Permitted/Unpermitted Exceptions Clause Samples
The Permitted/Unpermitted Exceptions clause defines specific circumstances under which certain actions or deviations from the main agreement are either allowed (permitted) or explicitly prohibited (unpermitted). In practice, this clause lists exceptions to general rules, such as allowing a party to disclose confidential information in response to a legal requirement (permitted), or forbidding the use of intellectual property outside the scope of the agreement (unpermitted). Its core function is to clarify the boundaries of acceptable conduct, reducing ambiguity and helping both parties understand which actions are exempt from standard restrictions and which are strictly off-limits.
Permitted/Unpermitted Exceptions. Buyer shall have the right, up until on or before seven (7) days before the end of the Contingency Period, to object in writing (“Buyer’s Exception Notice”) to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitment or Survey (herein collectively called “Liens”). Unless Buyer shall timely object to the Liens, such Liens shall be deemed to constitute additional Permitted Exceptions. Any exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” If, on or before two (2) Business Days before the end of the Contingency Period, Seller fails to cause or covenant to Buyer in writing to remove or endorse over any Title Objections prior to the Closing in a manner satisfactory to Buyer in its sole and absolute discretion (Seller having no obligation to agree to cure or correct any such Title Objections), Buyer may elect, prior to the expiration of the Contingency Period to either (a) terminate this Agreement by giving written notice to Seller and Escrow Holder or by failing to deliver the Approval Notice in accordance with Section 4, in either of which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Buyer shall have the right to amend Buyer’s Exception Notice (“Buyer’s Amended Exception Notice”) to object to any title matters that are not Permitted Exceptions which are disclosed in any supplemental reports or updates to the Title Commitment or Survey delivered to Buyer after the end of the Contingency Period (which title matters were not reflected in the Title Commitment or Survey provided to Buyer prior to the end of the Contingency Period) provided that Buyer objects to the same within five (5) days after Buyer’s receipt of the applicable supplemental reports or updates to the Title Commitment or Survey but in no event after Closing. If Seller fails to take the action requested by Buyer in Buyer’s Amended Exception Notice, Buyer may elect prior to Closing to proceed under either clause (a) or (b) of the sentence which precedes the immediately preceding sentence. Notwithstanding anything...
Permitted/Unpermitted Exceptions. On or before the end of the Contingency Period, Buyer shall provide Seller with written notice ("BUYER'S EXCEPTION NOTICE") setting forth a list of the matters set forth or disclosed in the Title Commitment, Survey and/or Searches that are acceptable to Buyer (herein referred to, together with the Closing Lease, as "PERMITTED EXCEPTIONS") and a list of such matters that are unacceptable to Buyer (herein referred to as "UNPERMITTED EXCEPTIONS"); provided however, that each financial encumbrance such as a mortgage, deed of trust, or other debt security, attachment, judgment, lien for delinquent real estate taxes and delinquent assessments, mechanic's or materialmen's lien, and each other lien or encumbrance of a definite or ascertainable amount which may be removed by the payment of money and which is outstanding against the Property, or any part thereof, that is revealed or disclosed by the Title Commitment and/or the Searches (herein such matters are referred to as "FINANCIAL ENCUMBRANCES") shall automatically, and without any requirement for Buyer to provide notice thereof to Seller, be deemed an