Defects and Cure. The Title Report and the survey are collectively referred to as “Title Evidence”. Holdings shall notify the Company in writing within twenty (20) days after its receipt of the last of each component of the Title Evidence for each Hospital of any material liens, claims, encroachments, exceptions or defects disclosed in the Title Evidence to which Holdings or Holdings’ lender objects, other than any Permitted Encumbrances (collectively, “Defects”). The Company, at its sole cost and expense, shall cure any such Defects on or before Closing (“cure” shall include an endorsement to an owner’s or a leasehold policy of title insurance, as applicable, acceptable to Holdings, either eliminating the Defect, insuring over the Defect or insuring against the effect of the Defect or an agreement by Shareholders that is acceptable to Holdings and Holdings’ lender to indemnify Holdings and/or Holdings’ lender, as applicable, with respect to the Defect) or the Company may elect to not cure the objections and shall give written notice to Holdings and Holdings’ lender within thirty (30) days of its receipt of Holdings’ notice of Defects of its decision. Within 30 days of Holdings’ receipt of notice from the Company of uncured Defects, Holdings may waive such uncured Defects and close or may 55 terminate this Agreement as if it were a termination pursuant to Section 12.1. If the Company fails to timely give such notice, the Company shall be deemed to have elected not to cure the Defects, whereupon Holdings may waive such Defects and close, or may terminate this Agreement.
Defects and Cure. The Title Commitment and the Survey are collectively referred to as the “Title Evidence.” If the Title Evidence discloses, with respect to the Survey, any material encroachment onto or off of either the Property or any easement benefiting or burdening the Property, or, with respect to the Title Commitment, any matters other than Permitted Exceptions or mortgages or monetary liens to be discharged by Seller at or prior to Closing, Buyer shall notify Seller in writing within ten (10) days of Buyer’s receipt of the Title Commitment or the Survey specifying the defects shown thereby (the “Defects”), and Seller shall have ten (10) days from the date of Buyer’s notice of the Defects to respond to Buyer with Seller’s intention to correct or cure the Defects or with Seller’s intention not to cure the Defects. If Seller elects to cure the Defects, it shall have until the date that is ten (10) days prior to the date of Closing within which to use good faith, diligent efforts to cure the Defects. If Seller elects not to cure the Defects or fails to cure and remove all Defects within ten (10) days prior to the date of Closing, this Agreement may be terminated at Buyer’s election by written notice given to Seller within five (5) days of Buyer’s receipt of notice that Seller will not cure Defects or five (5) days prior to the date of Closing in the event of Seller’s failure to cure whereupon this Agreement shall automatically terminate and be null and void, or Buyer may, at its sole election by written notice, proceed to close this transaction notwithstanding any Defects and without offset or deduction in the Purchase Price, in which event such Defects shall become Permitted Exceptions and shall be waived by Buyer for all purposes.
Defects and Cure. If the Title Commitment, the Survey or any update to either of the foregoing, (“Title Evidence”) discloses unpermitted claims, liens, exceptions or conditions (the “Defects”), said Defects shall be cured and removed by Seller from the Title Evidence prior to Closing in accordance with this Section 5.3.
Defects and Cure. The Commitment and Title Policy and the Survey and U.C.C. Searches described in this Article are collectively referred to as "TITLE EVIDENCE." Buyer shall notify Seller as soon as reasonably possible of any liens, claims, encroachments exceptions or defects disclosed in the Title Evidence which either: (a) do not constitute Permitted Exceptions, or (b) even if they constitute Permitted Exceptions, adversely impact any of the Assets or the financeability thereof in the reasonable opinion of Buyer (collectively, "DEFECTS"). Seller, at its sole cost and expense, may elect to not cure the objection and shall give written notice to Buyer within ten (10) days of its receipt of Buyer's objections of its decision whereupon Buyer may waive such objection and close or may terminate this Agreement, which election shall be made within ten (10) days of receipt of notice from Seller. If Seller fails to timely give such notice, Seller shall be deemed to have elected not to cure the objection, whereupon Buyer may waive such objection and close or may terminate this Agreement, which election by Buyer shall be made within thirty (30) days following notice of objection to Seller. Upon termination of this Agreement under the terms of this Section 7.4, no party to this Agreement shall have any further claims under this Agreement against any other party.
