Title Clause Example with 8 Variations from Business Contracts
This page contains Title clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Title. From and after the Effective Date, Buyer shall have the right to order a title insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the "Title Commitment"). (a) The Title Commitment shall be prepared in accordance with the current ALTA Form, issued by First American Title Insurance Company — Milwaukee Office acceptable to Buyer (the "Title Company"), agreeing to issue, upon recording of the general warranty deed described in this Agreement, an ALTA ...owner's title insurance policy to Buyer and an ALTA Lender's title insurance policy issued to Buyer's lender(s), if applicable, in the amount of the Purchase Price insuring title to the Real Property to be in the condition called for by this Agreement and containing a "fifty-year chain-of-title search," a zoning endorsement on ALTA Form 3.1 (with parking), a survey endorsement insuring that the survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for "gap coverage," a location endorsement and an owner's comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement; each if applicable. Seller shall cause the Title Company at or prior to Closing to down date the Title Commitment to the date and time of the recording of the Deed and provide a "title mark-up" showing the final form of the title insurance policy (including the above referenced endorsements) to be issued, which mark-up shall obligate the Title Company to issue the final title insurance policy in such form. The title mark-up and final title insurance policy shall be free from the standard requirements and exceptions and shall be subject only to liens, encumbrances or exceptions specifically approved by Buyer (the "Permitted Exceptions"). A written statement of the obligee of the amount of any lien or encumbrance to be discharged by Seller shall be provided by Seller within ten (10) days after the title evidence is furnished to Buyer. The premium for the title policy and any fees for endorsements or other services provided by the Title Company (other than the mortgagee policy, if any) shall be paid by Buyer on or before Closing. (b) Title Defects. Within ten (10) days after Buyer's receipt of the latter of the Title Commitment or the Survey (as defined in Section 6(g) below), Buyer shall object in writing to any condition of title not satisfactory to Buyer, in Buyer's sole discretion (hereinafter referred to as a "Title Defect"). If any objection is made, Seller shall have until prior to Closing in which to exercise its best efforts to correct such Title Defect. Seller's best efforts requirement in this Section shall, without limitation, obligate Seller to cure any and all Title Defects of an ascertainable monetary value. If the Title Defect cannot be corrected prior to Closing despite Seller's best efforts, or as otherwise extended by agreement of Buyer and Seller, Buyer may, at its option, (a) declare this Agreement null and void and as a result Seller shall return the Deposit together with all accrued interest forthwith to Buyer or (b) elect to accept such title as Seller is able to convey and proceed to Closing. If Buyer fails to notify Seller that Buyer is terminating 3 this Agreement pursuant to this Section within ten (10) business days after the expiration of the 10-day period, Buyer shall be deemed to have selected option (b) in the previous sentence. (c) Seller shall transfer to Buyer all of the Personal Property free of all liens and encumbrances. Seller shall, at Seller's sole cost and expense, at least three (3) days prior to Closing, deliver to Buyer documentation from Uniform Commercial Code ("U.C.C.") searches confirming that there are no U.C.C. filings against Seller which would be a lien on the Property, including the Personal Property, involved in this transaction. The searches must be dated or updated within fifteen (15) days prior to Closing.View More
Variations of a "Title" Clause from Business Contracts
Title. From and after the Effective Date, Buyer shall have the right to order has ordered a title insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the "Title Commitment"). Commitment") from Escrow Agent. 2 (a) The Title Commitment shall be prepared in accordance with the current ALTA Form, issued by or Oklahoma equivalent, with the First American Title Insurance Company — Milwaukee Office acceptable to Buyer (the "Title Company"), Company", agreeing to... issue, upon recording of the general warranty deed described in this Agreement, Deed an ALTA owner's title insurance policy to Buyer ("Title Policy"), and an ALTA Lender's title insurance policy policy, or Oklahoma equivalent, issued to Buyer's lender(s), if applicable, in the amount of the Purchase Price insuring title to the Real Property to be in the condition called for by this Agreement and containing a "fifty-year chain-of-title search," a zoning endorsement on ALTA Form 3.1 (with parking), a survey endorsement insuring that the survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for "gap coverage," a location endorsement and an owner's comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement; each if applicable. Agreement. Seller shall cause the Title Company Escrow Agent at or prior to Closing to down date the Title Commitment to the date and time of the recording of the Deed and provide a "title mark-up" showing