Common use of New Matters Clause in Contracts

New Matters. Subject to the provisions of Sections 4.5 and 4.6 above, between the expiration of the Inspection Period and the date of Closing, no new survey or new title matter not approved or deemed approved by Buyer pursuant to this Section 4.7 shall have been first created subsequent to the date the Survey or first recorded subsequent to the effective date of the Title Commitment, unless the same is discharged or released at or prior to Closing; provided that if the matter is created by a tenant and the tenant is obligated to remove the same pursuant to the terms of its Lease, then so long as such matters are of an ascertainable amount and cost less then $50,000 in the aggregate to cure, Buyer shall nevertheless be obligated to proceed with the Closing. If any such new survey or title matters do arise after the expiration of the Inspection Period, Buyer shall have until the earlier of (a) the Closing Date, and (b) five (5) days following its first obtaining knowledge of such matter(s), to notify Seller in writing, specifying the objectionable matters. In the event Buyer so notifies Seller of Buyer’s objection to any such matter, Seller may elect (but shall have no obligation whatsoever) to attempt to cure (by causing the same to be discharged or released from the Property) any such matters within thirty (30) days from receipt of such notice (the “Additional Title Cure Period”), in which event the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of thirty (30) days after receipt of such notice or ten (10) days after such matter is cured. Within five (5) business days after receiving Buyer’s notice, Seller shall notify Buyer if Seller intends to attempt to effectuate such cure (by causing the same to be discharged or released from the Property). In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure within the Additional Title Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Additional Title Cure Period, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Additional Title Cure Period, Buyer shall be deemed to have waived objection to any such title matter and agreed to accept title subject thereto, without reduction in the Purchase Price. In the event Seller fails to give such notice of its intention to attempt to effectuate such cure, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Seller’s Title Notice Period, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer.

New Matters. Subject If an additional exception to title (“New Matter”) affecting any portion of the Real Property is first disclosed to Buyer after the Effective Date, then, Buyer shall be deemed to have approved any such New Matter within five (5) business days of Buyer's receipt of written notice of such New Matter unless Buyer delivers to Seller (with a copy to the provisions Title Company) within such time written notice of Sections 4.5 and 4.6 aboveits objection thereto. Notwithstanding the foregoing, between any New Matter that is the expiration result of the Inspection Period activities of Buyer, or that does not materially and adversely impact the date marketability of Closingtitle to the Real Property or the value of the Property as reasonably determined by Buyer, no new survey or new title matter not approved or shall be deemed approved by Buyer pursuant to this Section 4.7 shall have been first created subsequent to the date the Survey or first recorded subsequent to the effective date of the Title Commitment, unless the same is discharged or released at or prior to Closing; provided that if the matter is created by a tenant and the tenant is obligated to remove the same pursuant to the terms of its Lease, then so long as such matters are of an ascertainable amount and cost less then $50,000 in the aggregate to cure, Buyer shall nevertheless be obligated to proceed with the Closing. If any such new survey or title matters do arise after the expiration of the Inspection Period, Buyer shall have until the earlier of (a) the Closing Date, and (b) five (5) days following its first obtaining knowledge of no right to object to such matter(s), to notify Seller in writing, specifying the objectionable mattersNew Matter. In the event Buyer so notifies Seller of Buyer’s objection to any such matter, Seller may elect to use reasonable efforts to remove or cause the Title Company to bond or insure or endorse over such New Matter within the later of (but shall have no obligation whatsoeverx) to attempt to cure (by causing the same to be discharged or released from the Property) any such matters within thirty (30) days from the date of receipt of such notice of objection from Buyer with respect to the New Matter, and (y) the “Additional Title Cure Period”), in which event the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of thirty (30) days after receipt of such notice or ten (10) days after such matter is cured. Within five (5) business days after receiving Buyer’s notice, Seller shall notify Buyer if Seller intends to attempt to effectuate such cure (by causing the same to be discharged or released from the Property)Outside Closing Date. In the event that within such period Seller gives (1) does not elect to remove or cause the Title Company to bond or insure or endorse over such notice of its intention to attempt to effectuate such cure and thereafter New Matter, or (2) elects but fails to actually effectuate remove or cause the Title Company to bond or insure or endorse over such cure New Matter, then within the Additional Title Cure Period, Buyer’s sole rights with respect thereto shall be earlier to terminate this Agreement within occur of (i) two (2) business days after the expiration of such period or such failure to remove or (ii) the Additional Title Cure PeriodOutside