted on Schedule B-II of the Title Commitment, if any, which the Buyer has indicated by its notice as being unacceptable and which Seller is unwilling or unable to cure. Seller shall have no obligation to cure or cause to be removed any exceptions that do not materially affect the use of the Property as an office building or exceptions #2, 3 and 10 through 12 and 16 on Seller's title report attached hereto as Exhibit "C" (which shall be Permitted Exceptions) which Seller is unwilling or unable to cure shall be added to and become a part of the Permitted Exceptions, except as provided in PurchaserParagraph 2(d) below, unless the Buyer, within five (5) business days following receipt of Seller's name for the amount notice, sends notice of termination of this Agreement to Seller, in which event all monies paid on account of the Purchase Price, together with all interest earned thereon, shall be paid immediately to Buyer, and all parties shall be released from all liability or obligation to the other, and this Agreement shall then and thereafter be null and void. If Buyer fails to provide the Commitment discloses notice as required herein of exceptions being unacceptable, Buyer's rights shall be waived. Notwithstanding and without limiting the existence above, exceptions on Exhibit C and exceptions on Schedule B II of Buyer's Title Report which do not materially affect the use of the Property as an office building shall be Permitted Exceptions.
(d) The foregoing notwithstanding, under no circumstance shall (1) a mortgage, judgment or other monetary lien against the Property, or (2) a title exception created by Seller after the date of this Agreement, be included as a Permitted Exception, nor may Seller indicate in any defects notice that it is unwilling or unable to cure the foregoing exceptions contained in title(d) (1) or (2). Provided however, Seller shall not enter into any agreements, easements, or restrictions prior to Settlement without Buyer's consent.
(e) At Buyer's option, Buyer shall, within five (5) business days following the date of this Agreement order the preparation of a survey of the Property showing not only the perimeter of the Property but also the placement of all buildings and other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters material improvements thereon as are commonly shown on an "as-built" survey prepared in accordance with the final Map requirements of the Project and Title Insurance Company as a condition to the removal of the survey exception from the standard printed exceptions appearing in the Commitment, and such defects render title to any portion insurance policy. Without limitation of the Unit unmarketable and foregoing, the defects are not waived survey shall state whether the Property is located in an area designated by Purchaser, Purchaser must give Seller written notice an agency of the title defects United States as being subject to flood hazards or flood risks. Within five (5) business days following receipt of the survey, but no later than August 13, 1999, Buyer shall send a copy thereof to Seller, together with a notice, if any, of Buyer's objections to encroachments or easements which materially affect the use of the Property as an office building (excluding Permitted Exceptions). Unless Seller is able to satisfy such objections to Buyer's sole satisfaction within seven five (75) business days after receipt of Buyer's notice, Buyer shall have the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) right to terminate this Agreement, in which event event, all amounts deposits and other sums paid on account of the purchase price, together with all interest earned thereon shall be paid immediately to Buyer, and Buyer and Seller under shall be released from all liability or obligation to the other, and this Agreement will shall then and thereafter be null and void. Notwithstanding whether or not the Property is in a flood zone, Buyer shall not have the right to terminate this Agreement as a result thereof if flood insurance is available at commercially reasonable rates and Seller shall have no obligation in regard to the flood zone.
(f) If Seller is unable to deliver the title at Settlement as required by this Agreement, and provided that such inability is not the result of any action or inaction of Seller occurring on or after the date of this Agreement, Buyer shall have the option of either (i) taking such title as Seller can give, without abatement of the Purchase Price, or (ii) of being repaid the Deposit (together with accrued interest, if any), and upon such repayment there shall be no further liability or obligation by either of the parties hereunder and this Agreement shall become null and void and of no force or effect, and all copies of this Agreement shall be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5cancellation.
Appears in 1 contract
Title. Purchaser may examine a Title will be marketable in Seller at the time of Closing, subject Report(s) and all exceptions to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment"Report(s) issued by Escrow Agent, together with a title company current ALTA survey. Purchaser shall have ten (10) calendar days from its receipt of the Seller’s choice (the “Title Company”Report(s) and survey in which to insure the title to the Unit in Purchaser's name for the amount review and notify Seller of the Purchase Price. If the Commitment discloses the existence of any defects in titleits approval, other than those set forth in the Preliminary Reportconditional approval, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice or disapproval of the title matters disclosed in the Title Report(s). If Purchaser timely notifies Seller of specific defects within seven such ten (710) day period, Seller will have ten (10) calendar days after receipt of the Commitment. Thereafter, Purchaser’s notification of any defect in which to advise Purchaser that: (i) Seller will have forty-five (45) days in which Seller may elect remove any objectionable exceptions to cure title or obtain appropriate endorsements to the defects and render title marketable Title Policy on or provide title insurance against the defects, and if necessary before the Closing shall Date; or (ii) Seller will not cause the exceptions to be postponed accordinglyremoved. If Seller fails does not deliver its response notice within the ten (10) calendar day period, Seller is required to cure make an election in writing and to notify the defects or provide title insurance after timely notice Purchaser and Escrow Agent of it’s election. If Seller advises Purchaser that it will not cause the exceptions to be removed, Purchaser will have until the expiration of the defects or Seller elects not Due Diligence Period to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaserelect, as its sole remedy, may electto (x) proceed with the purchase and acquire the Properties subject to such exceptions without reduction in the Purchase Price, within seven or (7y) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this AgreementAgreement by written notice to Seller and Escrow Agent, in which event all amounts paid to Seller under this Agreement case the Deposit and any interest thereon will be returned to Purchaser (other than amounts paid because of changes to and the Plans and Specifications requested Escrow cancellation costs will be borne by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase PricePurchaser. If Purchaser fails to does not give timely Seller notice of terminationits election within the Due Diligence Period required above, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance proceed with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.transaction contemplated under this Agreement;
Appears in 1 contract
Sources: Purchase and Sale Agreement
Title. Title will be marketable in Seller Lessee shall promptly order at its sole cost and expense (i) a current commitment for owner’s and/or leasehold title insurance covering the time Premises and all beneficial easements and (ii) a current instrument survey dated after the date of Closingthis Lease certified to Lessee and Lessee’s title insurer prepared by a licensed land surveyor according to 2011 ALTA/ASCM Standards showing the boundaries of the Premises, subject to the matters set forth in location of any easements (benefiting and burdening), rights-of-way, improvements and encroachments thereon and certifying the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below number of acres (the “Preliminary ReportSurvey”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, Lessee may order at its expense, will give sole cost and expense UCC and other searches. Lessee shall have the right to Purchaser a title insurance commitment (raise objections to the "Commitment") issued by a title company status of the Seller’s choice (the “Title Company”) to insure the title to the Unit Premises. Without limitation, one or more liens, encumbrances, restrictions, covenants, easements, rights of way or other matters affecting title shall constitute title defects to which Lessee may object, in Purchaser's name for the amount of the Purchase PriceLessee’s sole and absolute discretion. If the Commitment discloses the existence of Lessee raises any defects in title, other than those set forth in the Preliminary Report, the documents referred objections to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion the Premises, Lessee shall notify Lessor, in writing, of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or such objections no later than the end of the forty-five Inspection Period (45“Title Objection Notice”) and if Lessee fails to provide such notice it shall be deemed to have waived any and all title objections except for “Must Cure Obligations” (as hereinafter defined). Lessor shall notify Lessee, in writing, within three (3) business days after Lessor’s receipt of the Title Objection Notice (“Title Response”) stating (i) which objections Lessor shall cure and (ii) which objections Lessor has elected not to cure. If Lessor fails to furnish the Title Response to Lessee within such three (3) business day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but Lessor shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected not to accept cure any of Lessee’s title as shown objections. If Lessor elects in the Commitment and Title Response not to have waived cure all defects. Purchaser expressly relinquishes and waives any and all other remediesof Lessee’s title objections set forth in the Title Objection Notice, claims, demands, and causes of action at law or in equity against Seller for failure Lessee may terminate this Lease by providing written notice to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly Lessor within three (3) business days following the recording Lessee’s receipt of the Condominium Map creating Title Response. If Lessor does not furnish Lessee with a Title Response within the Unit aforementioned three (as applicable3) business day period, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver Lessee may terminate this Lease by providing written notice to Purchaser, at least Lessor no later than five (5) business days after the end of the Inspection Period. If Lessor does furnish Lessee with a written response to the Title Objection Notice, but Lessor fails to cure by the Commencement Date any and all of Lessee’s title objections that Lessor indicated in its Title Response that Lessor would cure, then Lessee may terminate this Lease on written notice to Lessor. If Lessee does not terminate this Lease as provided in this Section 8, such uncured title objections, other than Must Cure Obligations, shall be deemed to be “Accepted Encumbrances” acceptable to Lessee and shall no longer be deemed objections to title. Notwithstanding anything to the contrary herein, Lessor shall be obligated to cure the Must Cure Obligations by the Commencement Date, except for any mortgages for which Lessor obtains a Non-Disturbance Agreement. If Lessee exercises the Purchase Option, Lessor shall be obligated, no later than the closing of the sale of the Premises to Lessee, to satisfy, terminate, defease and discharge (and same not being raised as an exception to title shall be deemed Lessor’s compliance), any and all (a) mortgages, deeds of trust, assignments of leases and rents, financing statements and other financing liens and (b) mechanic’s liens, judgment liens and other monetary liens created by Lessor (collectively “Must Cure Obligations”). If Lessee exercises the Purchase Option, and if Lessor has elected not to cure or does not cure on or before Closingthe closing of the sale of the Premises to Lessee, the Commitment in a revised formtitle objections raised by Lessee as well as the Must Cure Obligations, reflecting other than Permitted Encumbrances, then Lessee may terminate this Lease and the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments Purchase Agreement by providing written notice to Lessor. Prior to the Commitment (Commencement Date and the “Final Commitment”)issuance of Lessee’s policy of leasehold title insurance, which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable Lessee may raise title objections that arise subsequent to the Unit issuance of Lessee’s title commitment and Lessee’s Survey, and may terminate this Lease, if such title exceptions and/or defects were not disclosed in Purchaserthe initial title commitment and initial survey, upon payment of the policy premium and are not cured by Seller and the satisfaction of certain requirements by Seller, subject Lessor prior to the standard printed Commencement Date. For purposes of this Lease, “Permitted Encumbrances” shall mean (a) encumbrances caused by the acts or omissions of Lessee, (b) any title exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust disclosed in favor of SellerLessee’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with commitment, or matters shown on the Final CommitmentSurvey, to which title insurance policy will also include “owner’s extended coverage” Lessee does not object and delete or insure over standard printed exceptions Nos. 1-5(c) any Accepted Encumbrances.