the final form of the title insurance policy (including the above referenced endorsements) to be issued, which mark-up shall obligate the Title Company Escrow Agent to issue the final title insurance policy in such form. The title mark-up and final title insurance policy Title Policy shall be free from the standard requirements and exceptions exceptions, to the extent removable in Oklahoma, and shall be subject only to the liens, encumbrances or exceptions specifically reasonably approved by Buyer (the "Permitted Exceptions"). A written statement of the obligee of the amount of any lien or encumbrance to be discharged by Seller shall be provided by Seller within ten (10) days after the title evidence is furnished to Buyer. The premium for the title policy and any fees for endorsements or other services provided by the Title Company (other than the mortgagee policy, if any) shall be paid by Buyer on or before Closing. (b) Title Defects. Within ten (10) five (5) business days after of Buyer's receipt of the latter of the Title Commitment or the Survey (as defined in Section 6(g) 5 below), but in no event prior to the expiration of the Due Diligence Period, Buyer shall object in writing to any condition of title not satisfactory to Buyer, in Buyer's sole discretion (hereinafter referred to as a "Title Defect"). Any items to which Buyer does not object within such five (5) business day period shall be deemed to be acceptable to Buyer. If any objection is made, Seller shall have until prior to Closing in which to exercise its best commercially reasonable efforts to correct such Title Defect. Defects. Seller's best commercially reasonable efforts requirement in this Section paragraph shall, without limitation, obligate Seller to cure any and all Title Defects of an ascertainable monetary value. liens caused by Seller. If the Title Defect cannot be corrected prior to Closing despite Seller's best commercially reasonable efforts, or as otherwise extended by agreement of Buyer and Seller, Buyer may, at its option, option (a) declare this Agreement null and void and as a result Seller the Escrow Agent shall promptly return the Deposit Deposit, together with all accrued interest forthwith interest, to Buyer Buyer, or (b) elect to accept such title as Seller is able to convey and proceed to Closing. If Buyer fails to notify Seller that Buyer is terminating 3 this Agreement pursuant to this Section within ten (10) five (5) business days after the expiration of the 10-day period, five (5) business day period described above, Buyer shall be deemed to have selected option (b) in the previous sentence. (c) Seller shall transfer to Buyer all of the Personal Property free of all liens and encumbrances. Seller shall, at Seller's sole cost and expense, at least three (3) days prior to Closing, deliver to Buyer documentation from Uniform Commercial Code ("U.C.C.") searches confirming that there are no U.C.C. filings against Seller which would be a lien on the Property, including the Personal Property, involved in this transaction. The searches must be dated or updated within fifteen (15) days prior to Closing.View More
Title. From and after the Effective Date, Buyer shall have the right to order has ordered a title insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the "Title Commitment"). Commitment") from Escrow Agent. (a) The Title Commitment shall be prepared in accordance with the current ALTA Form, issued by or Texas equivalent, with the First American Title Insurance Company — Milwaukee Office acceptable to Buyer (the "Title Company"), Company", agreeing to issu...e, upon recording of the general warranty deed described in this Agreement, Deed an ALTA owner's title insurance policy to Buyer ("Title Policy"), and an ALTA Lender's title insurance policy policy, or Texas equivalent, issued to Buyer's lender(s), if applicable, in the amount of the Purchase Price insuring title to the Real Property to be in the condition called for by this Agreement and containing a "fifty-year chain-of-title search," a zoning endorsement on ALTA Form 3.1 (with parking), a survey endorsement insuring that the survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for "gap coverage," a location endorsement and an owner's comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement; each if applicable. Agreement. Seller shall cause the Title Company Escrow Agent at or prior to Closing to down date the Title Commitment to the 2 date and time of the recording of the Deed and provide a "title mark-up" showing the final form of the title insurance policy (including the above referenced endorsements) to be issued, which mark-up shall obligate the Title Company Escrow Agent to issue the final title insurance policy in such form. The title mark-up and final title insurance policy Title Policy shall be free from the standard requirements and exceptions exceptions, to the extent removable in Texas, and shall be subject only to the liens, encumbrances or exceptions specifically reasonably approved by Buyer (the "Permitted Exceptions"). A written statement of the obligee of the amount of any lien or encumbrance to be discharged by Seller shall be provided by Seller within ten (10) days after the title evidence is furnished to Buyer. The premium for the title policy and any fees for endorsements or other services provided by the Title Company (other than the mortgagee policy, if any) shall be paid by Buyer on or