Closing Date, Buyer, as its sole and exclusive remedy hereunder for such failure, shall elect in writing either (a) to terminate this Agreement by written notice to Seller, in which event case the Deposit, and all interest earned thereon, Deposit shall be returned to Buyer, provided that if Buyer does not so terminate this Agreement within two shall be null and void and of no further force or effect and the parties hereto shall have no further obligations to the other (2except for any obligations or liabilities that expressly survive termination of this Agreement), or (b) business days after to waive the expiration foregoing right of termination and all other rights and remedies on account of such New Matter and to close the transaction contemplated by this Agreement, without any reduction or abatement of the Additional Title Cure PeriodPurchase Price. If Buyer shall fail to make such election, then Buyer shall be deemed to have waived objection its objections to any such title matter and agreed to accept title subject thereto, without reduction in the Purchase Price. In the event Seller fails to give such notice of its intention to attempt to effectuate such cure, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Seller’s Title Notice Period, in which event the Deposit, and all interest earned thereon, shall be returned to Buyerdisapproved New Matter.

New Matters. Subject If an additional exception to title (“New Matter”) affecting the provisions of Sections 4.5 and 4.6 above, between the expiration of the Inspection Period and the date of Closing, no new survey Property is first disclosed to or new title matter not approved or deemed approved discovered by Buyer pursuant to this Section 4.7 shall have been first created subsequent to the date the Survey or first recorded subsequent to the effective date of the Title Commitment, unless the same is discharged or released at or prior to Closing; provided that if the matter is created by a tenant and the tenant is obligated to remove the same pursuant to the terms of its Lease, then so long as such matters are of an ascertainable amount and cost less then $50,000 in the aggregate to cure, Buyer shall nevertheless be obligated to proceed with the Closing. If any such new survey or title matters do arise after the expiration of the Inspection Period, Buyer shall have until the earlier of (a) the Closing Date, and (b) five (5) days following its first obtaining knowledge of such matter(s), to notify Seller in writing, specifying the objectionable matters. In the event Buyer so notifies Seller of Buyer’s objection to any such matter, Seller may elect (but shall have no obligation whatsoever) to attempt to cure (by causing the same to be discharged or released from the Property) any such matters within thirty (30) days from receipt of such notice (the “Additional Title Cure Period”), in which event the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of thirty (30) days after receipt of such notice or ten (10) days after such matter is cured. Within five (5) business days after receiving Buyer’s notice, Seller shall notify Buyer if Seller intends to attempt to effectuate such cure (by causing the same to be discharged or released from the Property). In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure within the Additional Title Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Additional Title Cure Period, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Additional Title Cure Due Diligence Period, Buyer shall be deemed to have waived objection to approved any such title matter New Matter within five (5) days of Buyer’s discovery of such New Matter unless Buyer delivers to Seller within such time written notice of its objection thereto. Notwithstanding the foregoing, any New Matter that is the result of the activities of Buyer, shall be deemed approved by Buyer, and agreed Buyer shall have no right to accept title subject theretoobject to such New Matter. Seller may elect to use reasonable efforts to remove or cause the Title Company to bond, without reduction in insure or endorse over such New Matter within thirty (30) days from the Purchase Pricedate of receipt of notice from Buyer with respect to the New Matter (and the Closing Date shall be extended as necessary to accommodate such cure period). In the event that within such thirty (30) day period Seller (a) does not elect to remove or cause the Title Company to bond, insure or endorse over such New Matter, or (b) elects but fails to give remove or cause the Title Company to bond, insure or endorse over such notice of its intention to attempt to effectuate such cureNew Matter, Buyer’s sole rights with respect thereto shall be to terminate this Agreement then within two three (23) business days after the expiration of the such period, Buyer, as its sole and exclusive remedy hereunder for such failure, shall elect in writing either (A) to terminate this Agreement by written notice to Seller’s Title Notice Period, in which event case the Deposit, and all interest earned thereon, Initial Deposit or Deposit (as applicable) (less the Independent Consideration) shall be returned to Buyer, this Agreement shall be null and void and of no further force or effect and the parties hereto shall have no further obligations to the other (except for any obligations or liabilities that expressly survive termination of this Agreement), or (B) to waive the foregoing right of termination and all other rights and remedies on account of such New Matter and to close the transaction contemplated by this Agreement, without any reduction or abatement of the Purchase Price. If Buyer shall fail to timely make such election, then Buyer shall be deemed to have waived its objections to such disapproved New Matter.

