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 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 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 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 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") arise during the period between the Effective Date and the Closing Date ("Gap"), then the party who discovered 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 Defects and documentation relating thereto ("Gap Notice"). Any New Defect shall give the other party on or before the date which 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 by written notice, then such New Defect will not, in any way, be considered a Permitted Exception. Within five (5) business days after its discovery (the "New Defect Notice Date")of Seller's receipt of Purchaser's Gap Notice, written notice if any, Seller will notify Purchaser in writing 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 any such New DefectDefects that Seller is unable or unwilling to cause to be removed or insured over prior to or at the Closing. The parties acknowledge and agree that no If Seller shall have any obligation to cure any New Defect unless does not respond within 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 Deadlineday 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 Xxxxxxx 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 Xxxxxxx 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 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.