Appears in 1 contract
Sources: Lease Agreement
Title. At any time within thirty (30) days after the last to be received of the Title will be marketable Commitment, Title Documents and the Purchaser Survey (or, if the Purchaser Survey is the only item outstanding, the date by which Purchaser was required to have obtained the Purchaser Survey, if sooner), Purchaser shall have the right to object in Seller at writing to any liens, encumbrances or other title-related matters or defects reflected by the Title Commitment or Purchaser Survey (or matters that could have been shown on the Purchaser Survey had it been completed by the time such objections were due). All title and survey matters to which Purchaser timely objects in writing are hereinafter referred to as the “Non-Permitted Encumbrances.” If Purchaser timely objects and Seller elects to attempt to cure the Non-Permitted Encumbrances, the Contingency Period shall be automatically extended until the earlier of Closing(i) ten (10) days after Seller notifies and provides confirming evidence to Purchaser that Seller has completed the cure or has been unable to complete the cure or (ii) sixty (60) days after the original expiration date of the Contingency Period. If no such notice of objection is given by Purchaser during such time, subject then it shall be deemed that all matters reflected by the Purchaser Survey (or that could have been disclosed by a Purchaser Survey if timely completed) and Title Commitment are Permitted Encumbrances. “Permitted Encumbrances” are (i) all applicable laws and regulations of local, state and federal governmental units, agents and subdivisions of all kinds, (ii) rights of the third parties to the matters certain submerged land as set forth in standard printed exception 4 of Schedule B in the Preliminary Title Report delivered standard Texas T-1 owner policy title commitment, including, but not limited to, any part of the Land that is submerged and may be subject to Purchaser pursuant to Section 9.c below claim of ownership by the State of Texas or the Port of Houston (the “Preliminary ReportSubmerged Land Exception”), (iii) liens for ad valorem taxes not yet due and payable, (iv) the documents referred to Land being located in Section 9 below any regulated or recognized flood zone or floodway, (v) the Closing Access Agreement, (vi) the Leaseback Agreement, and those (vii) all other matters shown on in the Map Title Commitment or Purchaser Survey (and any matters that could have been shown by a survey if the Purchaser Survey is not timely obtained by Purchaser) that are not timely objected to by Purchaser or that are timely objected to by Purchaser but to which Purchaser’s objections are waived or deemed waived under the provisions of the Projectthis Agreement. SellerSeller may, but shall not be obligated, at its expensesole cost, will to attempt to cure or remove all Non-Permitted Encumbrances, and, if Seller elects to attempt to cure, Seller shall so notify Purchaser within ten (10) days of receiving Purchaser’s objection notice. Failure of Seller to timely give notice of its election to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) attempt to insure the title cure shall be deemed its election to the Unit in Purchaser's name for the amount of the Purchase Pricerefuse to attempt to cure. If the Commitment discloses the existence of any defects in titleSeller elects to attempt to cure, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, then Seller shall thereafter give Purchaser must give Seller written notice of the title defects within seven completion or failure of such cure by the date that is ten (710) days after receipt prior to expiration of the Commitment. Thereafter, extended Contingency Period (if Seller will have forty-five fails to give such notice to Purchaser ten (4510) days in which prior to the end of the extended Contingency Period, then Seller may elect shall be deemed to have notified Purchaser that it will not cure any such items except those herein below described as being Mandatory Cure Items). Seller at its sole cost shall, however, be obligated to cure or remove at or before Closing the defects following (“Mandatory Cure Items”): (A) all mortgages, deeds of trust, or other voluntary liens securing financial obligations that have been created, or knowingly assumed, by Seller or anyone acting on behalf of Seller and render title marketable (B) mechanic’s or provide title insurance against materialmen’s lien claims (“M&M Lien Claims”), whether or not Purchaser objects thereto during the defects, and if necessary the Closing shall be postponed accordinglyperiod provided above for Purchaser making objections. If Seller fails to cure the defects or provide title insurance after does not timely notice cause all of the defects Non-Permitted Encumbrances to be removed or Seller elects not to pursue a cure or title insurance as evidenced by a cured, and timely written notice thereof to be given to Purchaser, or if Seller elects or is deemed to have elected not to attempt to cure any Non-Permitted Encumbrances, then Purchaser, as its sole and exclusive remedy, may elect, within seven shall have the right either: (7i) days after the earlier of Purchaser’s receipt of Seller’s to terminate this Agreement in accordance with Section 11(c) hereof by delivering notice of election not to cure or Seller before the end of the forty-five Contingency Period, or (45) day period, either (aii) to elect to purchase the Real Property subject to the Non-Permitted Encumbrances without reduction of the Purchase Price (which election Purchaser shall be deemed to have made if it does not elect to timely terminate this Agreementunder option (i) hereof), in which event all amounts paid to Seller under this Agreement will be returned to Purchaser such uncured Non-Permitted Encumbrances (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by SellerMandatory Cure Items) shall become Permitted Encumbrances for purposes hereof; provided, in its sole discretionhowever, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or retains its right to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording require removal of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at Mandatory Cure Items on or prior to Closing and that hold Seller will take all action required in default by Seller’s lender reason of its failure to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5do so.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Orion Group Holdings Inc)
Title. Title will be marketable in A. No later than fifteen (15) days after the Effective Date, Seller at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Sellershall obtain, at its sole cost and expense, will give and deliver to Purchaser a current ALTA owner’s title commitment for title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title CompanyCommitment”) to insure issued by the title to Escrow Agent, together with true and complete copies of all exceptions contained therein. Purchaser shall order, at its cost and expense, an ALTA Survey (the Unit in Purchaser's name for “Survey”). Upon the amount receipt of the Purchase Price. If Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than the expiration of the Review Period, furnish a copy of the Title Commitment discloses the existence of any defects in titleand Survey to Seller, other than those set forth in the Preliminary Report, the documents referred together with a statement as to in Section 9 below, those matters which exceptions shown on the final Map of Title Commitment are acceptable to Purchaser (the Project “Permitted Exceptions”) and the standard printed exceptions appearing in requirements which Purchaser requires Seller to satisfy. The parties agree that the CommitmentLeases, zoning ordinance, and such defects render title to any portion of the Unit unmarketable taxes which are a lien but not then due and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing payable shall all be postponed accordinglyPermitted Exceptions. If Seller fails determines that it is not able or is unwilling to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event cause all amounts paid to Seller under this Agreement will be returned to Purchaser (exceptions other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue Permitted Exceptions to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one removed from the Title Commitment or more additional periods of time within that there are requirements which Seller may but shall not be required is unable or unwilling to attempt to curesatisfy, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least then within five (5) days before Closingafter notice from Purchaser noting the Permitted Exceptions and requirements, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and other reasonable adjustments those requirements which Seller is unable or unwilling to the Commitment (the “Final Commitment”), which Final Commitment Purchaser acceptssatisfy. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium Failure by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of give Seller’s lender, if any. Notice shall be deemed an election by Seller specifically acknowledges and agrees that all exceptions other than Permitted Exceptions will be removed from the Unit must be released from any such deed of trust at or prior to Closing Title Commitment and that Seller will take satisfy all action required requirements for the issuance of the title policy on or before Closing. If Purchaser does not give notice to Seller of Purchaser’s objection of such additional Permitted Exceptions or requirements within five (5) days after receipt by Purchaser of Seller’s lender Notice, if any, Purchaser shall be deemed to accomplish have agreed to take title subject to such additional Permitted Exceptions. If Purchaser objects in writing to Seller’s expansion of the same. After Permitted Exceptions within the Closingtime permitted herein, SellerPurchaser shall be deemed to have terminated this Contract (unless the parties agree otherwise in writing), at its expensein which event the Escrow Agent shall immediately forward the Deposit to Purchaser, will cause and neither party shall have any further liability or obligations to the Title Company other hereunder, provided, however, the indemnity in subsection 3 A hereof shall survive such termination.