before Closing. (b) Title Defects. Within ten (10) five (5) business days after of Buyer's receipt of the latter of the Title Commitment or the Survey (as defined in Section 6(g) 5 below), but in no event prior to the expiration of the Due Diligence Period, Buyer shall object in writing to any condition of title not satisfactory to Buyer, in Buyer's sole discretion (hereinafter referred to as a "Title Defect"). Any items to which Buyer does not object within such five (5) business day period shall be deemed to be acceptable to Buyer. If any objection is made, Seller shall have until prior to Closing in which to exercise its best commercially reasonable efforts to correct such Title Defect. Defects. Seller's best commercially reasonable efforts requirement in this Section paragraph shall, without limitation, obligate Seller to cure any and all Title Defects of an ascertainable monetary value. liens caused by Seller. If the Title Defect cannot be corrected prior to Closing despite Seller's best commercially reasonable efforts, or as otherwise extended by agreement of Buyer and Seller, Buyer may, at its option, option (a) declare this Agreement null and void and as a result Seller the Escrow Agent shall promptly return the Deposit Deposit, together with all accrued interest forthwith interest, to Buyer Buyer, or (b) elect to accept such title as Seller is able to convey and proceed to Closing. If Buyer fails to notify Seller that Buyer is terminating 3 this Agreement pursuant to this Section within ten (10) five (5) business days after the expiration of the 10-day period, five (5) business day period described above, Buyer shall be deemed to have selected option (b) in the previous sentence. (c) Seller shall transfer to Buyer all of the Personal Property free of all liens and encumbrances. Seller shall, at Seller's sole cost and expense, at least three (3) days prior to Closing, deliver to Buyer documentation from Uniform Commercial Code ("U.C.C.") searches confirming that there are no U.C.C. filings against Seller which would be a lien on the Property, including the Personal Property, involved in this transaction. The searches must be dated or updated within fifteen (15) days prior to Closing.View More
Title. From and after the Effective Date, Buyer shall have the right to order has ordered a title insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the "Title Commitment"). Commitment") from Escrow Agent. (a) The Title Commitment shall be prepared in accordance with the current ALTA Form, issued by First American Title Insurance Company — Milwaukee Office acceptable to Buyer (the "Title Company"), or Texas equivalent, with the Escrow Agent agreeing to i...ssue, upon recording of the general warranty deed described in this Agreement, Deed an ALTA owner's title insurance policy to Buyer ("Title Policy"), and an ALTA Lender's title insurance policy policy, or Texas equivalent, issued to Buyer's lender(s), if applicable, in the amount of the Purchase Price insuring title to the Real Property to be in the condition called for by this Agreement and containing a "fifty-year chain-of-title search," a zoning endorsement on ALTA Form 3.1 (with parking), a survey endorsement insuring that the survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for "gap coverage," a location endorsement and an owner's comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement; each if applicable. Agreement. Seller shall cause the Title Company Escrow Agent at or prior to Closing to down date the Title Commitment to the date and time of the recording of the Deed and provide a "title mark-up" showing the final form of the title insurance policy (including the above referenced endorsements) to be issued, which mark-up shall obligate the Title Company Escrow Agent to issue the final title insurance policy in such form. The title mark-up and final title insurance policy Title Policy shall be free from the standard requirements and exceptions exceptions, to the extent removable in Texas, and shall be subject only to the liens, encumbrances or exceptions specifically reasonably approved by Buyer (the "Permitted Exceptions"). A written statement of the obligee of the amount of any lien or encumbrance to be discharged by Seller shall be provided by Seller within ten (10) days after the title evidence is furnished to Buyer. The premium for the title policy and any fees for endorsements or other services provided by the Title Company (other than the mortgagee policy, if any) shall be paid by Buyer on or before Closing. (b) Title Defects. Within ten (10) five (5) business days after of Buyer's receipt of the latter of the Title Commitment or the Survey (as defined in Section 6(g) 5 below), but in no event prior to the expiration of the Due Diligence Period, Buyer shall object in writing to any condition of title not satisfactory to Buyer, in Buyer's sole discretion (hereinafter referred to as a "Title Defect"). Any items to which Buyer does not object within such five (5) business day period shall be deemed to be acceptable to Buyer. If any objection is made, Seller shall have until prior to Closing in which to exercise its best commercially reasonable efforts to correct such Title Defect. Defects. Seller's best commercially reasonable efforts requirement in this Section paragraph shall, without limitation, obligate Seller to cure any and all Title Defects of an ascertainable monetary value. liens