Common use of CURE OF UNACCEPTABLE CONDITIONS Clause in Contracts

CURE OF UNACCEPTABLE CONDITIONS. Any of the Tests and Studies of Purchaser and/or its agents or representatives conducted during the Site Analysis Period that discloses that there are (i) any defects or deficiencies of the Project in respect to its compliance with any and all codes, ordinances, statutes, Permits, approvals or licenses issued in respect to the Project or promulgated by any federal, state, county or municipal governmental or quasi-governmental authority which are required by such governmental or quasi-governmental authority to correct; (ii) defects in the materials or workmanship of the Project from that which is required to be in substantial compliance with the Plans, except that portion thereof, if any, that relates to materials for, or workmanship of improvements constructed or to be constructed on behalf of Tenants or New Tenants that form a part of Post Closing Work (as hereinafter defined); or (iii) a violation of Environmental Laws (as hereinafter defined) not disclosed on the Environmental Reports that, in respect to clauses (i), (ii) and (iii), can be corrected and cured for an estimated aggregate cost (in respect to the Project) not to exceed One Hundred Thousand Dollars ($100,000.00), shall be collectively hereinafter referred to as "Unacceptable Conditions." It is understood that regardless of the cost, the Warranty Work obligations set forth in Paragraph 24.17 hereof shall not be included as an Unacceptable Condition in respect to the $100,000.00 limitation and the cost of performing Warranty Work shall be in addition to any cost for curing or correcting Unacceptable Conditions. In the event Purchaser discovers what it deems to be Unacceptable Conditions as a result of the Tests and Studies, Purchaser shall notify ("Condition Notice") Seller and Contractor, in writing, of the same promptly following Purchaser's discovery thereof, but in no instance later than three (3) business days following the expiration of the Site Analysis Period. Such Condition Notice shall include a copy of those portions of the Tests and Studies disclosing such Unacceptable Condition(s). Within ten (10) days following Seller's receipt of the Condition Notice, if any, Seller and Contractor shall advise ("Condition Response") Purchaser, in writing, of Seller's and Contractor's good faith determination and estimate of (1) those matters contained in the Condition Notice that do not qualify as Unacceptable Conditions; (2) the time within which the remaining matters contained in the Condition Notice will be cured or corrected; and (3) the aggregate cost to Seller and Contractor of curing and correcting such remaining matters. In the event the Condition Response is unacceptable to Purchaser, Seller, Contractor and Purchaser shall promptly meet and confer, in good faith, to attempt to resolve the unacceptable aspects to Purchaser of the differences between the Condition Notice and the Condition Response or the time within which or the aggregate cost for which Seller and Contractor estimated in the Condition Response for curing or correcting as aforesaid. In the event Seller, Contractor and Purchaser are unable to resolve such differences, Purchaser may elect to (a) terminate this Agreement, (b) proceed to Closing in respect to Seller's and Contractor's obligations to cure or correct those matters set forth in the Condition Response, modified, if at all, as a result of the aforesaid conference between Purchaser, Seller and Contractor (provided the estimated aggregate cost of performing the same does not exceed $100,000.00 or such greater amount Seller and Contractor in their sole discretion, have agreed to expend), or (c) select those

CURE OF UNACCEPTABLE CONDITIONS. Any of the Tests and Studies of Purchaser and/or its agents or representatives conducted during the Site Analysis Period that discloses in respect to Phase I that there are (i) any defects or deficiencies of the Project Phase I in respect to its compliance with any and all codes, ordinances, statutes, Permits, approvals or licenses issued in respect to the Project Phase I or promulgated by any federal, state, county or municipal governmental or quasi-governmental authority which are required by such governmental or quasi-governmental authority to correct; (ii) any defects in the materials or workmanship of the Project from that which is required to be in substantial compliance with the Plans, except that portion thereof, if any, that relates to materials for, or workmanship of improvements constructed or to be constructed on behalf of Tenants or New Tenants that form a part of Post Closing Work (as hereinafter defined); or (iii) a violation of Environmental Laws (as hereinafter defined) not disclosed on the Environmental Reports thatLaws, in respect to clauses (i), (ii) and (iii), can be corrected and cured for an estimated aggregate cost (in respect to the