CHCI » Topics » Title Company

These excerpts taken from the CHCI 10-Q filed Nov 14, 2005.
Title Company - Any title company approved by the Lender that provides mortgagee title insurance covering the lien of the Deed of Trust in favor of the Lender thereon.

 

(y)                                

Title Company”) and (ii) any plat or survey of the Property or any update thereto from a duly licensed surveyor (the “
These excerpts taken from the CHCI 10-K filed Mar 31, 2005.
7.             Title.  Purchaser acknowledges that it has reviewed title to the Property and that Purchaser accepts the condition of title as it exists on the date (the “Title Examination Date”) of the title report already procured by or on behalf of Purchaser; provided, however, that Seller shall convey title to the Property in such condition at Closing; and provided, further that Seller shall remove at or before Closing any financing encumbrances incurred by Seller on the Property.  If the status of title on the Closing Date is not in the same condition as existed at Title Examination Date, Purchaser may (i) accept title in its current form and proceed to Closing or (ii) terminate this Contract, whereupon the Deposit shall be returned to Purchaser and both parties shall be relieved from all further liability hereunder except for Purchaser’s indemnification obligations under Sections 6 and 25 hereof.

 

4.     Title.

 

4.01         The Purchaser shall promptly order a title report of the Real Property from a national title insurance company licensed to do business in the Commonwealth of Virginia or such company’s agent.  The Purchaser shall promptly inform the Seller and its counsel of any title defect (including any defect disclosed by a survey of the Premises) not among the Permitted Title Exceptions after learning of the same and deliver a copy of such title report (and any survey prepared on behalf of or obtained by the Purchaser) to the Seller promptly after the receipt of the same, but not later than the last day of the Due Diligence Period.  If the Purchaser shall fail to notify the Seller and its counsel of the existence of any title exception or defect not among the Permitted Title Exceptions by the expiration of the Due Diligence Period, then objection to such title exceptions and defects shall be deemed to have been waived by the Purchaser, and such title exceptions and defects shall be deemed to be Permitted Title Exceptions.  If any title exception or defect not among the Permitted Title Exceptions shall arise after the Due Diligence Period, the Purchaser shall notify the Seller thereof within two (2) Business Days of the Purchaser’s becoming aware of the same or such title exceptions and defects shall likewise be deemed to have been waived by the Purchaser and such title exceptions and defects shall be deemed to be Permitted Title Exceptions.

 

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4.02         The Seller shall not be obligated to cure any title defect or to remove any exception to title not among the Permitted Title Exceptions (including any violation noted or issued, of any building, fire, safety, Environmental Law, or other law, code, ordinance or regulation affecting the Real Property), if the aggregate cost of curing all such title defects and removing such exceptions not among the Permitted Title Exceptions (including any violation noted or issued, of any building, fire, safety, Environmental Law or other law, code, ordinance or regulation affecting the Real Property) shall exceed the Cure Amount, except that the Seller shall cause any mortgage (or deed of trust) of the Real Property securing indebtedness for borrowed money, and any judgment against the Seller and mechanics’ or other statutory liens, encumbering the Real Property to be discharged of record irrespective of the amount.  If the Seller elects to cure any title defect or to remove any exception to title not among the Permitted Title Exceptions (including any violations noted or issued, of any or all building, fire, safety and other laws, codes, ordinances and regulations affecting the Real Property), (which election shall be made by the Seller within five (5) Business Days after receipt of the Purchaser’s objections), it shall be entitled to adjourn the Closing Date for up to sixty (60) days to attempt to cure such defect or remove such exception.  Notwithstanding anything herein contained to the contrary, the Seller shall not be obligated to institute or prosecute any legal proceeding to cure or discharge any title defect or exception to title.

