Common use of Seller’s Response Clause in Contracts

Seller’s Response. Within ten (10) days after receipt of Purchaser's title objections, Seller shall notify Purchaser if Seller agrees to attempt to cure such objections to Purchaser's satisfaction. If Seller agrees to attempt to cure such objections, Seller shall have a reasonable period of time, not exceeding ninety (90) days, in which to do so. If Seller (i) fails to respond to Purchaser's title objections within ten (10) days after receipt, or (ii) declines to attempt to cure the title objections, or (iii) agrees to attempt to cure the title objections but fails to cure same within ninety (90) days, Purchaser shall notify Seller within ten (10) days after such event of Purchaser's election to either: (a) waive the title objection(s) and proceed with Closing; or (b) attempt to cure the title objection(s) at Purchaser's expense. If Purchaser elects to attempt to cure the title objection(s) pursuant to clause (b), Purchaser shall have a period of at least sixty (60) days from the date of notice to Seller in which to do so; provided, however, that Purchaser and Seller may mutually agree upon a longer period for Purchaser to complete its correction of the title objection(s). If, at the end of the period allowed for Purchaser to cure the title objection(s), Purchaser has been unable to do so, Purchaser shall have the right to waive such uncured title objection(s) and proceed with the Closing. If Purchaser fails to waive its title objection (5) within the 10-day period set forth in clause (a), or after it has attempted to cure same pursuant to clause (b), Purchaser shall have the right to terminate this Contract and Escrow Agent shall return the Deposit to Purchaser.

Seller’s Response. Within ten Not later than five (105) days Business Days after receipt of a Purchaser's title objections’s New Objection, but in any event prior to the Closing Date (unless Closing is extended pursuant to Section 5.3.3(a)), Seller shall shall, in its sole discretion, either: (i) notify Purchaser if Seller agrees of its intention (the “Seller’s Response”) to attempt to cure such objections to Remove, as defined herein, the New Exception(s) listed in the Purchaser's satisfaction. If Seller agrees to attempt to cure such objections, Seller shall have a reasonable period of time, not exceeding ninety (90) days, in which to do so. If Seller (i) fails to respond to Purchaser's title objections within ten (10) days after receipt’s New Objections, or (ii) declines notify Purchaser that Seller does not intend to attempt to Remove any such matter. If Seller does not provide Seller’s Response to Purchaser within such time period, Seller shall be deemed to have elected not to attempt to Remove Purchaser’s New Objections. If Seller elects (or is deemed to have elected) not to Remove one or more of the New Exceptions, then not more than five (5) Business Days after receipt of Seller’s Response (but in any event not later than the Closing Date), Purchaser shall by written notice to Seller either: (x) terminate this Agreement, or (y) waive the existence of such New Exception, in which case, any such New Exception shall automatically constitute a Permitted Exception. Purchaser’s failure to respond within said five (5) Business Day period shall constitute Purchaser’s election to proceed under clause (y). If Seller elects to attempt to Remove any New Exception, then Seller shall use commercially reasonable efforts to attempt to cure any such New Exception on or before the title objections, Closing Date. If at any txxx Xxxxxx notifies Purchaser that Seller will be unable or (iii) agrees to attempt is unwilling to cure the title objections but fails to cure same any such New Exception, then Purchaser shall, within ninety (90) days, Purchaser shall notify Seller within ten (10) days after such event of Purchaser's election to either: (a) waive the title objection(s) and proceed with Closing; or (b) attempt to cure the title objection(s) at Purchaser's expense. If Purchaser elects to attempt to cure the title objection(s) pursuant to clause (b), Purchaser shall have a period of at least sixty (60) days from the date of notice to Seller in which to do so; provided, however, that Purchaser and Seller may mutually agree upon a longer period for Purchaser to complete its correction of the title objection(s). If, at the end of the period allowed for Purchaser to cure the title objection(s), Purchaser has been unable to do so, Purchaser shall have the right to waive such uncured title objection(s) and proceed with the Closing. If Purchaser fails to waive its title objection five (5) Business Days after receipt of such notification, either terminate this Agreement or waive any such New Exception, in which case, any such New Exception shall automatically constitute a Permitted Exception. Purchaser’s failure to respond to Seller’s notice within such five (5) Business Day period shall constitute Purchaser’s decision to waive the 10-day period set forth existence of such New Exception, in clause (a)which case, or after it any such New Exception shall automatically constitute a Permitted Exception, and proceed to Closing in accordance with this Agreement. In no event shall Purchaser be entitled to a reduction of the Purchase Price on account of any uncured New Exception unless Seller has attempted agreed to cure same pursuant such New Exception and fails to clause (b)do so at or prior to Closing. In any case where this Agreement is terminated as permitted in this paragraph, Purchaser then the Exxxxxx Money shall have the right to terminate this Contract and Escrow Agent shall return the Deposit be returned to Purchaser, and all rights, obligations and liabilities of the Parties hereunder shall be released and discharged except for those obligations and rights which by their terms survive termination of this Agreement.