B. Notwithstanding the provisions of subsection A to issue the contrary, on the Closing Date, as defined below, title to Purchaser a title insurance policy in conformance with the Final CommitmentProperty shall be good and marketable, which title insurance policy will also include “owner’s extended coverage” free and delete or insure over standard printed exceptions Nos. 1clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-5of-way, easements, encroachments and other matters, except for the Permitted Exceptions.
C. Intentionally deleted.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Title. Purchaser shall secure for examination a Commitment for Owner’s Policy of Title will be marketable in Seller at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown Insurance on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit Real Property in Purchaser's name for the amount of the Purchase Pricepurchase price. If After receipt of the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Reportcommitment, the documents referred to in Section 9 belowPurchaser shall have the same examined, those matters shown on the final Map of the Project and the standard printed exceptions appearing in Seller shall evenly share the Commitmentcost, and such defects render title to any portion of notify the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after of receipt of commitment or abstract, of the Commitmentdefects in the title, if any. ThereafterIf the Commitment shows exceptions that are objectionable to Purchaser, then Purchaser shall notify Seller, in writing, specifying any such objectionable title matter. Prior to Closing, Purchaser shall have received adequate assurances that any such objectionable title matter will be removed or endorsed over on or before closing; provided, however, Seller will shall not be in breach or default of this agreement if Purchaser does not receive such assurances, it being understood that Seller shall have forty-five (45) days in which Seller may elect no duty or obligation to cure the defects and render cause any objectionable title marketable matter to be removed or provide title insurance against the defects, and if necessary the Closing shall be postponed accordinglyendorsed over. If Seller does not cause an objectionable title matter to be removed or endorsed over, Seller shall provide written notice to Purchaser of the same at least three (3) business days prior Closing. Purchaser may terminate this Agreement if Seller fails to cure any objectionable title matter and receive a full refund of its ▇▇▇▇▇▇▇ Money. Matters disclosed by the defects or provide title insurance after timely notice of the defects or Seller elects Commitment which are not objected to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed in a timely manner or which are objected to, but which are waived by Seller, Purchaser shall constitute permitted encumbrances. Failure of Purchaser to notify Seller in its sole discretion, for which Purchaser will continue to be liable), and neither party will have writing of any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable objectionable title or other interest in or survey matter within the time periods prescribed herein shall constitute an election by Purchaser to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render take title to the Unit unmarketableProperty subject to the Permitted Encumbrances. If, at closing, Purchaser is unable to obtain an owner’s policy consistent with its timely title objections, Purchaser may terminate this Agreement and receive its ▇▇▇▇▇▇▇ Money. Seller hereby represents and warrants that Seller has good and marketable title to all property herein, free and clear of all liens and encumbrances except easements, reservations, mortgages or lender’s collateral agreements attached to the Property, and conveyances existing and of record. Seller represents that such recordings are permissible. Promptly following they have the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit unrestricted ability to convey good and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in PurchaserPurchaser with respect thereto. Breach of this representation by Seller shall constitute a material breach of this agreement If the Seller is not able to convey good and marketable title to all properties described herein, upon payment due to breach of this representation, by the date of closing, Purchaser shall have the option to extend the closing date to facilitate curative action or to receive the return of the policy premium by Seller full amount of the price. Alternatively, Purchaser shall have the right to waive all or any one or more of such defects and accept the satisfaction of certain requirements by Seller, property subject to said defect so waived. The cost of the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with shall be paid equally by the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5parties.
Appears in 1 contract
Sources: Purchase Agreement
Title. Title will be marketable in A. Pursuant to the provisions of this Article, Seller at shall convey and Buyer shall accept title to the time of Closing, Project subject to the matters exceptions set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below on Exhibit “E” attached hereto and made a part hereof (the “Preliminary ReportPermitted Encumbrances”).
B. Buyer shall, before the documents referred to in Section 9 below and those matters shown on the Map end of the Project. SellerMortgage Contingency Period, obtain, at its sole cost and expense, will give to Purchaser a title insurance commitment (the "“Buyer’s Title Commitment"”) issued by a title company of the Seller’s choice (the “Title Company”) to insure . In the event that Buyer’s Title Commitment discloses material exceptions or defects affecting title to the Unit Project other than the exceptions set forth on Exhibit “E”, then Buyer shall notify Seller in Purchaser's name for writing of its objections to title (including a copy of Buyer’s Title Commitment disclosing the amount exceptions or defects affecting title to the Project) before the end of the Purchase PriceMortgage Contingency Period. If Any objections to title by Buyer shall be made by written notice (stating in such notice specifically the Commitment discloses objections to title) to Seller sent before the existence end of any defects in titlethe Mortgage Contingency Period. In the event that Buyer fails to notify Seller of its objection to the title before the end of the Mortgage Contingency Period, all such objections shall be deemed waived (other than those set forth in objections which may arise subsequent to the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map date of the Project and the standard printed exceptions appearing in the Buyer’s Title Commitment, and but prior to the Closing Date), which waiver shall survive Closing. Upon receipt of Buyer’s notice, Seller shall either elect, at its option, (a) by notice to Buyer, not to eliminate such defects render title exceptions, or (b) to any portion of the Unit unmarketable and the defects are undertake to cure same, in which event Seller shall have a reasonable time to cure same, not waived by Purchaserexceeding, Purchaser must give Seller written notice of the title defects within seven however, one hundred twenty (7120) days after receipt of the Commitment. Thereaftersuch notice from Buyer; nevertheless, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordinglyunder no obligation to remove any exceptions or to bring any action or proceeding or incur any expense in order to remove any exception. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced eliminate such exceptions, then Buyer, within ten (10) days after Seller’s notice, shall either (x) elect to terminate this Agreement by a written notice to PurchaserSeller, Purchaserin which event the Deposit shall thereupon be returned to Buyer and Buyer shall not be entitled to any other rights and remedies, as its sole remedyand if Buyer shall terminate this Agreement, may elect, within seven neither party shall have any liability whatsoever to the other hereunder and this Agreement shall be null and void and of no further force and effect without further action of the parties; or (7y) days after elect to accept title to the earlier Project without any abatement of Purchaser’s receipt the Purchase Price and without any liability on the part of Seller, in which event Seller shall convey such title to the Project without any abatement in the Purchase Price and Buyer’s notice objections to title shall be deemed waived (other than those objections which may arise subsequent to the date of Buyer’s Title Commitment, but prior to the Closing Date), which waiver shall survive Closing. If Buyer shall not make such election not to cure or the end of the forty-five within such ten (4510) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but Buyer shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title clause (y) above with the same force and effect as shown in the Commitment and to have waived all defectsif Buyer had elected clause (y) within such ten (10) day period. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and Buyer agrees that Purchaser has no equitable the requirements of this Article (i.e., making title or other interest in or to the Unit prior to Closing good and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Sellermarketable, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, set forth herein) will be met if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust Buyer can obtain at its expense or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its Buyer’s expense, will cause the Title Company to issue to Purchaser can obtain a commitment from a nationally-recognized and reputable title insurance policy company to insure at regular rates the title in conformance with Buyer’s name subject only to (i) the Final Commitmentgeneral exceptions contained in the policy; (ii) the Permitted Encumbrances; and (iii) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed by the payment of money at the time of Closing and which Seller may so remove at that time by using the funds to be paid upon the delivery of the Deed. The title commitment shall be conclusive evidence of good and marketable title as therein shown as to all matters insured by the policy, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed subject only to the exceptions Nos. 1-5as therein stated.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Butler International Inc /Md/)