 

4.03         If the Seller shall have notified the Purchaser of the Seller’s unwillingness or inability to cure title defects or remove exceptions not among the Permitted Title Exceptions or among those title exceptions that the Seller has agreed to discharge pursuant to Section 4.02 hereof, because the cost of curing such title defects or removing such exceptions will exceed the Cure Amount, or if, as of the Closing Date (as the same may have been adjourned as provided in this Agreement), the Seller is unable to convey Acceptable Title to the fee simple of the Premises to the Purchaser, then the Purchaser may, upon notice to the Seller, terminate this Agreement.  The Purchaser may elect to consummate this transaction subject to such title defects or exceptions upon all of the terms and provisions and subject to all of the conditions set forth in this Agreement (except the obligation of the Seller to convey Acceptable Title) by giving notice to the Seller within five (5) Business Days after the effective date of the Seller’s notice.  If the Purchaser shall elect to consummate this transaction as provided in the Purchaser’s notice, the Seller shall convey the Property to the Purchaser without diminution of the Purchase Price, subject to the Permitted Title Exceptions and such additional title exceptions as the Seller shall have elected not to cure or remove except that Purchaser shall be entitled to a credit against the Purchase Price equal to the Cure Amount and subject to the Seller’s obligations to satisfy mortgages and liens pursuant to Section 4.02.  If the Purchaser shall have elected to terminate this Agreement pursuant to this Section 4.03 and such election shall not have been canceled as provided above in this Section 4.03, then the Seller and the Purchaser shall instruct the Escrow Agent to disburse the Escrow Fund to the Purchaser, and no party shall have any further rights or obligations hereunder.  Such rights to terminate this Agreement and to receive the Escrow Fund shall be the Purchaser’s sole remedies if the Seller is unwilling or unable to cure or remove any such title defect or exception.

 

TITLE

 

3.01                           Title.     The Seller covenants that it is, or will be, the fee simple owner of the Commercial Units, subject to all instruments forming the chain of title to the Commercial Units, that it has full legal, beneficial, and equitable ownership of the Commercial Units and that it has the right and power to convey the Commercial Units.  The Commercial Units are to be sold and conveyed free of liens, and title is to be good of record, merchantable and insurable.  Title shall be fully insurable under a full coverage owner’s title policy issued by a recognized title insurance company of Purchaser’s choice, at standard rates and without requirement or exception subject, however, to the Declaration of Condominium, to all standard pre-printed exceptions and to any easements, covenants, rights-of-way or declaration of covenants of record.  On or before sixty (60) days after the Effective Date, Purchaser will cause an examination of title to the Commercial Units to be made (the “Title Examination”).  Purchaser shall advise Seller in writing on or before such sixty (60) day period (hereinafter referred to as the “Title Notice”) of any item other than the Permitted Exceptions that, in Purchaser’s sole discretion, will impede, hinder use of, or unreasonably interfere with Purchaser’s intended buildout and use of the Commercial Units (hereinafter referred to as “Objections”).  Any item contained in the Title Examination not set forth on the Title Notice shall be considered a Permitted Exception.  If any such Objection shall be of such a nature that it can be corrected by proper and efficient action, including legal action, by Seller, then Seller, at Seller’s sole option, may take appropriate action, legal or otherwise, to promptly cure said defect.  Seller shall advise Purchaser in writing within five (5) business days of receipt of the Title Notice of any Objections which Seller determines it will be unwilling and/or unable to so cure at or prior to the initial settlement and closing; and it shall be a condition precedent to such closing that all Objections that Seller is obligated to cure shall be cured by Seller at or prior to such closing.  In the event Seller advises Purchaser of its unwillingness and/or inability to so cure one or more Objections, Purchaser may, at its

 

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option, within five (5) days from receipt of Seller’s response, elect to either (i) waive such Objections and proceed with this Agreement; or (ii) terminate this Agreement.

 

Notwithstanding anything to the contrary above, any deeds of trust, judgments, unpaid state or federal taxes, inheritances taxes, unpaid real estate taxes, or any other liens against the Commercial Units that can be cured by the payment of money shall be first paid and released of record by the settlement agent or attorney at settlement (if not sooner paid and released of record by Seller), utilizing the proceeds paid by Purchaser at settlement.

 

The state of title at date of each settlement and closing shall be the same as is disclosed by the Title Examination, except for recordation of the Declaration of Condominium and those other matters which are approved by Purchaser, or Seller shall be in default and Purchaser may exercise its remedies pursuant to this paragraph or Paragraph 9.02 hereof.

 

ARTICLE IV

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