Common use of New Defects Clause in Contracts

New Defects. If, prior to Closing, Purchaser or any Seller discovers that: (i) title to any Project is subject to defects, limitations or encumbrances not shown on the Title Commitments or the Updated Surveys and/or (ii) there is a violation of any Law at any Projects which arose after the Approval Date (each a "New Defect" and collectively, the "New Defects"), then the party who discovered the New Defect shall give the other party on or before the date which is five (5)business days after its discovery (the "New Defect Notice Date"), written notice of the New Defect (each a "New Defect Notice"). In such event, Sellers or Purchaser may elect to postpone the Closing for up to thirty (30) days in order to provide Sellers with an opportunity to cure such New Defect. The parties acknowledge and agree that no Seller shall have any obligation to cure any New Defect unless such New Defect is a Consensual Lien. Sellers shall give Purchaser written notice (the "Election to Cure") of whether it intends to cure such New Defect on or before the date which is five (5)business days after receipt (or delivery) of the New Defect Notice (the "Cure Election Deadline"). If Sellers fail to deliver the Election to Cure by the Cure Election Deadline, then Sellers shall be deemed to have elected not to cure the New Defect. In the event that Sellers fail to cure, elect not to cure or are deemed to have elected not to cure such New Defect, then Purchaser shall have the right to elect on or before the date which is five (5) business days following the Cure Election Deadline (the "New Defect Termination Date") to terminate this Agreement (which election may be made in Purchaser's sole and absolute discretion). In the event that Purchaser delivers written notice to Sellers of its election to terminate on or before the New Defect Termination Date, then this Agreement shall be deemed terminated as of the date of such notice and the Deposit shall be returned to Purchaser, whereupon neither the Sellers nor the Purchaser shall have any further liability to the other hereunder, except for Surviving Obligations hereunder. In the event that Sellers fail to cure, elect not to cure or are deemed to have elected not to cure such New Defect and Purchaser fails to make an election to terminate on or before the New Defect Termination Date, then all the matters set forth in a New Defect Notice shall be deemed to be Permitted Encumbrances. The parties agree that the provisions of this Section 12.3 are not intended to PURCHASE AND SALE AGREEMENT CRV PROPERTY supercede any rights and remedies Purchaser may have in the event that Sellers breach the covenants set forth in Section 5.5.

New Defects. IfFollowing the Effective Date of this Agreement, Seller shall not execute any deed, easement, agreement, restriction, commitment, covenant or otherwise create, place, grant, convey, allow, modify, alter or change any matter or agreement affecting title of the Property, unless Seller obtains the prior written consent of Purchaser. If any new title exceptions to Closing, Purchaser or any Seller discovers that: the Commitment (i) title to any Project is subject to defects, limitations or encumbrances not shown on the Title Commitments or the Updated Surveys and/or (ii) there is a violation of any Law at any Projects which arose after the Approval Date (each a "New Defect" and collectively, the "New Defects"), then ) arise during the party who discovered period between the New Defect shall give Effective Date and the other party on or before the date which is five Closing Date (5)business days after its discovery (the "New Defect Notice DateGap"), written Seller shall immediately notify Purchaser of such New Defects in writing and provide any and all documentation related thereto. Purchaser may notify Seller in writing of any objections to the New Defects within ten (10) days of receipt of notice of the New Defect Defects and documentation relating thereto (each a "New Defect Gap Notice"). In such event, Sellers or Purchaser may elect to postpone the Closing for up to thirty (30) days in order to provide Sellers with an opportunity to cure such New Defect. The parties acknowledge and agree that no Seller shall have any obligation to cure any Any New Defect unless not timely objected to by Purchaser will be conclusively deemed approved by Purchaser and will constitute a Permitted Exception hereunder, provided, however, that if Purchaser is not made aware of such New Defect is a Consensual Lien. Sellers shall give Purchaser by written notice (the "Election to Cure") of whether it intends to cure notice, then such New Defect on or before the date which is will not, in any way, be considered a Permitted Exception. Within five (5)business 5) days after of Seller's receipt (of Purchaser's Gap Notice, if any, Seller will notify Purchaser in writing of any such New Defects that Seller is unable or delivery) of unwilling to cause to be removed or insured over prior to or at the New Defect Notice (the "Cure Election Deadline")Closing. If Sellers fail to deliver the Election to Cure by the Cure Election DeadlineSeller does not respond within such five (5) day period, then Sellers Seller shall be deemed to have elected to cure such New Defects. If Seller does not agree to cure the New Defect. In the event that Sellers fail to cureDefects, elect not to cure or are deemed to have elected not to cure such New Defect, then Purchaser shall have the right elect, by giving written notice to elect on or before the date which is Seller and Escrow Agent within five (5) business days following the Cure Election Deadline after receipt of Seller's notice, to either (the "New Defect Termination Date"i) to terminate this Agreement (which election may be made in Purchaser's sole and absolute discretion). In the event that Purchaser delivers written notice to Sellers of its election to terminate on or before the New Defect Termination Date, then this Agreement shall be deemed terminated as obtain a refund of the date of such notice and full ▇▇▇▇▇▇▇ Money Deposit, or (ii) waive its Gap Notice, in which case the Deposit shall be returned to Purchaser, whereupon neither the Sellers nor the Purchaser shall have any further liability to the other hereunder, except for Surviving Obligations hereunder. In the event that Sellers fail to cure, elect not to cure or are deemed to have elected not to cure such New Defect and Purchaser fails to make an election to terminate on or before the New Defect Termination Date, then all the matters set forth in a New Defect Notice shall same will be deemed to be Permitted EncumbrancesExceptions under this Agreement. The parties agree that If Purchaser elects to terminate this Agreement, the provisions of ▇▇▇▇▇▇▇ Money Deposit shall be immediately returned to Purchaser (including any interest accrued thereon), and neither Party shall have any further rights or obligations under this Section 12.3 are not intended to PURCHASE AND SALE AGREEMENT CRV PROPERTY supercede any Agreement except those rights and remedies Purchaser may have in the event obligations that Sellers breach the covenants set forth in Section 5.5expressly survive termination.