caused by Seller. If the Title Defect cannot be corrected prior to Closing despite Seller's best commercially reasonable efforts, or as otherwise 3 extended by agreement of Buyer and Seller, Buyer may, at its option, option (a) declare this Agreement null and void and as a result Seller the Escrow Agent shall promptly return the Deposit Deposit, together with all accrued interest forthwith interest, to Buyer Buyer, or (b) elect to accept such title as Seller is able to convey and proceed to Closing. If Buyer fails to notify Seller that Buyer is terminating 3 this Agreement pursuant to this Section within ten (10) five (5) business days after the expiration of the 10-day period, five (5) business day period described above, Buyer shall be deemed to have selected option (b) in the previous sentence. (c) Seller shall transfer to Buyer all of the Personal Property free of all liens and encumbrances. Seller shall, at Seller's sole cost and expense, at least three (3) days prior to Closing, deliver to Buyer documentation from Uniform Commercial Code ("U.C.C.") searches confirming that there are no U.C.C. filings against Seller which would be a lien on the Property, including the Personal Property, involved in this transaction. The searches must be dated or updated within fifteen (15) days prior to Closing.View More
Title. From and after Prior to the Effective Date, Buyer shall have the right to order ordered and received a title insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the "Title Commitment"). Commitment"), and provided a complete copy of the Title Commitment (including all attachments and exhibits thereto) to Seller. Likewise, Buyer has provided Seller a complete copy of the Survey (as defined below) in accordance with the terms and conditions set forth ...in Section 6(c) below. Buyer hereby acknowledges and agrees that the condition of title to the Real Property, as reflected in the Title Commitment and the Survey, is acceptable as of the Effective Date, and Buyer and Seller expressly agree that Title to the Real Property shall be free from all liens, encroachments and encumbrances, other than those liens, encumbrances, exceptions and other matters set forth on the attached Schedule 1(g) (the "Permitted Exceptions"). (a) The Title Commitment shall be was prepared in accordance with the then current standard ALTA Form, Form issued by First American Title Insurance Company — Milwaukee Office acceptable to Buyer (the "Title Company"), agreeing to issue, upon recording of the general limited warranty deed described in this Agreement, an ALTA owner's title insurance policy to Buyer and an ALTA Lender's title insurance policy issued to Buyer's lender(s), if applicable, in the amount of the Purchase Price insuring title to the Real Property to be in the condition called for by accordance with this Agreement and containing a "fifty-year chain-of-title search," a zoning endorsement on ALTA Form 3.1 (with parking), a survey endorsement insuring that the survey accurately depicts the Real Property (including without limitation boundaries, improvements, the Parking Structure Parcel, Access Easement Area, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for "gap coverage," a location endorsement and an owner's comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement; each if applicable. Seller shall endorsement. Buyer may cause the Title Company at or prior to Closing to down date the Title Commitment to the date and time of the recording of the Deed Closing and provide a "title mark-up" showing the final form of the title insurance policy (including the above referenced endorsements) to be issued, which mark-up shall obligate the Title Company to issue the final title insurance policy in such form. The title 4 mark-up and final title insurance policy shall be free from the standard requirements and exceptions and shall be subject only to liens, encumbrances or exceptions specifically approved by Buyer (the "Permitted Exceptions"). A written statement of the obligee of the amount of any lien or encumbrance to be discharged by Seller shall be provided by Seller within ten (10) days after the title evidence is furnished to Buyer. Permitted Exceptions. The premium for the title policy and any fees for endorsements or other services provided by the Title Company (other than the mortgagee policy, if any) shall be paid by Buyer on or before Closing. (b) Title Defects. Within ten (10) In the event Buyer has the Title Commitment down-dated in accordance with Section 4(a) above, then Buyer may, within three (3) days after of Buyer's receipt of the latter of the down-dated Title Commitment or but in no event later than the Survey (as defined in Section 6(g) below), Buyer shall day before the Closing Date, object in writing to any condition of title not satisfactory to Buyer, identified as a Permitted Exception, which, in Buyer's sole discretion discretion, affects the marketability or insurability of title to the Real Property (hereinafter referred to as a "Title Defect"). If Buyer provides Seller with proper written notice of any objection is made, objections affecting the title to the Real Property as revealed by the down-dated Title Commitment, Seller shall then have until prior the right, but not the obligation, to Closing in which to exercise its best efforts to correct cure or satisfy such Title Defect. Seller's best efforts requirement in this Section shall, without