Title. Purchaser’s obligation to purchase the Property is contingent upon Purchaser’s approval of all matters affecting title to or use of the Real Property (collectively, “Title will be marketable in Seller at Matters”). The intent of this Section 4(d) is to allow the time parties to have certainty regarding the condition of Closing, subject title and the Title Matters which are acceptable to the matters Purchaser. The procedure set forth in this Section 4(d) shall not affect or otherwise limit the Preliminary Purchaser’s right to terminate this Agreement for any reason or no reason at all as set forth in Section 4, above. Seller shall use commercially reasonable efforts to cause the Title Report delivered Company to deliver to Purchaser pursuant within five (5) Business Days of the Effective Date, a current preliminary title report for the Real Property and, to Section 9.c below the extent possible, legible copies of all documents referred to therein (the “Preliminary Title Report”). Purchaser shall have fifteen (15) Business Days thereafter, to approve or object to any items disclosed by the documents Title Report. If Purchaser does not give written notice to Seller of Purchaser’s approval or disapproval of any items disclosed by the Title Report within said time period, then Purchaser shall be deemed to have approved the items disclosed by the Title Report. If Purchaser gives written notice to Seller of Purchaser’s disapproval of any items disclosed by the Title Report within said time period and Seller does not give written notice to Purchaser within five (5) Business Days thereafter of either: (i) Seller’s elimination of or agreement to eliminate those disapproved matters prior to the close of Escrow; or (ii) Seller’s agreement to provide at Seller’s sole expense such title insurance endorsements relating thereto as are acceptable to Purchaser in Purchaser’s sole discretion prior to the close of Escrow (each, a “Cure Notice”), then this Agreement shall terminate immediately, unless Purchaser affirmatively agrees in writing within five (5) Business Days thereafter that this Agreement will remain in full force and effect and that the previously disapproved items disclosed by the Title Report are approved by Purchaser. If the Title Company issues a supplemental title report prior to the close of Escrow showing additional exceptions to title (“Title Supplement”), Purchaser shall have five (5) Business Days from the date of receipt of the Title Supplement and a copy of each document referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give Title Supplement in which to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of disapproval as to any additional exceptions; provided, however, Purchaser may not disapprove any exceptions that were contained in the title defects within seven (7) days after receipt of the Commitmentoriginal Title Report or are otherwise Permitted Exceptions. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that any such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording written notice of disapproval of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least Title Supplement within such five (5) days before ClosingBusiness Day period shall be deemed to mean that Purchaser has approved all such additional exceptions. If Purchaser disapproves any additional exception shown in the Title Supplement, then Purchaser and Seller will have the Commitment same rights and obligations set forth above in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description this Section regarding Purchaser’s original review and approval of the Unit and other reasonable adjustments Title Report. Notwithstanding the foregoing, Seller shall cause all Title Matters which are mechanics’ liens or deeds of trust to be eliminated as exceptions to title on the Title Policy at Seller’s sole expense prior to the Commitment (the “Final Commitment”)close of Escrow, which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include record any deed of trust in favor of Sellerdocuments against the Property from and after the Effective Date without Purchaser’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5written consent.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Title. Title will be marketable in Seller at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have Within forty-five (45) days of the Effective Date (the “Title Review Period”), Purchaser shall notify Seller in which Seller may elect writing (the “Title Objection Notice”) of any matters related to cure or affecting title to the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing Premises that are objectionable to Purchaser in Purchaser’s sole discretion (“Title Defects”). Purchaser shall be postponed accordingly. If Seller deemed to have waived the right to object to any matter affecting title, if Purchaser fails to cure specifically identify such matters in the defects or provide title insurance after timely notice of the defects or Seller elects Title Objection Notice (each matter not objected to pursue being deemed a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within "Permitted Encumbrance”). Within seven (7) days after the earlier of PurchaserSeller’s receipt of Seller’s the Title Objection Notice, Seller may, but shall not be obligated to, undertake to cure any of the matters identified in the Title Objection Notice. Seller shall provide Purchaser with written notice of such election not within such seven (7) day period. In the event that seller elects to undertake to cure or the end such Title Defects, Seller shall have a period of the not more than forty-five (45) day perioddays after notice of Seller’s election within which to cure any such Title Defects (the “Title Cure Period”), and the Closing Date shall be extended until five (5) days after the expiration of the Title Cure Period. Seller agrees that after the Effective Date it shall not permit or suffer encumbrance of the Premises with any liens, easements, leases or other encumbrances without Purchaser’s prior written consent, except that Purchaser shall not unreasonably withhold, condition or delay its consent to new leases. On or before the Closing Date, Seller shall remove at its sole cost any such matters affecting the title to the Premises suffered or created by or consented to by Seller after the Effective Date that are not approved in writing by Purchaser. If Title Defects are not cured within the Title Cure Period, then Purchaser shall elect, by written notice to Seller on or before the Closing Date, as the same may be extended, either (ai) to accept title to the Premises subject to such uncured Title Defects, in which case such Title Defects shall be Permitted Encumbrances, or (ii) to terminate this AgreementContract, in which event all amounts paid to Seller under this Agreement will whereupon the Deposit shall be returned immediately to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will shall have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Contract.
Appears in 1 contract
Sources: Contract for the Sale of Commercial Real Estate (Star Equity Holdings, Inc.)
Title. (a) Title will be marketable Insurance and Survey. Not later than three (3) days after Buyer receives an original of this Agreement executed by Seller, Seller shall order the Title Insurance Commitment and Buyer's counsel shall order the Survey. In the event that the Title Insurance Commitment or Survey discloses and/or reflects the existence of one or more matters which, in the reasonable determination of Purchaser, has/have a material adverse impact on the current use and/or value of the Property (each, a "Title Objection"), then the Purchaser may, by notice received by Seller at the time of Closing, subject prior to the matters set forth in end of the Preliminary Inspection Period specifically describing each Title Report delivered to Purchaser pursuant to Section 9.c below Objection (the “Preliminary Report”"Title Objection Notice"), notify Seller of such Title Objection(s). The Title Objection Notice shall be accompanied by a copy of the documents referred Title Insurance Commitment or Survey clearly depicting each Title Objection. Purchaser shall be deemed to in Section 9 below and those have accepted all matters shown on the Map Title Insurance Commitment and/or Survey except for matters which are included in the Title Objections. Seller shall have five (5) business days following receipt of the ProjectTitle Objection Notice to cure or agree in writing to cure such Title Objections, but Seller shall have no obligation whatsoever to cure such Title Objections or to incur any cost or expense in connection therewith. Seller, at its expense, will give In the event that Seller agrees in writing to Purchaser a title insurance commitment (the "Commitment") issued by a title company cure any of the Seller’s choice (the “Title Company”) to insure the title Objections, Seller shall cure such Title Objections on or prior to the Unit Closing Date. In the event that Seller has not cured or agreed in Purchaser's name for writing to cure all of the amount Title Objections within the five (5) business day period specified above, Purchaser shall either: (1) waive the uncured Title Objections by written notice to Seller and Escrow Agent and accept the Property and title thereto subject to the uncured Title Objections without any adjustment of the Purchase Price, or (2) terminate this Agreement. If the Commitment discloses the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are Purchaser's waiver notice is not waived received by Purchaser, Purchaser must give Seller written notice of the title defects within seven ten (710) business days after Seller's receipt of the Commitment. ThereafterTitle Objection Notice, Seller then it will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall conclusively be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) presumed that Purchaser elected to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 1 contract
Title. Title will (a) Within ten (10) days after the date hereof, Seller shall deliver or cause to be marketable in Seller at the time of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a preliminary title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice report (the “Title CompanyReport”) from the Title Company showing record title of the Land and Improvements and all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and all other matters of record affecting the Land and Improvements, together with legible copies of all such matters, including vesting and exception instruments, listed in the Title Report.
(b) Purchaser shall have fifteen (15) days after delivery of the Title Report (the “Title Review Period”) to insure object in writing to any liens, encumbrances, and other matters reflected by the title Title Report (the “Title Objection Notice”). All such matters to which Purchaser so objects shall be “Non-Permitted Exceptions”). If no such objection for a matter is given during the Unit in Purchaser's name Title Review Period, all such matters shall be “Permitted Title Exceptions,” except for judgment liens, construction liens, and other liens against the amount Property (unless such liens were caused by Purchaser and other than the liens for taxes and assessments which are not delinquent). Within fifteen (15) days after delivery of the Purchase Price. If the Commitment discloses the existence of any defects in titleTitle Objection Notice (“Seller’s Response Period”), other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Seller shall give Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable whether or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller not it elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the fortyremove such Non-five (45) day periodPermitted Exceptions prior to Closing; however, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will at its cost shall be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt obligated to cure, remove or obtain title insurance protection insure around all judgment liens, construction liens and other liens or mortgages against the exceptionsProperty (unless such liens were caused by Purchaser and other than the liens for taxes and assessments which are not delinquent), whether or not Purchaser objects thereto during the Title Review Period. If within Seller’s Response Period, Seller delivers notice to Purchaser that it does not elect to cause all of the Non-Permitted Exceptions to be removed, cured or insured around, or if Seller fails to timely deliver any notice to Purchaser within Seller’s Response Period, then Purchaser may either:
(i) purchase the Property subject to the Non-Permitted Exceptions (other than judgment liens, construction liens, and other liens against the Property, but not including liens caused by the Purchaser or liens for taxes and assessments which are not delinquent), in which event such Non-Permitted Exceptions shall be deemed Permitted Title Exceptions; or or
(ii) terminate this Agreement.