ProjectPhase I) not to exceed One Hundred Thousand Dollars ($100,000.00), shall be collectively hereinafter referred to as "Unacceptable Conditions." In respect to Phase II, an Unacceptable Condition(s) shall mean the same as defined in clauses (i), (ii) and (iii) above in respect to Phase I, except, in the instance of Phase II, the estimated aggregate cost of correcting and curing the same shall not exceed Fifty Thousand Dollars ($50,000) plus One Hundred Thousand Dollars ($100,000) minus the estimated aggregate cost of correcting and curing the Phase I Unacceptable Conditions agreed to by the Parties or elected by Purchaser as hereafter provided ("Phase II Unacceptable Condition Limitation"). It is understood that regardless of the cost, the Warranty Work obligations set forth in Paragraph 24.17 hereof shall not be included as an Unacceptable Condition in respect to the estimated $100,000.00 limitation for Phase I or the Phase II Unacceptable Conditions Cost Limitation, and the cost of performing Warranty Work shall be in addition to any cost for curing or correcting Unacceptable Conditions. In the event Purchaser discovers what it deems to be Unacceptable Conditions as a result of the Tests and Studies, Purchaser shall notify ("Condition Notice") Seller and Contractor, in writing, of the same promptly following Purchaser's discovery thereof, but in no instance later than three (3) business days following the expiration of the Site Analysis Period. Such Condition Notice shall include a copy of those portions of the Tests and Studies disclosing such Unacceptable Condition(s). Within ten (10) days following Seller's receipt of the Condition Notice, if any, Seller and Contractor shall advise ("Condition Response") Purchaser, in writing, of Seller's and Contractor's good faith determination and estimate of (1) those matters contained in the Condition Notice that do not qualify as Unacceptable Conditions; (2) the time within which the remaining matters contained in the Condition Notice will be cured or corrected; and (3) the aggregate cost to Seller and Contractor of curing and correcting such remaining matters. In the event the Condition Response is unacceptable to Purchaser, Seller, Contractor and Purchaser shall promptly meet and confer, in good faith, to attempt to resolve the unacceptable aspects to Purchaser of the differences between the Condition Notice and the Condition Response or the time within which or the aggregate cost for which Seller and Contractor estimated in the Condition Response for curing or correcting as aforesaid. In the event Seller, Contractor and Purchaser are unable to resolve such differences, Purchaser may elect to (a) terminate this Agreement, (b) proceed to Closing in respect to Seller's and Contractor's obligations to cure or correct those matters set forth in the Condition Response, modified, if at all, as a result of the aforesaid conference between Purchaser, Seller and Contractor (provided the estimated aggregate cost of performing the same does not exceed $100,000.00 or such greater amount Seller and Contractor in their sole discretion, have agreed to expend), or (c) select thoseassociated

CURE OF UNACCEPTABLE CONDITIONS. Any of the Tests and Studies of Purchaser and/or its agents or representatives conducted during the Site Analysis Period that discloses in respect to Phase I that there are (i) any defects or deficiencies of the Project Phase I in respect to its compliance with any and all codes, ordinances, statutes, Permits, approvals or licenses issued in respect to the Project Phase I or promulgated by any federal, state, county or municipal governmental or quasi-governmental authority which are required by such governmental or quasi-governmental authority to correct; (ii) any defects in the materials or workmanship of the Project Phase I from that which is required to be in substantial compliance with the Plans, except that portion thereof, if any, that relates to materials for, or workmanship of improvements constructed or to be constructed on behalf of Tenants or New Tenants that form a part of Post Closing Work (as hereinafter defined); or (iii) a violation of Environmental Laws (as hereinafter defined) not disclosed on the Environmental Reports that, in respect to clauses (i), (ii) and (iii), can be corrected and cured for an estimated aggregate cost (in respect to the ProjectPhase I) not to exceed One Hundred Thousand Dollars ($100,000.00), shall be collectively hereinafter referred to as "Unacceptable Conditions." In respect to Phase II, an Unacceptable Condition(s) shall mean the same as defined in clauses (i), (ii) and (iii) above, but in respect to Phase II, except that the estimated aggregate cost of correcting and curing the same shall not exceed Fifty Thousand Dollars ($50,000.00) plus One Hundred Thousand Dollars ($100,000.00) minus the estimated aggregate cost of correcting and curing the Phase I Unacceptable Conditions agreed to