limitation, obligate Defect at or before the Closing; provided, however, that Seller shall not be required to institute any lawsuit or other legal proceedings to cure or satisfy any and all Title Defects of an ascertainable monetary value. Defect. If the Title Defect cannot Defects are not satisfied by Seller at or before the Closing, then, at the option of Buyer, as evidenced by written notice to be corrected prior given to Closing despite Seller's best efforts, Seller and Escrow Agent at or as otherwise extended by agreement of Buyer and Seller, before Closing, Buyer may, at its option, (a) declare (i) elect to terminate this Agreement null and void and as a result Seller Agreement, in which event Escrow Agent shall return the Deposit together with all accrued interest forthwith to Buyer and no party shall thereafter have any further rights, duties or (b) obligations hereunder except with regard to indemnifications which shall by their express terms survive the termination of this Agreement; or (ii) elect to accept close the purchase transaction contemplated herein subject to such title as Seller is able Title Defects, without any reduction of the Purchase Price other than for Title Defects of an ascertainable monetary value that are the sole and exclusive obligation of Seller, in an amount not to convey exceed Five Thousand and proceed to Closing. 00/100 Dollars US ($5,000.00), cumulatively, without Seller's prior written consent. If Buyer fails to notify Seller that Buyer is terminating 3 this Agreement pursuant to this Section within ten (10) business days after the expiration of the 10-day period, 4(b), Buyer shall be deemed to have selected option (b) (ii) in the previous sentence. (c) Seller shall transfer to Buyer all of the Personal Property free of all liens and encumbrances. Seller shall, at Seller's sole cost and expense, at least three (3) days prior to Closing, deliver to Buyer documentation from Uniform Commercial Code ("U.C.C.") searches confirming that there are no U.C.C. filings against Seller which would be a lien on the Property, including the Personal Property, involved in this transaction. The searches must be dated or updated within fifteen (15) days prior to Closing.View More
Title. From and after the Effective Date, Buyer shall have the right to order a title insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the "Title Commitment"). (a) The Title Commitment shall be prepared in accordance with the current ALTA Form, issued by First American Title Insurance Company — Milwaukee Office acceptable to Buyer (the "Title Company"), agreeing during the Due Diligence Period to issue, upon recording of the general warranty deed descr...ibed in this Agreement, an ALTA owner's title insurance policy to Buyer and an ALTA Lender's title insurance policy issued to Buyer's lender(s), if applicable, in the amount of the Purchase Price insuring title to the Real Property to be in the condition called for by this Agreement and containing a "fifty-year chain-of-title search," a zoning endorsement on ALTA Form 3.1 (with parking), a survey endorsement insuring that the survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for "gap coverage," a location endorsement and an owner's comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement; each if applicable. Seller endorsement. Buyer also shall have the right to cause the Title Company at or prior to Closing to down date the Title Commitment to the date and time of the recording of the Deed and provide a "title mark-up" showing the final form of the title insurance policy (including the above referenced endorsements) to be issued, which mark-up shall obligate the Title Company to issue the final title insurance policy in such form. The title mark-up and final title insurance policy shall be free from the standard requirements and exceptions and shall be subject only to (1) liens, encumbrances or exceptions specifically approved by Buyer and (2) those additional items set forth on the attached Schedule 1(g) (the "Permitted Exceptions"). A written statement of the obligee of the amount of any lien or encumbrance to be discharged by Seller Steele, ELFP and/or Khair shall be provided by Seller within ten (10) days after the title evidence is furnished at or prior to Buyer. Closing. The premium for the title policy and any fees for endorsements or other services provided by the Title Company (other than the mortgagee policy, if any) shall be paid by Buyer on or before Closing. (b) Title Defects. Within ten (10) days after of Buyer's receipt of the latter of the Title Commitment or the Survey (as defined in Section 6(g) 6 (g) below), and in any event prior to the expiration of the Due Diligence Period, Buyer shall object in writing to any condition of title not satisfactory to Buyer, in Buyer's sole discretion (hereinafter referred to as a "Title Defect"). If any objection is made, Seller shall notify Buyer within five (5) business days after receipt of Buyer's written objection to the Title Defects whether Seller will cure the Objections. If Seller does not respond within said period, Seller, ELFP and Khair shall be deemed to have until prior elected to Closing in which not cure the Objections. Seller shall not have any obligation to exercise its best efforts to correct such cure any Title Defect. Seller's best efforts requirement Defect except as otherwise expressly stated in this Section shall, Section. Steele