New Matters. Subject If an additional exception to title (a “New Matter”) affecting the provisions of Sections 4.5 and 4.6 above, between the expiration of the Inspection Period and the date of Closing, no new survey or new title matter not approved or deemed approved by Property is first disclosed in writing to Buyer pursuant to this Section 4.7 shall have been first created subsequent to the date the Survey or first recorded subsequent to the effective date after delivery of the Title Commitment, unless the same is discharged or released at or prior to Closing; provided that if the matter is created by a tenant and the tenant is obligated to remove the same pursuant to the terms of its Lease, then so long as such matters are of an ascertainable amount and cost less then $50,000 in the aggregate to cure, Buyer shall nevertheless be obligated to proceed with the Closing. If any such new survey or title matters do arise after the expiration of the Inspection Period, Buyer shall have until the earlier of (a) the Closing Date, and (b) five (5) days following its first obtaining knowledge of such matter(s), to notify Seller in writing, specifying the objectionable matters. In the event Buyer so notifies Seller of Buyer’s objection to any such matter, Seller may elect (but shall have no obligation whatsoever) to attempt to cure (by causing the same to be discharged or released from the Property) any such matters within thirty (30) days from receipt of such notice (the “Additional Title Cure Period”), in which event the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of thirty (30) days after receipt of such notice or ten (10) days after such matter is cured. Within five (5) business days after receiving Buyer’s notice, Seller shall notify Buyer if Seller intends to attempt to effectuate such cure (by causing the same to be discharged or released from the Property). In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure within the Additional Title Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Additional Title Cure Period, in which event the Deposit, and all interest earned thereon, shall be returned Report to Buyer, provided that if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Additional Title Cure Period, Buyer shall be deemed to have waived objection to approved any such title matter New Matter on the later of the expiration of the Due Diligence period or five (5) days after Buyer’s receipt of written notice of such New Matter unless Buyer delivers to Seller within such time written notice of its objection thereto (and agreed the Closing Date shall be extended to accept title accommodate such notice period). Notwithstanding the foregoing, any New Matter that is the result of the activities of Buyer shall be deemed approved by Buyer and Buyer shall have no right to object to such New Matter. Seller may elect, within five (5) days from the date of receipt of notice of objection from Buyer with respect to the New Matter, to remove or release or cause Title Company to bond, insure or endorse over such New Matter (and the Closing Date shall be extended to accommodate such cure period to allow Seller to attempt to so remove, release, bond, insure or endorse over such New Matter). In the event that within such five (5) day period Seller (1) does not elect to remove or release or cause Title Company to bond, insure or endorse over such New Matter, or (2) elects but fails to remove or release or cause Title Company to bond, insure or endorse over such New Matter as of the Closing Date, then upon the expiration of such five (5) day period Buyer, as its sole and exclusive remedy hereunder for such failure, shall elect in writing either (a) to terminate this Agreement by written notice to Seller, in which case the Deposit (minus the Independent Consideration) shall be returned to Buyer and Buyer shall be entitled to reimbursement of Buyer’s Expenses in the event that Buyer is required to deliver Buyer Reports to Seller in accordance with the terms of Section 5C of this Agreement, this Agreement shall be null and void and of no further force or effect and the parties hereto shall have no further obligations to each other (except for any obligations or liabilities that expressly survive termination of this Agreement), or (b) to waive the foregoing right of termination and all other rights and remedies on account of such New Matter and to close the transaction contemplated by this Agreement subject theretoto such New Matter, without any reduction in or abatement of the Purchase Price. In the event Seller fails If Buyer shall fail to give make such notice of its intention to attempt to effectuate such cureelection, Buyer’s sole rights with respect thereto then Buyer shall be deemed to terminate this Agreement within two have made the election set forth in sub-clause (2b) business days after the expiration of the Seller’s Title Notice Period, in which event the Deposit, and all interest earned thereon, shall be returned to Buyerabove.