(c) If prior to accept Closing, the Title Company issues a supplemental or amended Title Report showing additional title with all defects as shown exceptions (an “Amended Title Report”), Purchaser shall have an additional period of time (a “Supplemental Review Period”) equal to five (5) Business Days from the receipt of the Amended Title Report to object in the Commitment, without adjustment in the Purchase Pricewriting to any such additional exceptions (a “Supplemental Title Objection Notice”). If Purchaser fails to give timely notice of terminationno such objections are given during the Supplemental Review Period, Purchaser will such exceptions shall be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remediesPermitted Title Exceptions, claimsexcept for judgment liens, demandsconstruction liens, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded liens against the Project additional easements and/or Property (unless such liens were caused by Purchaser and other documents that do than the liens for taxes and assessments which are not render title to the Unit unmarketable, and that such recordings are permissibledelinquent). Promptly following the recording Within five (5) Business Days after delivery of the Condominium Map creating the Unit Supplemental Title Objection Notice (as applicable, the first Condominium Map or the subsequent “Seller’s Supplemental Map for StratosResponse Period”), Seller shall procure a legal description give Purchaser written notice of whether or not it elects to cure or remove such Non-Permitted Exceptions prior to Closing; however, Seller at its cost shall be obligated to cure, remove or insure around all judgment liens, construction liens and other liens or mortgages against the Property (unless such liens were caused by Purchaser and other than the liens for taxes and assessments which are not delinquent), whether or not Purchaser objects thereto during the Supplemental Title Review Period. If within Seller’s Supplemental Response Period, Seller delivers notice to Purchaser that it does not elect to cause all of the Unit and Non-Permitted Exceptions to be removed, cured or insured around, or if Seller fails to timely deliver any notice to PurchaserPurchaser within Seller’s Supplemental Response Period, at least five then Purchaser may either:
(5i) days before Closing, purchase the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, Property subject to the standard printed exceptions Non-Permitted Exceptions (other than judgment liens, construction liens, and other liens against the exceptions Property, but not including liens caused by the Purchaser or liens for taxes and assessments which are not delinquent), in which event such Non-Permitted Exceptions shall be deemed accepted Permitted Title Exceptions; or
(ii) terminate this Agreement. For the avoidance of doubt, all liens caused by Purchaser pursuant to this Section aboveand liens for taxes and assessments which are not delinquent, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the are Permitted Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Exceptions.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Medicine Man Technologies, Inc.)
Title. Title to the Equipment will be marketable in Seller at free and clear of all liens, leases, claims and encumbrances of any kind except for the time Liens and the rights of Closing, subject to the matters set forth in lessees ("Lessees") under the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown leases described on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment Schedule (the "CommitmentLeases"). Simultaneously with the receipt by Seller of such wire transfer, (i) issued by Seller shall deliver to Buyer a ▇▇▇▇ of sale for the Equipment (the "▇▇▇▇ of Sale"), in the form annexed hereto as Exhibit A, transferring title company thereto to Buyer free and clear of all liens, leases, claims and encumbrances of any kind other than the Liens and the rights of the Seller’s choice Lessees under the Leases and (ii) Buyer and Seller will enter into an Assignment and Assumption Agreement (the “Title Company”) "Assignment Agreement"), in the form annexed hereto as Exhibit B, pursuant to insure which all rights of Seller as lessor under the title Leases will be assigned to Buyer, free and clear of all liens, claims and encumbrances other than the Unit in Purchaser's name for Liens and the amount rights of the Purchase PriceLessees under the Leases. If Additionally, simultaneously with the Commitment discloses the existence receipt by Seller of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos)wire transfer, Seller shall procure a legal description of the Unit and deliver to PurchaserBuyer (i) notices, at least five (5) days before Closingin the form of Exhibits C-1 and C-2 hereto, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments addressed to the Commitment Lessees under the Funded Leases (as hereinafter defined) and signed by Seller (ii) notices, in the “Final Commitment”)form of Exhibit D hereto, which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title addressed to the Unit Lessees under the Unfunded Leases (as hereinafter defined) and signed by the Seller and (iii) notices, in Purchaserthe form of Exhibit E hereto, upon payment of addressed to the policy premium Lenders under the Funded Leases and signed by Seller. Additionally, simultaneously with the receipt by Seller of such wire transfer, (i) Buyer and Seller shall enter into a letter agreement, in the satisfaction form of certain requirements by SellerExhibit F hereto, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which Buyer shall not include any deed of trust in favor of Seller’s lender, if any. agree to lend possession to Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.of
Appears in 1 contract
Title. Title will be marketable in Seller at (a) Purchaser acknowledges that it has received and reviewed (a) the time PTR; (b) copies of Closing, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the all recorded documents referred to in Section 9 below and those matters shown on the Map Schedule B of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment PTR; and (the "Commitment"c) issued by a title company any existing survey of the SellerLand provided that, if Purchaser elects to order an updated or new survey at any time, Purchaser may do so at Purchaser’s choice (sole cost and expense. By its execution hereof, Purchaser hereby expressly waives and approves the “Title Company”) Permitted Exceptions, and Purchaser waives any right to insure the title terminate this Agreement or condition to the Unit in Purchaser's name for the amount purchase of the Purchase PriceProperty with respect to the Permitted Exceptions.
(b) As a condition to Purchaser’s obligation to purchase the Property under this Agreement, Title Company shall have issued the Title Commitment. Seller shall execute such mechanic’s lien indemnity, substantially similar to Exhibit K, as may be reasonably required by the Title Company in connection with issuance of the Title Policy. If at Closing the Commitment discloses Title Company has not issued the existence of any defects in title, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title Title Policy due to any portion of the Unit unmarketable and the defects are not waived by PurchaserTitle Defects, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the Commitment. Thereafter, Seller will have forty-the following options, which must be exercised by Purchaser within five (455) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) business days after the earlier of Purchaser’s receipt the scheduled Closing Date or the date on which Seller gives notice to Purchaser that the Title Company will not be able to issue the Title Policy to:
(i) accept title to the Property with the Title Defects without reduction of the Purchase Price (except that if the Title Defect is in the form of a monetary lien created by Seller’s notice , Purchaser may, at its election, deduct from the Purchase Price at Closing the amount of election the lien or encumbrance or Seller shall pay off such lien or encumbrance at Closing);
(ii) postpone the Closing for not more than fifteen (15) days to give Seller time in which to remove or correct the Title Defects, which Seller agrees to use reasonable good faith efforts to do so; or
(iii) elect not to cure consummate the transaction; provided that if the Title Defect is a monetary Title Defect which cannot be retired from the net cash proceeds otherwise available to Seller at Closing or was caused by the end act or omission of the forty-five (45) day periodSeller or its agents, either (a) employees and contractors, Seller shall be in material breach of this Agreement and Purchaser shall be entitled to terminate this Agreement, Agreement in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, manner described in its sole discretion, for which Purchaser will continue to be liableSection 5(b), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Priceabove. If Purchaser fails elects to give timely notice of terminationpostpone the Closing under clause (ii), Purchaser will have the further choice of clause (i) or (iii) to be deemed exercised by notice to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least given within five (5) business days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description after expiration of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser acceptspostponement. The Final Commitment Closing Date will commit be extended for a period of time (not to insure marketable exceed thirty days) necessary to permit Purchaser to exercise the rights in this Section 6.
(c) Purchaser hereby agrees that, in the event Purchaser directs Seller to convey title to the Unit in Property at Closing to any Person other than Purchaser, upon payment of the policy premium by Seller and grantee shall have first assumed Purchaser’s interest in this Agreement prior to such Person being named the satisfaction of certain requirements by SellerGrantee under the Grant Deed, subject in the form attached hereto as Exhibit G. Purchaser hereby agrees (and, if applicable, such grantee shall agree) to look solely to the standard printed exceptions Title Policy in connection with, and hereby releases (and, if applicable, such grantee shall release) Seller from any and all liability for, matters of title, except to the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor extent of Seller’s lenderbreach of warranties implied under the Grant Deed, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior pursuant to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Civil Code Section 1113.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Title. Title will be marketable in (a) Subject to section 5(d), Seller at the time of Closing, subject agrees to convey to Purchaser fee simple title to the matters Property by limited warranty deed, free and clear of all liens, encumbrances, assessments, agreements, options and covenants, except for such encumbrances set forth on Exhibit C attached hereto (those items set forth on Exhibit C, the “Permitted Encumbrances”). Purchaser shall obtain a title insurance commitment to insure the Property through Escrow Agent, along with copies of all exception documents, plats and tax information (the “Title Commitment”).
