Common use of Seller’s Response Notices Clause in Contracts

Seller’s Response Notices. Seller shall be obligated to cure and remove (or procure title insurance over) all of the following classes of New Defects and Disclosed Exceptions (“Mandatory Cure Items”), if any: (a) the liens of any mortgage, trust deed or deed of trust evidencing an indebtedness owed by Seller; (b) tax liens for delinquent ad valorem real estate taxes; (c) mechanics liens pursuant to a written agreement either between (x) the claimant (the “Contract Claimant”) and Seller or its employees, officers or managing agents (the “Seller Parties”) or (y) the Contract Claimant and any other contractor, materialman or supplier with which Seller or the Seller Parties have a written agreement; and (d) broker’s liens pursuant to a written agreement between the broker and Seller or any Seller Parties. Seller may elect, in its sole discretion, to cure and remove any Disclosed Exception or New Defect identified by Purchaser in a Defect Notice by delivering written notice to Purchaser (a “Seller’s Response Notice”), indicating that Seller has elected to cure and remove any such matters (any such matters that Seller elects to cure and remove, “Seller Cure Items”) not later than the Closing. Seller shall have until Closing to cure and remove (or procure title insurance over) any Seller Cure Items, and, Seller may delay Closing by up to ten (10) business days in order to cure and remove (or procure title insurance over) any such Seller Cure Items. If Seller fails to provide a Seller’s Response Notice, Seller shall be deemed to have delivered a Seller’s Response Notice electing not to cure and remove any New Defects or Disclosed Exceptions identified by Purchaser in the applicable Defect Notice. If Seller elects (or is deemed to elect) not to cure and remove any Disclosed Exceptions or New Defects, Purchaser may elect, in its sole discretion and as its sole remedy hereunder, at law or in equity, by delivery of written notice to Seller not later than the first to occur of (a) the date that is five (5) business days after Purchaser’s receipt (or deemed receipt) of a Seller’s Response Notice; or (b) Closing, to either (1) proceed to Closing and accept title to the Land and the Improvements, subject to those Disclosed Exceptions or New Defects, as the case may be, that Seller has refused (or is deemed to have refused) to cure or remove, without deduction or offset against the Purchase Price or (2) terminate this Agreement, in which event the Deposit shall be returned to Purchaser and neither party shall have any further liabilities or obligations pursuant to this Agreement except those liabilities or obligations that expressly survive termination of this Agreement. If Purchaser fails to timely notify Seller of its election pursuant to the preceding sentence, Purchaser shall be deemed to have elected alternative (1).

Seller’s Response Notices. Seller Notwithstanding anything to the contrary, Sellers shall be obligated to cure and remove at their sole cost and expense (or procure title insurance reasonably acceptable to Buyer over) all of the following classes of New Defects matters whether or not disclosed in any Title Commitment or Updated Survey, and Disclosed Exceptions whether or not objected to by Buyer in a Defect Notice (“Mandatory Cure Items”), if any: ): (a) the liens of any mortgage, trust deed or deed, deed of trust or other similar document relating to any of the foregoing evidencing an indebtedness owed by Seller; any Seller and any other monetary liens voluntarily placed of record against all or any portion of the Property by or through the express written agreements of any of the Sellers, (b) tax liens for delinquent ad valorem real estate taxes; taxes or assessments, (c) mechanics any mechanics’ liens pursuant to or materialmens’ liens or similar liens arising from any services, labor, work or improvements at the Property (excluding liens arising from Buyer’s due diligence reviews or inspections hereunder) based on the express written agreements of Sellers or their agents acting on a written agreement either between (x) the claimant (the “Contract Claimant”) and Seller or its employeesSeller’s behalf, officers or managing agents (the “Seller Parties”) or (y) the Contract Claimant and any other contractor, materialman or supplier with which Seller or the Seller Parties have a written agreement; and (d) broker’s any judgment or income tax liens pursuant against any Seller; provided, however, and notwithstanding anything contained herein to the contrary, Sellers shall not be obligated to cure or remove any Mandatory Cure Items described in clause (d) of this sentence that (A) secure a written agreement between monetary obligation of greater than $250,000.00 in the broker aggregate and Seller or (B) Sellers dispute in good faith. In no event shall any Seller PartiesMandatory Cure Items be deemed to be a Permitted Exception. Seller Sellers may elect, in its their sole discretion, to cure and remove any other Disclosed Exception or New Defect identified by Purchaser Buyer in a Defect Notice. Within two (2) business days following Buyer’s delivery of a Defect Notice by delivering (the “Sellers’ Response Notice Deadline”), Sellers may deliver a written notice to Purchaser Buyer (a “Seller’s Sellers’ Response Notice”), indicating that Seller has whether or not Sellers have elected to cure and remove