Defects and Cure. The items described in this Paragraph 6 are collectively referred to as "TITLE EVIDENCE." If the Title Evidence obtained during the Inspection Period discloses claims, liens, exceptions, or conditions that do adversely affect the use and/or marketability of title to any Project ("DEFECTS"), Acquiror may, prior to the Approval Date, give written notice (the "DEFECTS NOTICE") of such Defects to Contributor. If and to the extent that the Title Evidence discloses any claims, liens, exceptions or conditions to which Acquiror does not object in its Defects Notice, then such items shall thereafter constitute Permitted Exceptions. If Contributor fails or refuses, within a period of twenty (20) days after its receipt of a Defects Notice ("RESPONSE PERIOD"), to either (i) cure all Defects; or (ii) cause all Defects to be insured over by the Title Company (in form and substance reasonably acceptable to Acquiror); or (iii) provide Contributor's written assurance and affirmative undertaking to Acquiror that Contributor will, in fact, undertake (with diligence and good faith) to use all reasonable efforts to promptly cure or cause the Title Company to insure over (in form and substance reasonably acceptable to Acquiror) the Defects at Closing (a "TITLE UNDERTAKING"), then Acquiror may either (A) subject to the restrictions of Paragraph 32, delete the affected Project in accordance with the procedures (but not the time limits) described in Subparagraph 5(e) by written notice to the Contributor delivered within ten (10) days after the expiration of the Response Period; or (B) if the deletion of Projects [pursuant to clause (A)] encumbered by Defects shall violate the restrictions imposed under Paragraph 32, then Acquiror may terminate this Agreement by written notice to Contributor, delivered within ten (10) days after the expiration of the Response Period, whereupon the Earnxxx Xxxey, together with all (if any) interest earned thereon, shall be returned to Acquiror and neither party shall have any further liability to the other hereunder, except as otherwise specifically provided in this Agreement. If Acquiror fails to make an affirmative election of (A) or (B) above prior to Closing, then Acquiror shall be conclusively deemed to have accepted title to the Project(s) in question, subject to the Defects in question. Notwithstanding anything contained above or elsewhere in this Agreement to the contrary, Contributor covenants and agrees that it shall cure (or procure title...
Defects and Cure. The Title Commitment is referred to herein as "Title Evidence". If the Title Evidence discloses, with conditions which might adversely affect Buyer or the Real Property or, with respect to the Title Commitment, deficiencies in endorsements or matters other than the Permitted Exceptions (hereinafter, collectively, referred to as the "Defects"), the Defects shall be cured by Seller within a reasonable amount of time, from the delivery of the Title Evidence or on or before the Closing Date, whichever is later (such period, the "Cure Period") by removing the Defects or causing the Title Company to insure over the Defects. If Seller does not cure the Defects during the Cure Period, Buyer may extend the Closing Date to permit additional time for the Defects to be removed, may terminate this Contract and waive all claims for damages against Seller, or close on the purchase of the Real Property subject to the exceptions and waive all claims for damages against Seller. 5 Inspections. Purchaser has over the forty five day period prior to the Closing Date to inspect all aspects of the Property, including without limitation, the development, usage, operation and marketability, any and all permits and approvals necessary for Purchaser’s usage, zoning, environmental matters, and matters related to title. Purchaser is satisfied with its investigation and desires to proceed with the execution of this Agreement
Defects and Cure. The items described in this paragraph 7 are collectively referred to as "Title Evidence". If, between the respective dates of the various Title Evidence and the Closing Date, updated Title Evidence discloses unpermitted claims, liens, exceptions or conditions (the "Defects"), Purchaser shall notify Seller in writing of any Defects. Purchaser's failure to so notify Seller at or prior to Closing shall result in Purchaser's acceptance of title as disclosed in the updated Title Evidence. Seller shall cure any Defects; however, Seller shall have no obligation to expend in excess of $250,000.00 to cure Defects, except for liens of an ascertainable amount which Seller shall cause to be released at Closing. Seller agrees to remove any exceptions or encumbrances to title which are created by, through or under Seller after the Contract Date. If Seller does not cure all Defects, or if Seller does not cause all Defects to be insured over by the Title Company, then Purchaser may terminate this Agreement by written notice to the Seller given within ten (10) days after the date the Closing was to have occurred but for the Purchaser's objections to Defects, in which event the Xxxxxxx Money shall be returned to Purchaser, and neither party shall have any further liability to the other hereunder, except as otherwise provided in this Agreement.
Defects and Cure. The items described in SECTION 7.2 AND 7.3 are collectively referred to as "TITLE EVIDENCE." If the Title Evidence discloses any Defects that render the title unmarketable, as defined above, then Purchaser may, on or before the tenth (10th) day after the delivery of the Title Evidence, deliver a notice (each a "NOTICE OF TITLE OBJECTION") to Seller specifying any Defect that is discovered by Purchaser and that renders title unmarketable, as defined above. Upon receipt of a Notice of Title Objection, Seller's obligations to cure Defects shall be set forth below:
Defects and Cure. If the Title Commitment, the Survey or any update to either of the foregoing, (“Title Evidence”) discloses any claims, liens, encumbrances, restrictions, covenants, encroachments exceptions or conditions affecting the Real Property that are not Permitted Exceptions (the “Defects”), said Defects may be cured and removed at Seller’s expense in accordance with this Section 5.3.
Defects and Cure. The Title Commitment and Policy and the Survey and UCC Searches described in this Article are collectively referred to as "TITLE EVIDENCE".