(b) Purchaser shall have until 5:00 p.m. (Eastern Time) on the forty-fifth (45th) day after the Effective Date (the “Due Diligence Period”) of this Agreement to examine title to the Property. Purchaser may, by written notice to Seller and Escrow Agent prior to the expiration of the Due Diligence Period (“Title Objection Letter”), object to any matter of title (whether or not such matter is listed on said Exhibit C). Any matter of title set forth in the Preliminary Title Report delivered Commitment to which Purchaser fails to timely object shall be conclusively deemed to have been approved by Purchaser and shall become a Permitted Encumbrance. If Purchaser delivers the Title Objection Letter to Seller, Seller shall give written notice to Purchaser pursuant of its response to Section 9.c below such objections within fifteen (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment"15) issued by a title company of the days after Seller’s choice receipt of Purchaser’s notice thereof indicating whether Seller will cure the matters objected to by Purchaser (the “Title CompanyObjection Response”); provided, however, that Seller shall at its sole cost secure the release of any monetary liens or encumbrances of a definite or ascertainable amount by Seller’s payment or bonding against the same at or prior to Closing (“Required Cure Matters”). Other than with respect to Required Cure Matters, if Seller fails to, or elects not to, cure or satisfy on or before five (5) days prior to the date of Closing any objections contained in the Title Objection Letter (a “Title Defect”) then Purchaser shall elect to:
(i) waive such Title Defect(s) and close the sale without regard to insure said Title Defect(s) and without an adjustment to the Purchase Price; or
(ii) delete the portion or portions of the Property subject to such Title Defects from the Property conveyed by Seller to Purchaser at Closing, in which event the Purchase Price will be reduced by an amount equal to the fair market value of such deleted portions, as determined in accordance with Section 27 below. In the event that Seller does not deliver timely a Title Objection Response, or if Seller delivers the Title Objection Response indicating that Seller will cure the Title Defects, Seller shall cure all applicable Title Defects prior to Closing. It is agreed that Seller may cure any Title Defect(s) by causing the Title Company to issue at standard rates an owner's title insurance policy insuring title to the Unit in Purchaser's name for Property over said Title Defect(s).
(c) At any time prior to Closing Purchaser shall have the amount right to notify Seller of any title matter to which Purchaser objects which first appears of record after the effective date of the Purchase Price. If Title Commitment or otherwise becomes known to Purchaser after the Commitment discloses delivery of the existence of any defects in titleTitle Objection Letter, other than those set forth in the Preliminary Reportit being understood and agreed that no such title matter shall constitute a Permitted Encumbrance hereunder unless Purchaser does not object to, or objects to and subsequently waives objection to, the documents referred same.
(d) Subject to Section 5(d), so long as this Agreement remains in Section 9 belowforce, those matters shown on the final Map Seller shall not lease, encumber or convey all or part of the Project and the standard printed exceptions appearing in the CommitmentProperty or any interest therein, and such defects render title or enter into any agreement granting to any person any right with respect to the Property or any portion thereof, without the prior written consent of Purchaser. Notwithstanding the Unit unmarketable and foregoing, Seller may, without the defects are not waived by prior written consent of Purchaser, enter into or renew any recreational lease, license or agreement with a term of not more than one (1) year (a “New Lease”) provided that (i) any such lease is terminable upon not more than thirty (30) days’ notice; (ii) Seller delivers a copy of said New Lease to Purchaser must give Seller written notice of the title defects within seven three (7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (73) days after the earlier Effective Date of Purchaser’s receipt the New Lease; and (iii) said New Lease is entered into in the normal course of Seller’s notice business and is on Seller’s standard recreational lease form, a copy of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required has delivered to attempt to cure, remove or obtain title insurance protection against the exceptions; or Purchaser.
(ce) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest Seller may continue to conduct ongoing timber harvesting operations until Closing on those harvest planning units identified in or Exhibit E (the “Harvest Parcels”). If Seller is unable to complete such harvesting operations by Closing, Seller may retain the Unit prior right to Closing and that complete such title and interest will not pass to Purchaser until harvesting operations on such Harvest Parcels for one (1) year after the Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do If such harvesting operations are not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos)completed by Closing, Seller shall procure a legal description of reserve such timber in the Unit Deeds and deliver to Purchaser, Purchaser and Seller shall enter into an access and harvest agreement at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment Closing (the “Final CommitmentPost Closing Harvest Agreement”)) on terms and conditions reasonably acceptable to Purchaser and Seller providing Seller with the right to enter on to such portions of the Property by means of access routes approved by Purchaser to access and remove such timber. Seller shall retain all rights to such timber and all proceeds therefrom until Closing, and through the term of the Post Closing Harvest Agreement, if applicable. Seller shall (i) remain responsible for any severance taxes arising out of the removal of such retained timber, and (ii) indemnify, hold harmless and defend Purchaser, its successors and assigns, from and against any loss, cost, claim or liability, including without limitation, reasonable attorneys’ fees, associated with Seller’s operations on the Property after Closing, which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to obligations shall be reflected in the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Post Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Harvest Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (CatchMark Timber Trust, Inc.)
Title. Title will be marketable in Seller at the time of Closing, subject (a) Purchaser shall obtain such information concerning title to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below Property and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance policy commitment (the "Commitment") issued by as it shall desire at its sole cost and expense. Purchaser shall provide to Seller a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence copy of any defects in title, other than those set forth in the Preliminary Report, the documents referred title commitment which it obtains. Prior to in Section 9 below, those matters shown 5:00 p.m. (New York City time) on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within date seven (7) business days prior to the Closing Date, Purchaser shall advise Seller of any good faith objection to any matter affecting title to the Property or shown on any survey of the Property ("Title Objection"). Seller may, but shall not be obligated to, cure such Title Objection which has been timely made; provided, however, that Seller shall be obligated to obtain a release of any mortgage which encumbers the Property and any lien created by Seller (each, a "Required Cure Matter"). Within five (5) business days after receipt of the Commitment. Thereafterany Title Objection that it is not obligated to cure, Seller will shall notify Purchaser either that Seller shall attempt to cure such Title Objection or that Seller is unable or unwilling to do so. If Seller elects not to cure such Title Objection, Purchaser shall be deemed to have forty-waived all Title Objections unless on or prior to the Closing Date, Purchaser delivers to Seller written notice terminating this Agreement. If Seller shall have notified Purchaser within said five (455) business day period that it shall attempt to cure such Title Objection, then Seller shall have an additional fifteen (15) days in which Seller may elect to complete such cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing Date shall be postponed extended accordingly. If Seller fails is unable to complete such cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven during such additional fifteen (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (4515) day period, then at the end of such period Purchaser shall either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to waive such Title Objection and complete the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time Closing within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) business days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description thereafter or Purchaser shall notify Seller of the Unit termination of this Agreement. Seller shall not be liable to Purchaser in the event Seller attempts but is unable to cure such Title Objection. (Those matters which Purchaser is required to take title subject to in accordance with this Agreement, "Permitted Exceptions").
(b) It shall be a condition to Purchaser's obligation to purchase the Property and other reasonable adjustments consummate the Closing that the Deed convey to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure good and marketable fee simple title to the Unit Property, subject only to Permitted Exceptions and the rights of Tenants, which is insurable at standard rates by a reputable title insurance company licensed to do business in New York.