any such matters (any such matters that Seller Sellers elects to cure and remove, “Seller Cure Items”) not later than the Closing). Seller Sellers shall have until Closing to cure and remove (or procure title insurance reasonably acceptable to Buyer over) any Seller Cure ItemsItems and Mandatory Cure Items and Sellers may, andby written notice to Buyer prior to the Closing Date, Seller may delay the Closing by up to ten (10) business days a date not later than April 19, 2017, in order to cure and remove (or procure title insurance reasonably acceptable to Buyer over) any such Seller Cure Items and Mandatory Cure Items. Except as expressly provided herein, any such cure and removal shall not delay Closing. If Seller fails Sellers fail to provide a Seller’s Sellers’ Response NoticeNotice prior to the Sellers’ Response Notice Deadline, Seller Sellers shall be deemed to have delivered a Seller’s Sellers’ Response Notice electing not to cure and remove any New Defects or Disclosed Exceptions identified by Purchaser Buyer in the applicable Defect NoticeNotice (other than any Mandatory Cure Items). If Seller elects Sellers elect (or is are deemed to elect) not to cure and remove any Disclosed Exceptions or New DefectsDefects (other than any Mandatory Cure Items), Purchaser Buyer may elect, in its sole discretion and as its sole remedy hereunder, at law or in equity, by delivery of written notice to Seller Sellers not later than the first to occur of (a) the date that is five two (52) business days after PurchaserBuyer’s receipt (or deemed receipt) of a Seller’s Sellers’ Response Notice; or (b) Closingthe Closing Date, to either (1i) proceed to Closing and accept title to the Land and the Improvements, subject to those Disclosed Exceptions or New Defects, as the case may be, that Seller has Sellers have refused (or is are deemed to have refused) to cure or removeremove (in which event, all such exceptions to title shall be deemed Permitted Exceptions), without deduction or offset against the Purchase Price or (2ii) terminate this Agreement, in which event the Deposit shall be returned to Purchaser Buyer and neither no party shall have any further liabilities or obligations pursuant to this Agreement except those liabilities or obligations that expressly survive termination of this Agreement. If Purchaser Buyer fails to timely notify Seller Sellers of its election pursuant to the preceding sentence, Purchaser Buyer shall be deemed to have elected alternative (1i).

Seller’s Response Notices. Seller shall be obligated to cure and remove (or procure title insurance overover on terms reasonably acceptable to Purchaser) all of the following classes of New Defects and Disclosed Exceptions (“Mandatory Cure Items”), if any: (ai) the liens of any mortgage, trust deed or deed of trust evidencing an indebtedness owed by Seller; (bii) tax liens for delinquent ad valorem real estate taxes; (ciii) mechanics liens pursuant to a written agreement either between (x) the claimant (the “Contract Claimant”) and Seller or its employees, officers or managing agents (the “Seller Parties”) or (y) the Contract Claimant and any other contractor, materialman or supplier with which Seller or the Seller Parties have a written agreement; and (div) broker’s liens pursuant to a written agreement between the broker and Seller or any Seller Parties. Seller may elect, in its sole discretion, to cure and remove any Disclosed Exception or New Defect identified by Purchaser in a Defect Notice by delivering written notice to Purchaser (a “Seller’s Response Notice”), ) indicating that Seller has elected to cure and remove any such matters (any such matters that Seller elects to cure and remove, “Seller Cure Items”) not later than the Closing. Seller shall have until Closing to cure and remove (or procure title insurance over) any Seller Cure Items, and, Seller may delay Closing by up to ten (10) business days in order to cure and remove (or procure title insurance over) any such Seller Cure Items. If Seller fails to provide a Seller’s Response Notice, Seller shall be deemed to have delivered a Seller’s Response Notice electing not to cure and remove any New Defects or Disclosed Exceptions identified by Purchaser in the applicable Defect Notice. If Seller elects (or is deemed to elect) not to cure and remove any Disclosed Exceptions or New Defects, Purchaser may elect, in its sole discretion and as its sole remedy hereunder, at law or in equity, by delivery of written notice to Seller not later than the first sooner to occur of (ai) the date that is five (5) business days after PurchaserSeller’s receipt (or deemed receipt) of a Seller’s Response the applicable Defect Notice; or (b) Closing, to either (1) proceed to Closing and accept title to the Land and the Improvements, subject to those Disclosed Exceptions or New Defects, as the case may be, that Seller has refused (or is deemed to have refused) to cure or remove, without deduction or offset against the Purchase Price or (2) terminate this Agreement, in which event the Deposit shall be returned to Purchaser and neither party shall have any further liabilities or obligations pursuant to this Agreement except those liabilities or obligations that expressly survive termination of this Agreement. If Purchaser fails to timely notify Seller of its election pursuant to the preceding sentence, Purchaser shall be deemed to have elected alternative (1ii).