by the Parties or elected by Purchaser as hereafter provided ("Phase II Unacceptable Condition Cost Limitation"). It is understood that regardless of the cost, the Warranty Work obligations set forth in Paragraph 24.17 hereof shall not be included as an Unacceptable Condition in respect to the $100,000.00 limitation and the cost of performing Warranty Work shall be in addition to any cost for curing or correcting Unacceptable Conditions. In the event Purchaser discovers what it deems to be Unacceptable Conditions as a result of the Tests and Studies, Purchaser shall notify ("Condition Notice") Seller and Contractor, in writing, of the same promptly following Purchaser's discovery thereof, but in no instance later than three (3) business days following the expiration of the Site Analysis Period. Such Condition Notice shall include a copy of those portions of the Tests and Studies disclosing such Unacceptable Condition(s). Within ten (10) days following Seller's receipt of the Condition Notice, if any, Seller and Contractor shall advise ("Condition Response") Purchaser, in writing, of Seller's and Contractor's good faith determination and estimate of (1) those matters contained in the Condition Notice that do not qualify as Unacceptable Conditions; (2) the time within which the remaining matters contained in the Condition Notice will be cured or corrected; and (3) the aggregate cost to Seller and Contractor of curing and correcting such remaining matters. In the event the Condition Response is unacceptable to Purchaser, Seller, Contractor and Purchaser shall promptly meet and confer, in good faith, to attempt to resolve the unacceptable aspects to Purchaser of the differences between the Condition Notice and the Condition Response or the time within which or the aggregate cost for which Seller and Contractor estimated in the Condition Response for curing or correcting as aforesaid. In the event Seller, Contractor and Purchaser are unable to resolve such differences, Purchaser may elect to (a) terminate this Agreement, (b) proceed to Closing in respect to Seller's and Contractor's obligations to cure or correct those matters set forth in the Condition Response, modified, if at all, as a result of the aforesaid conference between Purchaser, Seller and Contractor (provided the estimated aggregate cost of performing the same does not exceed $100,000.00 or such greater amount Seller and Contractor in their sole discretion, have agreed to expend), or (c) select thosethe

CURE OF UNACCEPTABLE CONDITIONS. Any of the Tests and Studies of Purchaser and/or its agents or representatives conducted during the Site Analysis Period that discloses that there are (i) any defects or deficiencies of the Project in respect to its compliance with any and all codes, ordinances, statutes, Permits, approvals or licenses issued in respect to the Project or promulgated by any federal, state, county or municipal governmental or quasi-governmental authority which are required by such governmental or quasi-governmental authority to correct; (ii) defects in the materials or workmanship of the Project from that which is required to be in substantial compliance with the Plans, except that portion thereof, if any, that relates to materials for, or workmanship of improvements constructed or to be constructed on behalf of Tenants or New Tenants that form a part of Post Closing Work (as hereinafter defined); or (iii) a violation of Environmental Laws (as hereinafter defined) not disclosed on the Environmental Reports that, in respect to clauses (i), (ii) and (iii), can be corrected and cured for an estimated aggregate cost (in respect to the Project) not to exceed One Hundred Thousand Dollars ($100,000.00), shall be collectively hereinafter referred to as "Unacceptable Conditions." It is understood that regardless of the cost, the Warranty Work obligations set forth in Paragraph 24.17 hereof hereof, shall not be included as an Unacceptable Condition in respect to the $100,000.00 limitation limitation, and the cost of performing Warranty Work shall be in addition to any cost for curing or correcting Unacceptable Conditions. In the event Purchaser discovers what it deems to be Unacceptable Conditions as a result of the Tests and Studies, Purchaser shall notify ("Condition Notice") Seller and ContractorSeller, in writing, of the same promptly following Purchaser's discovery thereof, but in no instance later than three (3) business days following the expiration of the Site Analysis Period. Such Condition Notice shall include a copy of those portions of the Tests and Studies disclosing such Unacceptable Condition(s). Within ten (10) days following Seller's receipt of the Condition Notice, if any, Seller and Contractor shall advise ("Condition Response") Purchaser, in writing, of Seller's and Contractor's good faith determination and estimate of (1) those matters contained in the Condition Notice that do not qualify as