Common use of Notice of Objections Clause in Contracts

Notice of Objections. Within thirty (30) days of Xxxxx's receipt from the Title Company of a Title Commitment for any of the parcels of Real Property, Buyer shall deliver to Seller a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed in the same, along with Xxxxx's written notice to Seller of any of the exceptions to title set forth on Schedule B of such Title Commitment to which Buyer objects (such written notice of Buyer being referred to as the “Objection Notice”) provided such exceptions (a) are not Permitted Liens, (b) pertain to the Buyer or any requirements, conditions or obligations of the Buyer, and (c) are not standard Title Company exceptions (such as the “survey” exception) (such exceptions objected to in the Objection Notice, provided the same are not as described in (a) through and including (c) aforesaid, being referred to as the “Title Objection Items”). Any Objection Notice shall include a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed in the same. In the event that Buyer provides the Seller with an Objection Notice, the Seller shall have all of the Title Objection Items cured, satisfied or released of record (individually, “Cure” and collectively, “Cured”) prior to or as of the Closing. At or prior to the Closing, the Seller shall deliver written evidence to Buyer, in form and substance reasonably satisfactory to Buyer, evidencing that Seller has Cured all such Title Objection Items. In the event that Seller is unable to Cure any Title Objection Item per this Section 6.02(a), Seller or Municipality shall indemnify Buyer for such inability per the terms of Article VIII hereof. For avoidance of doubt, Xxxxx acknowledges that no item listed in clauses (a) through and including (c) aforesaid, may be objected to by Xxxxx as a Title Objection Item.

Notice of Objections. Within thirty forty five (3045) days of Xxxxx's Buyer’s receipt from the Title Company of a Title Commitment for any Seller (or the Abstractor) of the parcels of Real Propertyinformation described in 6.05(a), Buyer shall deliver to Seller a truenotice identifying the Liens, correct restrictions and complete copy limitations on the Easements that, in Buyer’s reasonable opinion, could materially and adversely restrict or prevent the use of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed Easements in the same, along with Xxxxx's written notice to Seller of any operation of the exceptions to title set forth on Schedule B of such Title Commitment to which Buyer objects System, (such written notice of Buyer being referred to as the an “Easement Objection Notice”) provided such exceptions ). Buyer shall not be permitted to include in its Easement Objection Notice any Liens, restrictions and limitations that: (a) are not Permitted Liens, (b) pertain to the Buyer or any requirements, conditions or obligations of the Buyer, and or (c) are not standard Title Company exceptions matters of record and set forth in the Abstractor’s search results that do not, in Buyer’s reasonable opinion, materially and adversely restrict or prevent the use of the Easements in the operation of the System (such as specifically including mortgages or other instruments securing indebtedness incurred by the “survey” exceptionowner of the land burdened by the Easement) (such exceptions objected to in the Objection Notice, provided the same are not as described in (a) through and including (c) aforesaid, being referred to as the “Title Easement Objection Items”). Any Objection Notice shall include a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed in the same. In the event that .” If Buyer provides the Seller with an Easement Objection Notice, the Seller shall use its commercially reasonable efforts to have all of the Title Easement Objection Items curedCured, satisfied or released of record (individually, “Cure” and collectively, “Cured”) prior to or as of the Closing. At or prior to the Closing, the Seller shall deliver written evidence to Buyer, in form and substance reasonably satisfactory to Buyer, evidencing that Seller has Cured all such Title objections identified in the Easement Objection ItemsNotice. In the event that Seller is unable to Cure any Title such Objection Item per this Section 6.02(a6.05(b), Seller or Municipality shall: (i) grant Buyer a license per Section 6.05(d); and (ii) Seller’s obligation to assign such Easements to Buyer per Section 2.01(a) shall indemnify Buyer for such inability per the terms of Article VIII hereof. For avoidance of doubt, Xxxxx acknowledges that no item listed in clauses (a) through and including (c) aforesaid, may be objected to by Xxxxx as a Title Objection Itemsurvive Closing.

