Buyer Objections. No later than the date that is twenty (20) days prior to the Closing Date, Buyer shall notify Seller in a reasonably detailed writing (the “Title Objection Notice”) which exceptions to the Title Report and the Express Map (including survey and zoning matters), if any, will not be accepted by Buyer with respect to the Hospital Campus Real Property. Seller shall have ten (10) Business Days after receipt of the Title Objection Notice to notify Buyer in writing that Seller either (i) will remove such objectionable exception from title before any exercise by Buyer of any of the Real Property Purchase Options pursuant to the Lease, or (ii) elects not to cause such exception to be removed (a “Non-Removal Notice”). If Seller fails to notify Buyer of its election within said ten (10) Business Day period, then Seller shall be deemed to have delivered a Non-Removal Notice. If Seller delivers a Non-Removal Notice to Buyer, then Buyer shall have until the date that is five (5) Business Days after the date that Buyer has received the Non-Removal Notice to notify Seller in writing that Buyer elects to either (A) nevertheless proceed with the transactions contemplated herein subject to such exceptions (in which event all such exceptions shall be deemed to constitute Permitted Real Property Encumbrances), or (B) terminate this Agreement. If Buyer fails to notify Seller in writing of its election on or prior to the expiration such five (5) Business Day period, then Buyer shall be deemed to have elected to terminate this Agreement.
Buyer Objections. Any matters shown on the applicable Survey and objected to by Buyer by the Inspection Date shall be additional title objections, as to which the obligations and rights of Buyer and Seller shall be the same as provided in Section 5 above.
Buyer Objections. If Buyer fails to notify the Sellers of its disapproval of any of the aforesaid items by the Approval Date, Buyer shall be deemed to have approved the condition of title to the Real Property as shown in the Preliminary Title Report. If Buyer objects to any exceptions to title, the Sellers shall have three (3) business days after receipt of Buyer's objections to notify
Buyer Objections. If Buyer has any objections to the Closing Balance Sheet, it will deliver a detailed statement describing the objections to Seller (such statement shall be in sufficient detail such that Seller can determine the nature, basis and amount of Buyer's objections) within 60 days after receiving the Closing Balance Sheet. Buyer and Seller will use reasonable efforts to resolve any such objections themselves. If the Parties do not obtain a final resolution within 60 days after Seller has received the statement of objections, Buyer and Seller will submit such unresolved objections to the accounting firm of PricewaterhouseCoopers LLP ("CPA Firm") for resolution. Buyer and Seller shall deliver all information reasonably necessary to the CPA Firm for such firm to make its determination including, without limitation, the Closing Balance Sheet, the audit report of KPMG, Seller's and KPMG's work papers, and each of Buyer's and Seller's statements as to their respective calculations of the Company Equity. The determination by the CPA Firm of the amounts in dispute between Buyer and Seller will be set forth in writing and will be conclusive and binding upon the Parties. Seller will revise the Closing Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(a)(iv). The "Closing Balance Sheet" shall mean the Closing Balance Sheet together with any revisions thereto pursuant to this Section 2.3(a)(iv).
Buyer Objections. No later than ten (10) calendar days subsequent to receipt of the last of the items described at paragraphs 3.1 through 3.3, the Buyer will provide to the Seller in writing any objections (“Buyer’s Objections”) to the status of title of the Property. Within ten (10) days after receipt of the Buyer’s Objections or if none have been made then within twenty-one (21) calendar days subsequent to Buyer’s receipt of the last of the items described at paragraphs 3.1 through 3.3, the Seller will advise the Buyer in writing as to the ability of the Seller to satisfy the Buyer’s Objections and the time required to do so. The Seller agrees to use Seller’s best reasonable efforts to satisfy each title commitment Schedule B, Part 1 requirement which is a condition precedent to issuance of the Title Policy. In the event that Seller elects to do so, the Seller may proceed to cure any other defect in title to the Property which is discovered by the Buyer, the Seller or the Title Company subsequent to the effective date of the Title Commitment and to satisfy and cure all other Buyer Objections. However, Seller shall not be obligated to cure any defects or Buyer Objections to the title. Unless otherwise specifically approved in writing by the Buyer, Xxxxx’s Objections to the status of title may not be satisfied by the Seller obtaining coverage by the Title Company indemnifying the Buyer against losses arising from the Buyer’s Objection. If the Seller is unable or unwilling to satisfy any Buyer Objection by the Closing Date and the Buyer is unwilling to waive satisfaction of such Buyer Objection, the Buyer will have the option to either: (a) extend the Closing Date (as hereafter defined) by that period of time which is reasonably required to enable the Seller to satisfy all unresolved Buyer Objections at the Seller's expense if Seller so chooses to cure; or (b) terminate this Agreement by written notice to the Seller.
Buyer Objections