shall (and, upon satisfaction of the Buy-Out Contingency, ELFP and Khair shall), without limitation, obligate Seller to cure be responsible for the payment and satisfaction and discharge of record of any and all Title Defects of an ascertainable monetary value. value to the extent not in excess of $750,000 in the aggregate for all of the Property), said amount being exclusive of deeds to secure debt and other encumbrances filed against the Property with the consent of Steele, ELFP and/or Khair. If Seller does not agree (or are deemed to not agree) to cure the Title Defect, or if the Title Defect cannot be corrected prior to Closing despite Seller's best efforts, or as otherwise extended by agreement of Buyer and Seller, the efforts that Seller may elect to undertake, Buyer may, at its option, option and as its sole and exclusive remedy, (a) declare terminate this Agreement null and void and as a result Seller Escrow Agent shall return the Deposit together with all accrued interest forthwith to Buyer Buyer, whereupon neither party shall have any obligation or liability to the other except to the a provision of this Agreement expressly survives a termination, or (b) elect to accept such title as Seller is Steele, ELFP and Khair are able to convey and proceed to Closing. Closing without abatement of or adjustment to the Purchase Price (except for Title Defects of an ascertainable monetary value). If Buyer fails to notify Seller that Buyer is terminating 3 this Agreement pursuant to this Section within ten (10) business days after of the expiration of the 10-day period, Buyer shall be deemed to have selected option (b) in the previous sentence. (c) Seller shall transfer to Buyer all of the Personal Property free of all liens and encumbrances. Seller shall, at Seller's sole cost and expense, at least three (3) days prior to Closing, deliver to Buyer documentation from Uniform Commercial Code ("U.C.C.") searches confirming that there are no U.C.C. filings against Seller which would be a lien on the Property, including the Personal Property, involved in this transaction. The searches must be dated or updated within fifteen (15) days prior to Closing.View More
Title. From and after the Effective Date, Buyer shall have the right to order a title insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the "Title Commitment"). (a) The Title Commitment shall be prepared in accordance with the current ALTA Form, issued by First American Title Insurance Company — Milwaukee Office acceptable to Buyer (the "Title Company"), agreeing to issue, upon recording of the general special warranty deed described in this Agreement, ...an ALTA owner's title insurance policy to Buyer and an ALTA Lender's title insurance policy issued to Buyer's lender(s), if applicable, in the amount of the Purchase Price insuring title to the Real Property to be in the condition called for by this Agreement and containing a "fifty-year chain-of-title search," a zoning endorsement on ALTA Form 3.1 (with parking), , a survey endorsement insuring that the survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for "gap coverage," a location endorsement and an owner's comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement; each if applicable. Form 9 endorsement. Seller shall cause the Title Company at or prior to Closing to down date the Title Commitment to the date and time of the recording of the Deed and provide a "title mark-up" showing the final form of the title insurance policy (including the above referenced endorsements) to be issued, which mark-up shall obligate the Title Company to issue the final title insurance policy in such form. The title mark-up and final title insurance policy shall be free from the standard requirements and exceptions and shall be subject only to liens, encumbrances or exceptions specifically approved by Buyer during the Due Diligence Period or any item not considered a Title Objection and 3 objected to by Buyer (the "Permitted Exceptions"). A written statement of the obligee of the amount of any lien or encumbrance to be discharged by Seller shall be provided by Seller within ten (10) days after the title evidence is furnished to Buyer. The premium for the owner's title policy and any fees for endorsements or other services provided by the Title Company (other than the mortgagee policy, if any) shall be paid by Buyer Seller on or before Closing. Closing, except that the Buyer shall be responsible for the cost of any endorsements to the owner's title policy, the premium for the lender's title policy and the cost of any endorsements required by Buyer's lender. (b) Title Defects. Within ten (10) days after of Buyer's receipt of the latter of the Title Commitment or the Survey (as defined in Section 6(g) 6 (g) below), Buyer shall object in writing to any condition of title not satisfactory to Buyer, in Buyer's sole discretion (hereinafter referred to as a "Title Defect"). If any objection is made, Seller shall have until prior to Closing in which to exercise its best efforts attempt to correct such Title Defect. Seller's best efforts requirement in this Section shall, without limitation, obligate Defect, but Seller shall not be obligated to correct Title Defects. Notwithstanding the foregoing, Seller agrees to cure any and all Title Defects of an ascertainable monetary value. value not in excess of $25,000.00 per Property or $100,000.00 in the aggregate. If the Title Defect cannot