New Matters. Subject If an additional exception to title affecting the provisions of Sections 4.5 and 4.6 aboveProperty is first disclosed to Buyer after the Effective Date, between or is not reflected in the expiration of Title Report, or if the Inspection Period and the date of Closing, no new survey or new title Updated Survey reveals an additional matter that is not approved or deemed approved by Buyer pursuant to this Section 4.7 shall have been first created subsequent to the date reflected in the Survey (such additional exception or first recorded subsequent to the effective date of the Title Commitment, unless the same is discharged or released at or prior to Closing; provided that if the additional matter is created by being a tenant and the tenant is obligated to remove the same pursuant to the terms of its Lease, then so long as such matters are of an ascertainable amount and cost less then $50,000 in the aggregate to cure, Buyer shall nevertheless be obligated to proceed with the Closing. If any such new survey or title matters do arise after the expiration of the Inspection Period, Buyer shall have until the earlier of (a) the Closing Date, and (b) five (5) days following its first obtaining knowledge of such matter(s), to notify Seller in writing, specifying the objectionable matters. In the event Buyer so notifies Seller of Buyer’s objection to any such matter, Seller may elect (but shall have no obligation whatsoever) to attempt to cure (by causing the same to be discharged or released from the Property) any such matters within thirty (30) days from receipt of such notice (the “Additional Title Cure PeriodNew Matter”), in which event the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of thirty (30) days after receipt of such notice or ten (10) days after such matter is cured. Within five (5) business days after receiving Buyer’s notice, Seller shall notify Buyer if Seller intends to attempt to effectuate such cure (by causing the same to be discharged or released from the Property). In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure within the Additional Title Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Additional Title Cure Period, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Additional Title Cure Period, Buyer shall be deemed to have waived objection to approved any such title matter New Matter within five (5) business days of Buyer's receipt of written notice of such New Matter unless Buyer delivers to Seller within such time written notice of its objection thereto (and agreed the Closing Date shall be extended to accept title subject theretoaccommodate such notice period). Notwithstanding the foregoing, without reduction in any New Matter that is the Purchase Priceresult of the activities of Buyer shall be deemed approved by Buyer and Buyer shall have no right to object to such New Matter. Seller may elect, within five (5) days from the date of receipt of notice of objection from Buyer with respect to the New Matter, to use commercially reasonable efforts to remove or release or cause the Title Company to bond, insure or endorse over such New Matter (and the Closing Date shall be extended by up to ten (10) business days to allow Seller to attempt to so remove, release, bond, insure or endorse over such New Matter). In the event that (1) within such five (5) day period Seller does not elect to remove or release or cause the Title Company to bond, insure or endorse over such New Matter, or (2) elects but fails to give remove or release or cause the Title Company to bond, insure or endorse over such notice New Matter as of the Closing Date, then Buyer, as its intention to attempt to effectuate sole and exclusive remedy hereunder for such curefailure, Buyer’s sole rights with respect thereto shall be elect in writing either (a) to terminate this Agreement within two (2) business days after the expiration of the by written notice to Seller’s Title Notice Period, in which event case the Deposit, and all interest earned thereon, Deposit (minus the Independent Consideration) shall be returned to Buyer, this Agreement shall be null and void and of no further force or effect and the parties hereto shall have no further obligations to the other (except for any obligations or liabilities that expressly survive termination of this Agreement), or (b) to waive the foregoing right of termination and all other rights and remedies on account of such New Matter and to close the transaction contemplated by this Agreement, without any reduction or abatement of the Purchase Price. If Buyer shall fail to make such election, then Buyer shall be deemed to have made the election set forth in subclause (b) above.