Seller’s Response Notices. Seller shall be obligated to cure and remove (or procure title insurance overover on terms reasonably acceptable to Purchaser) all of the following classes of New Defects and Disclosed Exceptions (“Mandatory Cure Items”), if any: (ai) the liens of any mortgage, trust deed or deed of trust evidencing an indebtedness owed by Seller; (bii) tax liens for delinquent ad valorem real estate taxes; (ciii) mechanics liens pursuant to a written agreement either between (x) the claimant (the “Contract Claimant”) and Seller or its employees, officers or managing agents (the “Seller Parties”) or (y) the Contract Claimant and any other contractor, materialman or supplier with which Seller or the Seller Parties have a written agreement; and (div) broker’s liens pursuant to a written agreement between the broker and Seller or any Seller Parties. Seller may elect, in its sole discretion, to cure and remove any Disclosed Exception or New Defect (which are not Mandatory Cure Items) identified by Purchaser in a Defect Notice by delivering written notice to Purchaser (a “Seller’s Response Notice”), ) indicating that Seller has elected to cure and remove any such matters (any such matters that Seller elects to cure and remove, “Seller Cure Items”) not later than three (3) business days after Seller’s receipt of the Closingapplicable Defect Notice (and, to the extent Closing is scheduled to occur prior to such date, Closing shall be extended until one (1) business day after the expiration of such period). Seller shall have until Closing to cure and remove (or procure title insurance reasonably acceptable to Purchaser over) any Seller Cure Items, and, Seller may delay Closing by up to ten (10) business days in order to cure and remove (or procure title insurance over) any such Seller Cure Items. If Seller fails to provide a Seller’s Response Notice, Seller shall be deemed to have delivered a Seller’s Response Notice electing not to cure and remove any New Defects or Disclosed Exceptions (which are not Mandatory Cure Items) identified by Purchaser in the applicable Defect Notice. If Seller elects (or is deemed to elect) not to cure and remove any Disclosed Exceptions or New Defects, Purchaser may elect, in its sole discretion and as its sole remedy hereunder, at law or in equity, by delivery of written notice to Seller not later than the first to occur of three (a) the date that is five (53) business days after Purchaser’s receipt (or deemed receipt) of a Seller’s Response Notice; or Notice (band, to the extent Closing is scheduled to occur prior to such date, Closing shall be extended until one (1) Closingbusiness day after the expiration of such period), to either (1a) proceed to Closing and accept title to the Land and the Improvements, subject to those Disclosed Exceptions or New Defects, as the case may be, that Seller has refused (or is deemed to have refused) to cure or remove, without deduction or offset against the Purchase Price and with such Disclosed Exceptions or New Defects in that case being deemed to be Permitted Exceptions or (2b) terminate this Agreement, in which event the Deposit shall be returned to Purchaser and neither party shall have any further liabilities or obligations pursuant to this Agreement except those liabilities or obligations that expressly survive termination of this Agreement. If Purchaser fails to timely notify Seller of its election pursuant to the preceding sentence, Purchaser shall be deemed to have elected alternative (1b).