be corrected corrected, or Seller elects not to cure such Title Defect, prior to Closing despite Seller's best efforts, Closing, or as otherwise extended by agreement of Buyer and Seller, Buyer may, at its option, (a) declare this Agreement null and void and as a result Seller shall return the Deposit together with all accrued interest forthwith to Buyer or (b) elect to accept such title as Seller is able to convey and proceed to Closing. Closing, without any deduction in the Purchase Price for the Property. If Buyer fails to notify Seller that Buyer is terminating 3 this Agreement pursuant to this Section within ten (10) three (3) business days after of the expiration of the 10-day period, Buyer shall be deemed to have selected option (b) in the previous sentence. (c) Seller shall transfer to Buyer all of the Personal Property free of all liens and encumbrances. Seller shall, at Seller's sole cost and expense, at least three (3) days prior to Closing, deliver to Buyer documentation from Uniform Commercial Code ("U.C.C.") searches confirming that there are no U.C.C. filings against Seller which would be a lien on the Property, including the Personal Property, involved in this transaction. The searches must be dated or updated within fifteen (15) days prior to Closing.View More
Title. From and after the Effective Date, Buyer shall have the right to order a title insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the "Title Commitment"). (a) The Title Commitment shall be prepared in accordance with the current ALTA Form or, as applicable, TLTA Form, issued by First American Title Insurance Company — Milwaukee Office acceptable to Buyer (the "Title Company"), agreeing to issue, upon recording of the general special warranty deed ...described in this Agreement, an ALTA or, as applicable, TLTA owner's title insurance policy to Buyer and an ALTA or, as applicable, TLTA Lender's title insurance policy issued to Buyer's lender(s), if applicable, in the amount of the Purchase Price (allocated pursuant to the Allocated Values) insuring title to the Real Property to be in the condition called for by this Agreement and containing a "fifty-year chain-of-title search," a zoning endorsement on ALTA Form 3.1 (with parking), a survey endorsement insuring that the survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for "gap coverage," a location endorsement and an owner's comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement; each endorsement all if applicable. Seller available in the state containing portions of the Real Property. Buyer shall cause the Title Company at or prior to Closing to down date the Title Commitment to the date and time of the recording of the Deed and provide a "title mark-up" showing the final form of the title insurance policy (including the above referenced endorsements) to be issued, which mark-up shall obligate the Title Company to issue the final title insurance policy in such form. The title mark-up and final title insurance policy shall be free from the standard requirements and exceptions except as required in the state containing portions of the Real Property and shall be subject only to liens, encumbrances or exceptions specifically approved by Buyer (the (such items, the Master Lease and any permitted subleases, the "Permitted Exceptions"). A written statement of the obligee of the amount of any lien or encumbrance to be discharged by Seller shall be provided by Seller within ten (10) days after the title evidence is furnished to Buyer. The premium for the title policy and any fees for endorsements or other services provided by the Title Company (other than the mortgagee policy, if any) shall be paid by Buyer on or before Closing. (b) Title Defects. Within ten (10) days after of Buyer's receipt of the latter of the Title Commitment or the Survey (as defined in Section 6(g) below), 6 (g) below) but not later than two (2) days prior to Closing, Buyer shall object in writing to any condition of title not satisfactory to Buyer, in Buyer's sole discretion (hereinafter referred to as a "Title Defect"). If any objection is made, Seller shall have until prior to Closing in which to exercise its best efforts attempt to correct such Title Defect. Seller's best Defect, but Seller shall not be obligated to correct Title Defects. Notwithstanding the foregoing, Seller agrees to use all commercially reasonable efforts requirement in this Section shall, without limitation, obligate Seller to cure any and all Title Defects of an ascertainable monetary value. value not in excess of $25,000.00 per Property or $100,000.00 in the aggregate. If the Title Defect cannot be corrected corrected, or Seller elects not to cure such Title Defect, prior to Closing despite Seller's best efforts, Closing, or as otherwise extended by agreement of Buyer and Seller, Buyer may, at its option, (a) declare this Agreement null and void and as a result Seller shall return the Deposit 3 together with all accrued interest forthwith to Buyer or (b) elect to accept such title as Seller is able to convey and proceed to Closing. Closing, without any deduction in the Purchase Price for the Property. If Buyer fails to notify Seller that Buyer is terminating 3 this Agreement pursuant to this Section within ten (10) three (3) business days after of the expiration of the 10-day ten (10) day period, Buyer shall be deemed to have selected option (b) in the previous sentence. (c) Seller shall transfer to Buyer all of the Personal Property free of all liens and encumbrances. Seller shall, at Seller's sole cost and expense, at least three (3) days prior to Closing, deliver to Buyer documentation from Uniform Commercial Code ("U.C.C.") searches confirming that there are no U.C.C. filings against Seller which would be a lien on the Property, including the Personal Property, involved in this transaction. The searches must be dated or updated within fifteen (15) days prior to Closing.View More