Unacceptable Conditions; (2) the time within which the remaining matters contained in the Condition Notice will be cured or corrected; and (3) the aggregate cost to Seller and Contractor of curing and correcting such remaining matters. In the event the Condition Response is unacceptable to Purchaser, Seller, Contractor and Purchaser shall promptly meet and confer, in good faith, to attempt to resolve the unacceptable aspects to Purchaser of the differences between the Condition Notice and the Condition Response or the time within which or the aggregate cost for which Seller and Contractor estimated in the Condition Response for curing or correcting as aforesaid. In the event Seller, Contractor and Purchaser are unable to resolve such differences, Purchaser may elect to (a) terminate this Agreement, (b) proceed to Closing in respect to Seller's and Contractor's obligations to cure or correct those matters set forth in the Condition Response, modified, if at all, as a result of the aforesaid conference between Purchaser, Seller and Contractor (provided the estimated aggregate cost of performing the same does not exceed $100,000.00 or such greater amount Seller and Contractor in their sole discretion, have agreed to expend), or (c) select thoseshall

CURE OF UNACCEPTABLE CONDITIONS. Any of the Tests and Studies of Purchaser and/or its agents or representatives conducted during the Site Analysis Period that discloses that there are (i) any defects or deficiencies of the Project in respect to its compliance with any and all codes, ordinances, statutes, Permits, approvals or licenses issued in respect to the Project or promulgated by any federal, state, county or municipal governmental or quasi-governmental authority which are required by such governmental or quasi-governmental authority to correct; (ii) defects in the materials or workmanship of the Project from that which is required to be in substantial compliance with the Plans, except that portion thereof, if any, that relates to materials for, or workmanship of improvements constructed or to be constructed on behalf of Tenants or New Tenants that form a part of Post Closing Work (as hereinafter defined); or (iii) a violation of Environmental Laws (as hereinafter defined) not disclosed on the Environmental Reports that, in respect to clauses (i), (ii) and (iii), can be corrected and cured for an estimated aggregate cost (in respect to the Project) not to exceed One Hundred Thousand Dollars ($100,000.00), shall be collectively hereinafter referred to as "Unacceptable Conditions." It is understood that regardless of the cost, the Warranty Work obligations set forth in Paragraph 24.17 hereof hereof, shall not be included as an Unacceptable Condition in respect to the $100,000.00 limitation and the cost of performing Warranty Work shall be in addition to any cost for curing or correcting Unacceptable Conditions. In the event Purchaser discovers what it deems to be Unacceptable Conditions as a result of the Tests and Studies, Purchaser shall notify ("Condition Notice") Seller and ContractorSeller, in writing, of the same promptly following Purchaser's discovery thereof, but in no instance later than three (3) business days following the expiration of the Site Analysis Period. Such Condition Notice shall include a copy of those portions of the Tests and Studies disclosing such Unacceptable Condition(s). Within ten (10) days following Seller's receipt of the Condition Notice, if any, Seller and Contractor shall advise ("Condition Response") Purchaser, in writing, of Seller's and Contractor's good faith determination and estimate of (1) those matters contained in the Condition Notice that do not qualify as Unacceptable Conditions; (2) the time within which the remaining matters contained in the Condition Notice will be cured or corrected; and (3) the aggregate cost to Seller and Contractor of curing and correcting such remaining matters. In the event the Condition Response is unacceptable to Purchaser, Seller, Contractor and Purchaser shall promptly meet and confer, in good faith, to attempt to resolve the unacceptable aspects to Purchaser of the differences between the Condition Notice and the Condition Response or the time within which or the aggregate cost for which Seller and Contractor estimated in the Condition Response for curing or correcting as aforesaid. In the event Seller, Contractor and Purchaser are unable to resolve such differences, Purchaser may elect to (a) terminate this Agreement, (b) proceed to Closing in respect to Seller's and Contractor's obligations to cure or correct those matters set forth in the Condition Response, modified, if at all, as a result of the aforesaid conference between Purchaser, Seller and Contractor (provided the estimated aggregate cost of performing the same does not exceed $100,000.00 or such greater amount Seller and Contractor in their sole discretion, have agreed to expend), or (c) select thoseshall