New Matters. Subject If, after the Contingency Date, there shall come to exist or if Seller or Buyer shall then learn, discover or become aware of the disposal or discharge after the end of the Due Diligence Period on the Property of any hazardous or toxic materials or wastes (as such terms are defined under federal, State or local law) or of any new, changed, or additional item, matter, fact or circumstance affecting title to the provisions Property or rendering a representation and/or warranty by Seller hereunder untrue (collectively, "New Matter"), then the party who has learned, discovered, or become aware of Sections 4.5 and 4.6 above, between the expiration of the Inspection Period and the date of Closing, no new survey or new title matter not approved or deemed approved by Buyer pursuant to this Section 4.7 such New Matter shall have been first created subsequent promptly give written notice to the date the Survey or first recorded subsequent to the effective date other of the Title Commitment, unless the same is discharged or released at or prior to Closing; provided that if the matter is created by a tenant and the tenant is obligated to remove the same pursuant to the terms of its Lease, then so long as such matters are of an ascertainable amount and cost less then $50,000 in the aggregate to cure, Buyer shall nevertheless be obligated to proceed with the Closingsame. If any such new survey or title matters do arise after the expiration of the Inspection Period, Buyer shall have until the earlier of two (a) the Closing Date, and (b) five (5) days following its first obtaining knowledge of such matter(s), to notify Seller in writing, specifying the objectionable matters. In the event Buyer so notifies Seller of Buyer’s objection to any such matter, Seller may elect (but shall have no obligation whatsoever) to attempt to cure (by causing the same to be discharged or released from the Property) any such matters within thirty (30) days from receipt of such notice (the “Additional Title Cure Period”), in which event the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of thirty (30) days after receipt of such notice or ten (10) days after such matter is cured. Within five (52) business days after receiving (a) receipt of notice from Seller, or (b) delivery of Buyer’s notice's notice to Seller, Seller shall notify Buyer if Seller intends of a New Matter within which to attempt disapprove such New Matter by delivering written notice to effectuate such cure (by causing the same Seller. Buyer's failure to be discharged or released from the Property). In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure within the Additional Title Cure Period, Buyer’s sole rights with respect thereto timely disapprove any New Matter shall be deemed to terminate constitute Buyer's approval thereof. If Buyer disapproves or is deemed to disapprove a New Matter in accordance with this Agreement Section 7.7, then within two (2) business days after thereafter, Seller shall have the expiration right to either (i) accept Buyer's disapproval by delivering written notice thereof to Buyer (or failing to provide timely written notice of item (ii) below), whereupon this Agreement shall terminate, the Deposit shall be promptly refunded by Escrow Holder to Buyer and neither party shall have any further rights or obligations hereunder, except to the extent that such matters expressly survive the termination of this Agreement, or (ii) notify Buyer that it has elected to extend the Close of Escrow for a period of up to thirty (30) days within which Seller may pursue cure of the Additional Title Cure Period, in which event the Deposit, and all interest earned thereon, shall be returned New Matter by delivering written notice thereof to Buyer, provided that if Buyer . If Seller exercises its right to delay the Close of Escrow and does not so terminate cure the New Matter by the delayed Closing Date, then a condition precedent to Buyer's obligations under this Agreement within two (2) business days after the expiration of the Additional Title Cure Period, Buyer shall be deemed to have waived objection failed, Seller shall not be deemed to any such title matter have defaulted under this Agreement, and agreed to accept title subject thereto, without reduction in the Purchase Price. In the event Seller fails to give such notice of its intention to attempt to effectuate such cure, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two shall terminate as described above in subsection (2) business days after the expiration of the Seller’s Title Notice Period, in which event the Deposit, and all interest earned thereon, shall be returned to Buyeri).