New Defects. If, prior to Closing, Purchaser or any Seller discovers that: (i) title to any Project is subject to defects, limitations or encumbrances not shown on the Title Commitments or the Updated Surveys and/or (ii) there is a violation of any Law at any Projects which arose after the Approval Date (each a "New Defect" and collectively, the "New Defects"), then the party who discovered the New Defect shall give the other party on or before the date which is five (5)business 5) business days after its discovery (the "New Defect Notice Date"), written notice of the New Defect (each a "New Defect Notice"). In such event, Sellers or Purchaser may elect to postpone the Closing for up to thirty (30) days in order to provide Sellers with an opportunity to cure such New Defect. The parties acknowledge and agree that no Seller shall have any obligation to cure any New Defect unless such New Defect is a Consensual Lien. Sellers shall give Purchaser written notice (the "Election to Cure") of whether it intends to cure such New Defect on or before the date which is five (5)business 5) business days after receipt (or delivery) of the New Defect Notice (the "Cure Election Deadline"). If Sellers fail to deliver the Election to Cure by the Cure Election Deadline, then Sellers shall be deemed to have elected not to cure the New Defect. In the event that Sellers fail to cure, elect not to cure or are deemed to have elected not to cure such New Defect, then Purchaser shall have the right to elect on or before the date which is five (5) business days following the Cure Election Deadline (the "New Defect Termination Date") to terminate this Agreement (which election may be made in Purchaser's sole and absolute discretion). In the event that Purchaser delivers written notice to Sellers of its election to terminate on or before the New Defect Termination Date, then this Agreement shall be deemed terminated as of the date of such notice and the Deposit shall be returned to Purchaser, whereupon neither the Sellers nor the Purchaser shall have any further liability to the other hereunder, except for Surviving Obligations hereunder. In the event that Sellers fail to cure, elect not to cure or are deemed to have elected not to cure such New Defect and Purchaser fails to make an election to terminate on or before the New Defect Termination Date, then all the matters set forth in a New Defect Notice shall be deemed to be Permitted Encumbrances. The parties agree that the provisions of this Section 12.3 are not intended to PURCHASE AND SALE AGREEMENT CRV PROPERTY supercede any rights and remedies Purchaser may have in the event that Sellers breach the covenants set forth in Section 5.5.