(c) In the event of termination of this Agreement pursuant to Section 5.01(a), the Deposit shall be returned to Purchaser, upon payment of and thereafter neither party shall have any further rights or obligations hereunder, except for the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5Termination Surviving Obligations.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Cornerstone Properties Inc)
Title. Title will be marketable in Seller at The Vendor or the time of Closing, subject to Vendor’s Solicitors shall notify the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map or his/her Solicitor following registration of the Project. Seller, at its expense, will give Creating Documents so as to permit the Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) or his/her Solicitor to insure the examine title to the Unit in (the “Notification Date”). The Purchaser shall be allowed twenty (20) days from the Notification Date (the “Examination Period”) to examine title to the Unit at the Purchaser's name ’s own expense and shall not call for the amount of the Purchase Price. If the Commitment discloses the existence production of any defects in surveys, title deeds, abstracts of title, grading certificates, occupancy permits or certificates, nor any other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice proof or evidence of the title defects within seven (7) days after receipt or occupiability of the CommitmentUnit, except such copies thereof as are in the Vendor’s possession. ThereafterIf within the Examination Period, Seller will have forty-five (45) days any valid objection to title or to any outstanding work order is made in writing to the Vendor which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing Vendor shall be postponed accordingly. If Seller fails unable or unwilling to cure remove and which the defects or provide title insurance after timely notice of the defects or Seller elects Purchaser will not to pursue a cure or title insurance as evidenced by a written notice to Purchaserwaive, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will shall, notwithstanding any intervening acts or negotiations in respect of such objections, be null and void and the deposit monies (other than the Old Deposit) together with the interest required by the Act to be paid after deducting any payments due to the Vendor by the Purchaser as provided for in this Agreement shall be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), the Vendor shall have no further liability or obligation hereunder and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required liable for any costs or damages. Save as to attempt to cureany valid objections so made within the Examination Period, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will shall be conclusively deemed to have elected accepted the title of the Vendor to accept title as shown in the Commitment and to have waived all defectsUnit. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. The Purchaser acknowledges and agrees that the Vendor shall be entitled to respond to some or all of the requisitions submitted by or on behalf of the Purchaser has no equitable through the use of a standard title memorandum or other interest in or to title advice statement prepared by the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketableVendor’s Solicitors, and that such recordings are permissible. Promptly following same shall constitute a satisfactory manner of responding to the recording Purchaser’s requisitions, thereby relieving the Vendor and the Vendor’s Solicitors of the Condominium Map creating the Unit (as applicable, the first Condominium Map requirement to respond directly or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments specifically to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5requisitions.
Appears in 1 contract
Sources: Agreement of Purchase and Sale
Title. Title will be marketable in Seller warrants that they presently have title to said Property, and at the time of Closingthe sale is consummated agrees to convey marketable and insurable title in and to said Property to Purchaser by Deed, subject only to (1) zoning ordinances affecting said Property, (2) all matters of record affecting said Property, (3) subdivision restrictions of record, and (4) all matters that would be shown on a current and accurate survey of said property, and (5) leases, other easements, other restrictions and encumbrances affecting the Property. Title marketability shall be determined in accordance with Applicable Law, as supplemented by the Title Standards of the State Bar of Association of the state in which the Property is located. Any defect in the title which does not impair marketability pursuant to said Title Standards, shall not constitute a valid objection on the part of the Purchaser; provided that the Seller furnishes any affidavits or other documents, if any, required by the applicable Title Standard to cure such defect. In the event leases are specified in this Contract, Purchaser agrees to assume Seller's responsibilities there under to the matters Tenant and to the Broker who negotiated such leases. If Seller is unable to convey title in the quality set forth in above, Purchaser shall have the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below option of either (the “Preliminary Report”)i) taking such title as Seller can give, the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") issued by a title company of the Seller’s choice (the “Title Company”) to insure the title to the Unit in Purchaser's name for the amount without abatement of the Purchase Price. If , or (ii) being repaid all moneys paid on account by Purchaser to Seller including ▇▇▇▇▇▇▇ Money held by Auctioneer; and, if Buyer elects to terminate the Commitment discloses the existence of any defects in titleagreement, other than those set forth in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map there shall be no further liability or obligation by either of the Project parties hereunder and the standard printed exceptions appearing in the Commitment, this Agreement shall become null and such defects render title to any portion void and of the Unit unmarketable and the defects are not waived by Purchaser, no force or effect. Purchaser must give Seller written notice of the title defects within seven shall have twenty (720) days after from the Binding Agreement Date in which to examine title and to furnish Seller with a written statement of objections affecting the insurability of said title. Seller shall have ten (10) days from receipt of the Commitment. Thereaftersuch objections to satisfy all valid objections and, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure satisfy such valid objections within a reasonable time, then at the defects or provide title insurance after timely notice option of the defects or Seller elects not to pursue a cure or title insurance as Purchaser, evidenced by a written notice to PurchaserSeller, Purchaserthis contract shall be null and void, as its sole remedy, may elect, within seven (7) days after the earlier of and Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will ▇▇▇▇▇▇▇ money shall be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Pricereturned. If Purchaser fails to give timely notice of terminationdoes not terminate this contract, then Purchaser will shall be deemed to have elected waived any such objections that Seller fails to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller satisfy and the satisfaction of certain requirements by Seller, subject sale be consummated without any adjustment to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5price.
Appears in 1 contract
Sources: Auction Real Estate Sales Contract
Title. Title will be marketable in Seller at the time of Closing, subject (1) At least fifteen (15) days prior to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”)Closing Date, the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, Seller will give to Purchaser provide Buyer with a commitment from a title insurance commitment (company licensed in Florida to issue title insurance for an amount equal to the "Commitment") issued by a title company net book value of the Seller’s choice Owned Real Estate upon the recording of proper documents and payment of the applicable premium to the title insurance company (the “Title CompanyCommitment”). The Title Commitment will show title to the Owned Real Estate as of a date no more than fifteen (15) days before the Title Commitment is provided to Buyer and will be sufficient to insure good and marketable fee simple record title to the Owned Real Estate except for municipal and zoning ordinances and related agreements, recorded easements, recorded building and use restrictions and covenants, general taxes levied in the year in which the Effective Time falls, any matters that a current and accurate survey of the Owned Real Estate would disclose and any other matters approved by Buyer (collectively, the “Permitted Exceptions”).
(2) Upon receipt of the Title Commitment and its related documents, Buyer will have ten (10) days to examine the Title Commitment and notify Seller in writing of any defects or objections affecting the marketability of the title to the Unit in Purchaser's name for the amount of the Purchase Price. If the Commitment discloses the existence of any defects in title, other than those set forth Owned Real Estate which are not included in the Preliminary Report, the documents referred to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven (7) days after receipt of the CommitmentPermitted Exceptions. Thereafter, Seller will then have forty-five (45) days in which Seller may elect until the Closing Date to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordinglyobjections. If Seller elects not to cure the defects and objections or fails to cure the defects or provide title insurance after timely objections by the Closing Date, Buyer will have the option, at its sole discretion, to: (A) terminate this Agreement by giving written notice of termination to Seller; or (B) accept title to the Owned Real Estate subject to the defects or Seller elects not and objections with no reduction in the price allocated to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this AgreementOwned Real Estate, in which event all amounts paid to Seller under this Agreement case the defects and objections will be returned deemed “Permitted Exceptions.” In the event that any defects or objections inhibit Buyer’s ability to Purchaser (other than amounts paid because conduct business thereat or affect, to any material extent, the marketability of changes to the Plans and Specifications requested by Purchaser and allowed by SellerOwned Real Estate, Buyer will additionally have the option, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against discretion enter into an agreement that would exclude the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days before Closing, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit and other reasonable adjustments to the Commitment (the “Final Commitment”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, Owned Real Estate subject to the standard printed exceptions and defects or objections from Buyer’s purchase of the exceptions deemed accepted by Purchaser pursuant to this Branches set forth in Section above1(a)(1), which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and provided that Seller will take all action required by Sellerhave thirty (30) days after receipt of notice from Seller to remediate any such defects or objections so that it does not inhibit Buyer’s lender ability to accomplish conduct business at the same. After location or materially affect the Closingmarketability of the Owned Real Estate, Seller, at its expense, after which the parties shall then adjust the purchase price of the Sale to reflect the reduction of Real Estate based on the calculations set forth in Sections 3(b) and 5(f) in the event that the Seller does not remediate any such defects or objections as described above; it being understood that Buyer shall still assume the Deposits related to the excluded Owned Real Estate.
(3) Seller will cause pay the cost of the Title Company to issue to Purchaser a Commitment and the cost of any transfer tax imposed by the State of Florida on the conveyance of the Owned Real Estate. Buyer will pay the cost of any investigation of the Owned Real Estate desired by Buyer and the cost of any additional title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete coverage or insure over standard printed exceptions Nos. 1-5special endorsements.