New Matters. Subject If any supplemental title report or update to the provisions of Sections 4.5 and 4.6 above, Title Commitment shows that an adverse matter has been recorded against the Property between the expiration of the Inspection Period and the date of Closing, no new survey or new title matter the applicable Title Commitment and the Closing Date that was not approved or deemed approved by Buyer pursuant to this Section 4.7 shall have been first created subsequent to the date the Survey or first recorded subsequent to the effective date of contained in the Title Commitment, unless the same is discharged or released at or prior to Closing; provided that if the matter is created by Commitment (each a tenant and the tenant is obligated to remove the same pursuant to the terms of its Lease, then so long as such matters are of an ascertainable amount and cost less then $50,000 in the aggregate to cure, Buyer shall nevertheless be obligated to proceed with the Closing. If any such new survey or title matters do arise after the expiration of the Inspection Period, Buyer shall have until the earlier of (a) the Closing Date, and (b) five (5) days following its first obtaining knowledge of such matter(s), to notify Seller in writing, specifying the objectionable matters. In the event Buyer so notifies Seller of Buyer’s objection to any such matter, Seller may elect (but shall have no obligation whatsoever) to attempt to cure (by causing the same to be discharged or released from the Property) any such matters within thirty (30) days from receipt of such notice (the “Additional Title Cure PeriodNew Matter”), in which event then Purchaser will have the Closing, if it otherwise is scheduled right to occur earlier, shall be extended until identify the earlier of thirty (30) days after receipt of such notice or ten (10) days after such matter is cured. Within New Matter as a Title Objection by delivering to Sellers an updated Objection Letter within five (5) business days after receiving BuyerPurchaser receives the supplemental title report or update to the Title Commitment. If Purchaser fails to deliver to Sellers a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Matter, and the New Matter will be included as a Permitted Exception. If Purchaser delivers an Objection Letter to Sellers with respect to any New Matter, then Sellers will have five (5) business days from the receipt of Purchaser’s noticenotice (and, Seller shall notify Buyer if Seller intends necessary, Sellers may extend the Closing Date to attempt to effectuate provide for such cure five (by causing the same 5) business day period and for five (5) business days following such period for Purchaser’s response), within which time Sellers may, but are under no obligation to, remove or cause to be discharged or released from insured over the Property)objectionable New Matter. In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure If, within the Additional Title Cure Periodfive (5) business day period, Buyer’s sole rights with respect thereto shall Sellers do not remove or cause to be removed or cause to terminate this Agreement be insured over the objectionable New Matter, then Purchaser may elect within two five (25) business days after the expiration of the Additional Title Cure Periodsuch period to either (i) terminate this Agreement upon notice to Sellers, or (ii) waive any New Matter that Seller has elected not to remove or cause to be insured over and proceed to Closing, in which event the Deposit, and such waived New Matter will be included as a Permitted Exception for all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not so terminate purposes under this Agreement within two (2) business days after the expiration of the Additional Title Cure Period, Buyer shall be deemed to have waived objection to any such title matter and agreed to accept title subject thereto, without reduction in the Purchase PriceAgreement. In the event Seller If Purchaser fails to give such notice of its intention to attempt to effectuate such cure, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two pursuant to the above provision, the New Matter (2except those Sellers has removed or caused to be insured over) business days after will be included as Permitted Exceptions. If Purchaser elects to terminate this Agreement pursuant to the expiration of above provision, then the Seller’s Title Notice Period, in which event the Deposit, and all interest earned thereon, shall Deposit will be returned to BuyerPurchaser, Sellers will pay to Purchaser all of Purchaser’s Costs (defined in Section 12.2) that have accrued after the date of the applicable Title Commitment and the parties shall be released from all further obligations under this Agreement (except those that expressly survive termination of this Agreement). Notwithstanding anything in this Agreement to the contrary, if Sellers fail to timely cure a New Matter that Sellers agreed to remove or cause to be insured over, then such failure shall constitute a default by Sellers under this Agreement, and the default provisions of Section 12.2 shall apply.