Notice of Objections. Within (a) If Buyer fails to notify Seller in writing within the Due Diligence Period of either (i) any objections that Buyer has to the matters set forth in paragraphs (a) through (f) of Section 9.1, or (ii) Buyer’s approval and/or waiver of the matters set forth in paragraphs (a) through (f) of Section 9.1, then Buyer will be deemed to have (A) disapproved matters referred to therein or otherwise deemed relevant to Buyer in respect of the Property, and (B) elected to terminate this Agreement, in which event the Deposit and all interest accrued thereon (less the Independent Consideration) will promptly be returned to the Buyer, and neither the Buyer nor Seller will have any further obligations or liabilities in connection with this Agreement. (b) If Buyer notifies Seller in writing of any objections to the condition of the Property or any other matters relating to the Property as referred to in Subparagraph (a) through (f) of Section 9.1 within the Due Diligence Period (as opposed to Buyer simply giving Seller notice of Buyer’s election to terminate this Agreement due to Buyer’s disapproval of the Property or matters pertaining thereto), the parties will have ten (10) business days to agree upon a resolution of the objection(s). If the parties cannot agree within the ten (10) business day period, then Buyer shall have the right, at Buyer’s sole option, to either (i) accept the objectionable matter by written notice delivered to Seller within three (3) business days after expiration of such ten (10) business day period, in which event the Closing shall occur on the later of the Closing Date or the date which is ten (10) business days after expiration of the previous ten (10) business day period, or (ii) terminate this Agreement by written notice to Seller given within three (3) business days after the expiration of the ten (10) business day period and Buyer, as its sole remedy, will be entitled to the return of the Deposit and any interest accrued thereon less the Independent Consideration. If Buyer fails to timely give notice pursuant to clause (i) or (ii) of this subparagraph (b), then Buyer shall be deemed to have elected clause (ii). (c) However, if Buyer gives Seller notice of its election to terminate this Agreement pursuant to clause (ii) of Section 9.3(b), Seller may elect, by written notice to Buyer and to Escrow Holder within three (3) business days following Seller’s receipt of Buyer’s notice, to correct the objectionable matter prior to the Close of Escrow, which correction shall be satisfactory to Buyer in its sole discretion. If Seller elects to correct the objectionable matter, Seller will be entitled to extend the Close of Escrow for not more than thirty (30) days of Xxxxx's receipt from in order to correct the Title Company of a Title Commitment for any of objectionable matter and, in such event, this Agreement will not terminate. If Seller fails to correct the parcels of Real Propertyobjectionable matter by the Closing Date, as extended, Buyer shall deliver have the right, at Buyer’s sole option, to either (i) accept the objectionable matter by written notice delivered to Seller a truewithin three (3) business days after expiration of such thirty (30) day period, correct and complete copy in which event the Closing shall occur within ten (10) business days after expiration of the Title Commitment and truesuch thirty (30) day period, correct, complete and legible copies of any and all exception documents listed in the same, along with Xxxxx's or (ii) terminate this Agreement by written notice to Seller of any of the exceptions to title set forth on Schedule B within three (3) business days after expiration of such Title Commitment thirty (30) day period and, as Buyer’s sole remedy, receive a refund of its Deposit and any interest accrued thereon less the Independent Consideration. If Buyer fails to which Buyer objects timely give notice pursuant to clause (such written notice i) or (ii) of Buyer being referred to as the “Objection Notice”) provided such exceptions (a) are not Permitted Liens, (b) pertain to the Buyer or any requirements, conditions or obligations of the Buyer, and this subparagraph (c) are not standard Title Company exceptions (such as the “survey” exception) (such exceptions objected to in the Objection Notice, provided the same are not as described in (a) through and including (c) aforesaid, being referred to as the “Title Objection Items”). Any Objection Notice shall include a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed in the same. In the event that Buyer provides the Seller with an Objection Notice, the Seller shall have all of the Title Objection Items cured, satisfied or released of record (individually, “Cure” and collectively, “Cured”) prior to or as of the Closing. At or prior to the Closing, the Seller shall deliver written evidence to Buyer, in form and substance reasonably satisfactory to Buyer, evidencing that Seller has Cured all such Title Objection Items. In the event that Seller is unable to Cure any Title Objection Item per this Section 6.02(a), Seller or Municipality then Buyer shall indemnify Buyer for such inability per the terms of Article VIII hereof. For avoidance of doubt, Xxxxx acknowledges that no item listed in clauses be deemed to have elected clause (a) through and including (c) aforesaid, may be objected to by Xxxxx as a Title Objection Itemii).