Title. From and Within five (5) days after the Effective Date, Buyer shall have the right to order a title insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the "Title Commitment"). Commitment"), a copy of which shall be provided to Seller immediately upon receipt. (a) The Title Commitment shall be prepared in accordance with the current ALTA Form, issued by First American Title Insurance Company — Milwaukee Office acceptable to Buyer (the "Title Compan...y"), agreeing to issue, upon recording of the general warranty deed described in this Agreement, issue an ALTA owner's title insurance policy to Buyer and an ALTA Lender's title insurance policy issued to Buyer's lender(s), if applicable, in the amount of the Purchase Price insuring title to the Real Property to be in the condition called for by this Agreement and containing a "fifty-year chain-of-title search," a zoning endorsement on ALTA Form 3.1 (with parking), a survey endorsement insuring that the survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for "gap coverage," a location endorsement and an owner's comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement; each if applicable. Seller endorsement, in the case of all such endorsements, only to the extent same are available for issuance in the State of Ohio. Buyer shall cause the Title Company at or prior to Closing to down date the Title Commitment to the date and time of the recording of the Deed Closing and provide a "title mark-up" showing the final form of the title insurance policy (including the above referenced endorsements) to be issued, which mark-up shall obligate the Title Company to issue the final title insurance policy in such form. The title mark-up and final title insurance policy shall be free from the standard requirements and exceptions and shall be subject only to liens, encumbrances or exceptions specifically approved by Buyer (the "Permitted Exceptions"). A written statement of the obligee of the amount of any lien or encumbrance to be discharged by Seller shall be provided by Seller within ten (10) days after the title evidence is furnished to Buyer. The premium for the title policy and any fees for endorsements or other services provided by the Title Company (other than (including the mortgagee policy, if any) shall be paid by Buyer on or 3 before Closing. (b) Title Defects. Within ten (10) days after of Buyer's receipt of the latter of the Title Commitment or the Survey (as defined in Section 6(g) 7(g) below), and in any event within twenty (20) days after the Effective Date, Buyer shall object in writing to any condition of title or survey not satisfactory to Buyer, in Buyer's sole discretion (hereinafter referred to as a "Title Defect"). If any objection is made, Seller shall advise Buyer in writing within five (5) days after receipt of Buyer's written notice of Title Defects whether Seller will remove or cause to be removed any such Title Defect. If Seller does not elect to remove or cause to be removed any such Title Defect, Buyer shall notify Seller no later than the end of the Due Diligence Period whether Buyer will proceed to Closing notwithstanding the existence of such Title Defect that will not be removed. If Seller elects to remove or cause to be removed any such Title Defect, Seller shall have until prior to Closing in which to exercise its best efforts to correct such Title Defect. Seller's best efforts requirement in this Section shall, without limitation, obligate Seller to cure any and all Title Defects of an ascertainable monetary value. If Seller advised Buyer as above provided that Seller will not remove or cause to be removed any Title Defect or the Title Defect cannot be corrected prior to Closing despite Seller's best efforts, or as otherwise extended by agreement of Buyer and Seller, Buyer may, at its option, (a) declare this Agreement null and void and as a result Seller the Escrow Agent shall return the Deposit together with all accrued interest forthwith to Buyer or (b) elect to accept such title as Seller is able to convey and proceed to Closing. If Buyer fails to notify Seller that Buyer is terminating 3 this Agreement pursuant to this Section within ten (10) business days after the expiration Closing, without adjustment of the 10-day period, Buyer shall be deemed to have selected option (b) in Purchase Price. (c) At the previous sentence. (c) Seller shall transfer to Buyer Closing, all of the Personal Property shall be free of all liens and encumbrances. Seller Buyer shall, at Seller's Buyer's sole cost and expense, at least three (3) days prior to Closing, deliver to Buyer obtain documentation from Uniform Commercial Code ("U.C.C.") searches confirming that there are no U.C.C. filings against Seller which would be a lien on the Property, including the Personal Property, involved in this transaction. The searches must be dated or updated within fifteen (15) days prior to Closing. View More