New Defects. If, prior In the event that any update to Closing, Purchaser or any Seller discovers that: (i) title to any Project is subject to defects, limitations or encumbrances not shown on the Title Commitments Commitment or Updated Survey after the Objection Letter Date reveals any new adverse title exception not previously disclosed to Purchaser in the Title Commitment or the Updated Surveys and/or Survey (iia “New Defect”), Purchaser shall have a period of five (5) there is a violation business days after receipt of such update to the Title Commitment or the Updated Survey (“New Defect Objection Date”) to object to such new matter by written notice to Seller (“New Defect Objection Letter”), except that Purchaser shall in all events be deemed to have objected to all Mandatory Cure Items without necessity of the delivery of any Law at notice. In the event any Projects which arose after such objections are timely made by Purchaser, Seller shall have the Approval Date right, but not the obligation, exercisable by delivery of a notice to Purchaser (each a "New Defect" and collectively, the "New Defects"), then the party who discovered the “Seller’s New Defect shall give the other party on or before the date which is Response Notice”) within five (5)business 5) business days after its discovery Seller’s receipt of Purchaser’s New Defect Objection Letter (the "“Seller’s New Defect Notice Date"), written notice of the New Defect (each a "New Defect Notice"). In such event, Sellers or Purchaser may elect Response Period”) to postpone the Closing for up to thirty (30) days in order to provide Sellers with an opportunity commit to cure such objections in the manner specified in the Seller’s New DefectDefect Response Notice. The parties acknowledge and agree If there are objections timely made by Purchaser that no Seller shall have any obligation elects not to cure any or, by not sending a Seller’s New Defect unless such Response Notice within the Seller’s New Defect Response Period, is a Consensual Lien. Sellers shall give Purchaser written notice (the "Election to Cure") of whether it intends to cure such New Defect on or before the date which is five (5)business days after receipt (or delivery) of the New Defect Notice (the "Cure Election Deadline"). If Sellers fail to deliver the Election to Cure by the Cure Election Deadline, then Sellers shall be deemed to have elected not to cure the New Defect. In the event that Sellers fail to cure, elect not to cure or are deemed to have elected not to cure such New Defect, then Purchaser shall have the right to elect terminate this Agreement by delivery of a written notice to Seller on or before 5:00 P.M., Eastern Time, on the date which that is five (5) business days following after the Cure Election Deadline (the "earlier of Purchaser’s receipt of Seller’s New Defect Termination Date") to terminate this Agreement (which election may be made in Purchaser's sole and absolute discretion). In the event that Purchaser delivers written notice to Sellers of its election to terminate on Response Notice or before the New Defect Termination Date, then this Agreement shall be deemed terminated as of the date of such notice and that Seller is deemed to have elected not to cure, whereupon the Deposit shall be returned to Purchaser, whereupon neither Purchaser and the Sellers nor the Purchaser parties shall have any no further liability obligations to the or recourse against each other hereunder, (except for Surviving Obligations hereunderany provisions of this Agreement which are expressly stated to survive the termination of this Agreement). In the event that Sellers fail to cure, elect not to cure or are deemed to have elected not to cure such New Defect and If Purchaser fails to make an election to timely terminate on or before this Agreement in accordance with the preceding sentence, all such items set forth in the New Defect Termination Date, then all the matters set forth in a New Defect Notice Objection Letter and not agreed by Seller to cure shall be deemed Permitted Exceptions. Notwithstanding anything to the contrary herein, the Closing Date (as defined in Section 6.1 below) shall automatically be Permitted Encumbrancesextended to provide Purchaser and Seller the time period provided for in this Section 5.3.2 to deliver any applicable New Defect Objection Letter, Seller’s response thereto and Purchaser’s supplemental response, as applicable. The parties agree If Seller fails to satisfy or cure the Mandatory Cure Items or any matter that the provisions Seller agrees to cure pursuant to Seller’s New Defect Response Notice, Seller shall be deemed in default of this Agreement and Purchaser shall be permitted to pursue any and all remedies available to Purchaser in accordance with Section 12.3 are not intended to PURCHASE AND SALE AGREEMENT CRV PROPERTY supercede any rights and remedies Purchaser may have in the event that Sellers breach the covenants set forth in Section 5.510.2 of this Agreement.

New Defects. If, prior to Closing, Purchaser or any Seller discovers that: (i) title to any Project is subject to defects, limitations or encumbrances not shown on the Title Commitments or the Updated Surveys and/or (ii) there is a violation of any Law at any Projects which arose after the Approval Date (each a "New Defect" and collectively, the "New Defects"), PURCHASE AND SALE AGREEMENT MPR PROPERTY then the party who discovered the New Defect shall give the other party on or before the date which is five (5)business 5) business days after its discovery (the "New Defect Notice Date"), written notice of the New Defect (each a "New Defect Notice"). In such event, Sellers or Purchaser may elect to postpone the Closing for up to thirty (30) days in order to provide Sellers with an opportunity to cure such New Defect. The parties acknowledge and agree that no Seller shall have any obligation to cure any New Defect unless such New Defect is a Consensual Lien. Sellers shall give Purchaser written notice (the "Election to Cure") of whether it intends to cure such New Defect on or before the date which is five (5)business 5) business days after receipt (or delivery) of the New Defect Notice (the "Cure Election Deadline"). If Sellers fail to deliver the Election to Cure by the Cure Election Deadline, then Sellers shall be deemed to have elected not to cure the New Defect. In the event that Sellers fail to cure, elect not to cure or are deemed to have elected not to cure such New Defect, then Purchaser shall have the right to elect on or before the date which is five (5) business days following the Cure Election Deadline (the "New Defect Termination Date") to terminate this Agreement (which election may be made in Purchaser's sole and absolute discretion). In the event that Purchaser delivers written notice to Sellers of its election to terminate on or before the New Defect Termination Date, then this Agreement shall be deemed terminated as of the date of such notice and the Deposit shall be returned to Purchaser, whereupon neither the Sellers nor the Purchaser shall have any further liability to the other hereunder, except for Surviving Obligations hereunder. In the event that Sellers fail to cure, elect not to cure or are deemed to have elected not to cure such New Defect and Purchaser fails to make an election to terminate on or before the New Defect Termination Date, then all the matters set forth in a New Defect Notice shall be deemed to be Permitted Encumbrances. The parties agree that the provisions of this Section 12.3 are not intended to PURCHASE AND SALE AGREEMENT CRV PROPERTY supercede any rights and remedies Purchaser may have in the event that Sellers breach the covenants set forth in Section 5.5.