Appears in 1 contract
Sources: Branch Sale Agreement (Seacoast Banking Corp of Florida)
Title. Title will be marketable in Seller Buyer, at the time of ClosingBuyer’s expense, subject to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below shall obtain a title commitment (the “Preliminary ReportTitle Commitment”), the documents referred to in Section 9 below and those matters shown on the Map ) for an owner’s ALTA 2006 Standard Form of the Project. Seller, at its expense, will give to Purchaser Owner’s Policy of Title Insurance from a national title insurance commitment (the "Commitment") issued company selected by a title company of the Seller’s choice Buyer (the “Title Company”) to insure the title to the Unit in Purchaser's name for favor of Buyer in the amount of the Realty Purchase Price, which shall cover the legal description of the Realty. The Title Commitment shall show Seller to be vested with fee simple title to the Realty subject only to Permitted Exceptions (as defined below). Buyer shall have 30 days (the “Title Review Date”) within which to examine the Title Commitment. If Buyer finds title or the Commitment discloses Survey (as defined below) to be defective, Buyer shall, no later than the existence Title Review Date to notify Seller in writing specifying the defect(s) (the “Title Objection Letter”). If Buyer fails to timely deliver the Title Objection Letter to Seller by the Title Review Date, then Buyer shall have waived its right to object to any matters relating to the status of any defects in title, title to the Realty or the Survey other than those set forth in the Preliminary ReportMandatory Cure Items (as defined below). If Buyer timely delivers the Title Objection Letter to Seller, then Seller shall have the documents referred right to in Section 9 below, those matters shown on the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title deliver to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects Buyer within seven five (75) days Business Days after receipt of the Commitment. Thereafter, Title Objection Letter (the “Title Response Period”) written notice as to which objections in the Title Objection Letter Seller will have forty-five satisfy or cure by Closing (45) days in which the “Title Cure Letter”). Seller may elect to cure the defects and render title marketable or provide title insurance against the defects, and if necessary the Closing shall be postponed accordinglyobligated to satisfy and cure at its cost and expense on or before Closing those matters it agrees to satisfy and cure in the Title Cure Letter. If In the event that Seller fails to cure timely deliver the defects or provide title insurance after timely notice of the defects or Title Cure Letter to Buyer, Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s receipt of Seller’s notice of election not to cure or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown not take any action with respect to the objections set forth in the Commitment and Title Objection Letter, in which case Buyer shall have the right to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes terminate this Agreement by delivering a written notice of action at law or in equity against termination to Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least within five (5) days before Business Days after the expiration of the Title Response Period, upon which this Agreement shall terminate, the Escrow Agent shall promptly return the Deposit and all interest earned thereon (if any) to Buyer, whereupon both parties shall be released from all further obligations under this Agreement, except from those that expressly survive its termination. If Seller timely delivers the Title Cure Letter to Buyer but refuses to satisfy and cure all objections set forth in the Title Objection Letter, then Buyer shall have the right to terminate this Agreement by delivering a written notice of termination to Seller within five (5) Business Days after receipt of the Title Cure Letter, upon which this Agreement shall terminate, the Escrow Agent shall promptly return the Deposit and all interest earned thereon (if any) to Buyer, whereupon both parties shall be released from all further obligations under this Agreement, except from those that expressly survive its termination. Prior to Closing, Buyer may cause the Title Commitment and Survey to be updated and if such updates reveals any new matters of record which are material and objectionable to Buyer, and same is not caused by, through or under Buyer (which matters Buyer shall be obligated to accept), Buyer shall immediately notify Seller of same and such defect(s) shall be treated in a revised formthe same manner as title defects are treated under this paragraph. Notwithstanding anything to the contrary contained in this Agreement, reflecting and in addition to those matters that Seller expressly agrees to satisfy and cure in the applicable recorded MapTitle Cure Letter, DeclarationSeller shall be obligated to have taken on or before Closing the necessary action to satisfy, delete, release and/or discharge from the Title Commitment and/or public record (as applicable) by payment, bonding, or otherwise, the final legal description of following matters whether or not objected to in the Unit and other reasonable adjustments to the Commitment Title Objection Letter (the “Final CommitmentMandatory Cure Items”)): (i) any liens, judgments, mortgages, tax warrants or other liquidated monetary encumbrances of record which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to affect the Unit in Purchaser, upon Realty and which can be satisfied and discharged by payment of a liquidated sum; (ii) any open permits and/or existing code violations affecting the policy premium by Realty; and (iii) those matters that Seller agrees to satisfy and cure in the satisfaction of certain requirements by Seller, subject Title Cure Letter or is deemed to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant have agreed to this Section satisfy as set forth above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges shall convey the Realty to Buyer at Closing by limited warranty deed free and agrees that clear of all liens, claims and encumbrances, other than (i) taxes for the Unit must be released from current year not yet due and payable; (ii) zoning ordinances affecting the Realty; (iii) encumbrances arising by, through or under Buyer; and (iv) any such deed of trust at title matters to which Buyer does not timely object to or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy accepts in conformance accordance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5foregoing provisions.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (MacKenzie Realty Capital, Inc.)
Title. Title will be marketable in No later than three (3) business days following the Effective Date, Seller at the time of Closing, subject shall deliver to the matters set forth in the Preliminary Title Report delivered to Purchaser pursuant to Section 9.c below (the “Preliminary Report”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at Buyer for its expense, will give to Purchaser review a title insurance commitment (or preliminary title report) covering the "Commitment") Property issued by a title company of the Seller’s choice Title Company (the “Title CompanyCommitment”). Seller has previously delivered or made available to Buyer for its review, an existing plat of survey of the Property in Seller’s possession (the “Existing Survey”). If Buyer so elects, Buyer may order an update of the Existing Survey (the “Updated Survey”) to insure at Buyer’s sole cost. Buyer shall have until 5:00 p.m. Eastern Standard Time on the title date that is five (5) business days before the Due Diligence Expiration Date (the “Title Review Deadline”) for examination of the Title Commitment and the Existing Survey (or the Updated Survey if obtained by Buyer prior to the Unit Title Review Date) and the making of any objections thereto, said objections to be made in Purchaser's name for writing (the amount “Objections”) and delivered to Seller on or before the Title Review Deadline. If Buyer shall have obtained an Updated Survey prior to the Title Review Deadline, such Updated Survey shall be the “Survey,” as hereinafter described; otherwise, the Existing Survey shall be the “Survey,” as hereinafter described . Buyer shall be deemed to have accepted all exceptions to the Title Commitment and the form and substance of the Purchase PriceSurvey, except only for matters expressly objected to in a written notice delivered to Seller on or before the Title Review Deadline. If any objections to the Title Commitment discloses or Survey are properly made on or before the existence of any defects in titleTitle Review Deadline, other than those set forth in Seller shall have the Preliminary Reportright, but not the documents referred obligation (except with respect to in Section 9 the Mandatory Cure Items, as described below), those matters shown on or before the final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title to any portion of the Unit unmarketable and the defects are not waived by Purchaser, Purchaser must give Seller written notice of the title defects within seven date that is five (75) business days after receipt of the Commitment. ThereafterObjections (the “Seller Cure Date”), Seller will have forty-five (45) days in which Seller may elect to cure such Objections (by removal or by endorsement or other method reasonably acceptable to Buyer) or to agree in writing to cure same prior to Closing. If the defects and render title marketable Objections are not so cured by Seller (or provide title insurance against agreed to be cured by Seller), or waived by Buyer, on or before the defectsSeller Cure Date, then Buyer may, at its option, and if necessary the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole and exclusive right and remedy, may elect, within seven terminate this Agreement by written notice thereof delivered to Seller on or before the date (7the “Election Date”) days after that is the earlier of Purchaser’s receipt of Seller’s notice of election not to cure the Due Diligence Expiration Date or the end of the forty-five (45) day period, either (a) to terminate this Agreement, in which event all amounts paid to Seller under this Agreement will be returned to Purchaser (other than amounts paid because of changes to the Plans and Specifications requested by Purchaser and allowed by Seller, in its sole discretion, for which Purchaser will continue to be liable), and neither party will have any further obligations under this Agreement; (b) with Seller's consent, to grant one or more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the exceptions; or (c) to accept title with all defects as shown in the Commitment, without adjustment in the Purchase Price. If Purchaser fails to give timely notice of termination, Purchaser will be deemed to have elected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and causes of action at law or in equity against Seller for failure to deliver marketable title. Purchaser acknowledges and agrees that Purchaser has no equitable title or other interest in or to the Unit prior to Closing and that such title and interest will not pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be recorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and that such recordings are permissible. Promptly following the recording of the Condominium Map creating the Unit (as applicable, the first Condominium Map or the subsequent Supplemental Map for Stratos), Seller shall procure a legal description of the Unit and deliver to Purchaser, at least five (5) days after the Seller Cure Date. If Buyer does not give such notice of termination on or before Closingthe Election Date, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 3.3 and this Agreement shall continue in full force and effect. In the event of such termination, the Commitment in a revised form, reflecting the applicable recorded Map, Declaration, the final legal description of the Unit E▇▇▇▇▇▇ Money shall be returned to Buyer and other reasonable adjustments neither party shall have any further obligations to the other party hereunder, except for the Termination Surviving Obligations. Notwithstanding the foregoing, Seller agrees to pay off at Closing Seller's mortgage loans encumbering the Property and any and all judgment liens, tax liens and mechanics’ and materialmens’ liens caused by, through, or under Seller, and to cause the mortgage evidencing such loans and all such liens, if any, to be removed from the Title Commitment (the “Final CommitmentMandatory Cure Items”), which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Unit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions deemed accepted by Purchaser pursuant to this Section above, which shall not include any deed of trust in favor of Seller’s lender, if any. Seller specifically acknowledges and agrees that the Unit must be released from any such deed of trust at or prior to Closing and that Seller will take all action required by Seller’s lender to accomplish the same. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)