New Matters. Subject If an additional exception to title affecting the provisions of Sections 4.5 and 4.6 aboveProperty is first disclosed to Buyer after the Effective Date, between or is not reflected in the expiration of Title Report, or if the Inspection Period and the date of Closing, no new survey or new title Updated 5 Survey reveals an additional matter that is not approved or deemed approved by Buyer pursuant to this Section 4.7 shall have been first created subsequent to the date reflected in the Survey (such additional exception or first recorded subsequent to the effective date of the Title Commitment, unless the same is discharged or released at or prior to Closing; provided that if the additional matter is created by being a tenant and the tenant is obligated to remove the same pursuant to the terms of its Lease, then so long as such matters are of an ascertainable amount and cost less then $50,000 in the aggregate to cure, Buyer shall nevertheless be obligated to proceed with the Closing. If any such new survey or title matters do arise after the expiration of the Inspection Period, Buyer shall have until the earlier of (a) the Closing Date, and (b) five (5) days following its first obtaining knowledge of such matter(s), to notify Seller in writing, specifying the objectionable matters. In the event Buyer so notifies Seller of Buyer’s objection to any such matter, Seller may elect (but shall have no obligation whatsoever) to attempt to cure (by causing the same to be discharged or released from the Property) any such matters within thirty (30) days from receipt of such notice (the “Additional Title Cure PeriodNew Matter”), in which event the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of thirty (30) days after receipt of such notice or ten (10) days after such matter is cured. Within five (5) business days after receiving Buyer’s notice, Seller shall notify Buyer if Seller intends to attempt to effectuate such cure (by causing the same to be discharged or released from the Property). In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure within the Additional Title Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Additional Title Cure Period, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided that if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Additional Title Cure Period, Buyer shall be deemed to have waived objection to approved any such title matter New Matter within five (5) business days of Buyer's receipt of written notice of such New Matter unless Buyer delivers to Seller within such time written notice of its objection thereto (and agreed the Closing Date shall be extended to accept title subject theretoaccommodate such notice period). Notwithstanding the foregoing, without reduction in any New Matter that is the Purchase Priceresult of the activities of Buyer shall be deemed approved by Buyer and Buyer shall have no right to object to such New Matter. Seller may elect, within five (5) days from the date of receipt of notice of objection from Buyer with respect to the New Matter, to use commercially reasonable efforts to remove or release or cause the Title Company to bond, insure or endorse over such New Matter (and the Closing Date shall be extended by up to ten (10) business days to allow Seller to attempt to so remove, release, bond, insure or endorse over such New Matter). In the event that (1) within such five (5) day period Seller does not elect to remove or release or cause the Title Company to bond, insure or endorse over such New Matter, or (2) elects but fails to give remove or release or cause the Title Company to bond, insure or endorse over such notice New Matter as of the Closing Date, then Buyer, as its intention to attempt to effectuate sole and exclusive remedy hereunder for such curefailure, Buyer’s sole rights with respect thereto shall be elect in writing either (a) to terminate this Agreement within two (2) business days after the expiration of the by written notice to Seller’s Title Notice Period, in which event case the Deposit, and all interest earned thereon, Deposit (minus the Independent Consideration) shall be returned to Buyer., this Agreement shall be null and void and of no further force or effect and the parties hereto shall have no further obligations to the other (except for any obligations or liabilities that expressly survive termination of this Agreement), or (b) to waive the foregoing right of termination and all other rights and remedies on account of such New Matter and to close the transaction contemplated by this Agreement, without any reduction or abatement of the Purchase Price. If Buyer shall fail to make such election, then Buyer shall be deemed to have made the election set forth in subclause (b) above. D.