Notice of Objections. Within thirty (30) days During the Environmental Due Diligence Period, Buyer may notify Seller in writing of Xxxxx's receipt from the Title Company of a Title Commitment for any objections relating to any aspects of the parcels of Real PropertySubject Assets relating to one or more Branches (the "Affected Branches") pertaining to physical condition, Buyer shall deliver to Seller a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies presence of any and Hazardous Substances, compliance with all exception documents listed applicable Environmental Laws, any matters disclosed in the samePhase I's or Asbestos Surveys, along with Xxxxx's written notice to any matters disclosed by Seller of any of the exceptions to title set forth on Schedule B of such Title Commitment to or about which Buyer objects (such written notice of Buyer being referred to as the “Objection Notice”) Seller provided such exceptions (a) are not Permitted Liensrepresentations or warranties in this Section 4.4, (b) pertain to the Buyer or any requirements, conditions or obligations of the Buyer, and matters disclosed in any Environmental Assessments. (cA) are not standard Title Company exceptions (such as the “survey” exception) (such exceptions objected to in the Objection Notice, provided the same are not as described in (a) through and including (c) aforesaid, being referred to as the “Title Objection Items”). Any Objection Notice shall include a true, correct and complete copy of the Title Commitment and true, correct, complete and legible copies of any and all exception documents listed in the same. In the event that Buyer provides fails to so notify Seller of any such objections, Buyer shall be deemed to have approved such items. (B) In the event, however, that Buyer notifies Seller in writing and within the Environmental Due Diligence Period of any such objections, the parties will have a period of ten (10) Business Days to agree upon a resolution of the objection(s). If the parties cannot agree within such period of ten (10) Business Days, then within five (5) Business Days after the expiration of such period either party may initiate a proceeding to resolve such objections pursuant to the procedures set forth in Section 9.4 of this Agreement; provided, however, that within such five (5) Business Days the Seller in its sole discretion may, in a case where Buyer has notified Seller of objections with an Objection Noticerespect to Branch Real Estate or Improvements, elect to remove the Seller shall have all of the Title Objection Items cured, satisfied or released of record (individually, “Cure” Branch Real Estate and collectively, “Cured”) prior to or as of the Closing. At or prior Improvements relating to the Closing, Affected Branches from the Seller shall deliver written evidence Assets to be sold and transferred to Buyer, in form which event (I) the consideration payable under Article 3 shall automatically be adjusted accordingly and substance reasonably satisfactory (II) commencing on the Closing Date Buyer shall lease the Branch Real Estate and Improvements relating to Buyerthe Affected Branches from Seller for a period of at least six (6) months, evidencing at a rental rate and on terms to be agreed upon by Buyer and Seller, which rate and terms shall be commercially reasonable and comparable to those for similar properties in the vicinities of the Affected Branches, and provided, further, that if Buyer and Seller has Cured all do not agree upon the rental rate or one or more such Title Objection Itemsterms within an additional ten (10) Business Days after expiration of the five (5) Business Days referred to above, then the determination of such rate and/or term(s) shall be immediately submitted to arbitration pursuant to the procedures set forth in Section 9.4 of this Agreement. In a case where Buyer has notified Seller of objections with respect to Leased Real Estate or Leasehold Improvements, then if neither party has initiated a proceeding to resolve such objections pursuant to the event that procedures set forth in Section 9.4 of this Agreement within the five (5) Business Days referred to in the immediately preceding sentence, then the Seller in its sole discretion may elect to exercise its right under the final paragraph of Section 7.2 to exclude the Affected Branch from the Closing. (C) If this Agreement is unable not amended or otherwise modified pursuant to Cure any Title Objection Item per this the provisions of the foregoing Section 6.02(a4.4(d) (iii) (B), Seller or Municipality Buyer shall indemnify Buyer for such inability per the terms of Article VIII hereof. For avoidance of doubt, Xxxxx acknowledges that no item listed be deemed to have waived its objections and this Agreement will continue in clauses (a) through full force and including (c) aforesaid, may be objected to by Xxxxx as a Title Objection Itemeffect.