Seller’s Response. Within If Buyer timely delivers any Objection Notice pursuant to Paragraph 6(b), Seller may deliver a written notice (a “Response”) to Buyer on or before ten (10) days Business Days after receipt of Purchaser's title objectionsthe Objection Notice, which Response shall state what actions (if any) Seller shall notify Purchaser if Seller agrees intends to attempt take with respect to, and their anticipated effect on, the matters to cure such objections to Purchaser's satisfactionwhich Buyer has objected. If Seller agrees fails to attempt to cure such objectionstimely deliver a Response, then Seller shall be conclusively deemed to have delivered a reasonable period Response indicating that Seller will not remove any of timethe matter(s) objected to by Buyer unless Seller is otherwise expressly obligated to do so under any provision of this Agreement. If the Response does not state an intention to fully remove each matter to which Xxxxx has objected, not exceeding ninety Buyer may deliver written notice to terminate this Agreement within five (905) daysBusiness Days after Buyer receives the Response, in which event the Xxxxxxx Money Deposit shall be refunded to do soBuyer, this Agreement shall terminate, and Paragraph 7 shall govern the parties’ actions. If Seller Buyer has conditionally waived an objection (based upon Seller’s statement in the Response), and the condition is not satisfied by the Closing Date despite Seller’s good faith efforts, Buyer shall have the right, as its sole remedy therefor, either to (i) fails elect to respond terminate this Agreement on the Closing Date, in which event the Xxxxxxx Money Deposit shall be refunded to Purchaser's title objections within ten (10) days after receiptBuyer, whereupon this Agreement shall terminate, and Paragraph 7 shall govern the parties’ actions, or (ii) declines to attempt to cure proceed with this transaction and waive such objection in writing on or before the title objections, or (iii) agrees to attempt to cure the title objections but Closing Date. If Xxxxx fails to cure same within ninety (90) daysmake a timely election pursuant to the preceding sentence, Purchaser Xxxxx shall notify Seller within ten (10) days after such event of Purchaser's election be deemed conclusively to either: (a) waive the title objection(s) and proceed with Closing; or (b) attempt have elected to cure the title objection(s) at Purchaser's expense. If Purchaser elects to attempt to cure the title objection(s) pursuant terminate according to clause (b), Purchaser shall have a period of at least sixty (60i) days from the date of notice to Seller in which to do so; provided, however, that Purchaser and Seller may mutually agree upon a longer period for Purchaser to complete its correction of the title objection(s)preceding sentence. IfIn the event that Buyer waives an objection, at the end such exception shall be part of the period allowed for Purchaser to cure the title objection(s), Purchaser has been unable to do so, Purchaser shall have the right to waive such uncured title objection(s) and proceed with the Closing. If Purchaser fails to waive its title objection (5) within the 10-day period set forth in clause (a), or after it has attempted to cure same pursuant to clause (b), Purchaser shall have the right to terminate this Contract and Escrow Agent shall return the Deposit to PurchaserPermitted Exceptions hereunder.

Seller’s Response. Within ten Seller may elect, but shall have no obligation (10) days after receipt of Purchaser's title objectionsexcept as to Monetary Objections), Seller shall notify Purchaser if Seller agrees to attempt to cure Cure any title or survey matters set forth in the First Title Notice or any Subsequent Title Notice by giving notice of such objections election to PurchaserPurchaser within three (3) Business Days) after Seller's satisfactionreceipt of the First Title Notice or Subsequent Title Notice, as applicable. If Seller agrees fails to attempt give notice within said three (3) Business Day period or does not adjourn the Closing Date pursuant to cure such objectionsSection 3.4(c), then Seller shall be deemed to have declined to Cure such matters (other than any Monetary Objections). Except as to a reasonable period of timeMonetary Objection, not exceeding ninety if Seller declines (90or is deemed to decline) daysto Cure any Valid Objection to title to which Purchaser has objected in the First Title Notice, in which to do so. If Seller Purchaser may, as its sole remedy, either (i) fails proceed to respond Closing and accept title to Purchaser's title objections within ten the Asset subject to such Valid Objection (10other than a Monetary Objection) days after receiptas a Permitted Exception, as if Purchaser had not objected to such matter and without reduction of the Purchase Price, or (ii) terminate this Agreement by giving notice to Seller prior to the expiration of the Inspection Period. Except as to a Monetary Objection, if Seller declines (or is deemed to decline) to Cure any Valid Objection to title to which Purchaser has objected in a Subsequent Title Notice, or if after electing to attempt to cure do so, Seller is unable to Cure a Valid Objection to which Purchaser has objected in either the First Title Notice or a Subsequent Title Notice, Purchaser may, as its sole remedy, either (A) proceed to Closing and accept title objectionsto the Asset subject to such Valid Objection (other than a Monetary Objection) as a Permitted Exception, as if Purchaser had not objected and without reduction of the Purchase Price, or (iiiB) agrees to attempt to cure the title objections but fails to cure same within ninety (90) days, Purchaser shall notify Seller within ten (10) days after such event of Purchaser's election to either: (a) waive the title objection(s) and proceed with Closing; or (b) attempt to cure the title objection(s) at Purchaser's expense. If Purchaser elects to attempt to cure the title objection(s) pursuant to clause (b), Purchaser shall have a period of at least sixty (60) days from the date of terminate this Agreement by giving notice to Seller thereof within three (3) Business Days after notice (or deemed notice) from Seller either declining to Cure such Valid Objection made in which the Subsequent Title Notice or, if Seller has notified Purchaser that Seller will endeavor to do soCure a Valid Objection made in either the First Title Notice or a Subsequent Title Notice, advising Purchaser that Seller is unable to cure such Valid Objection. In all events, no termination of this Agreement pursuant to any of the preceding sentences set forth in this Section 3.4(b) shall be valid or effective unless Purchaser gives timely notice in accordance with the applicable sentence. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall Cure all Monetary Objections at or prior to Closing and may use the proceeds of the Purchase Price at Closing for such purpose. If Closing occurs, Purchaser may at Closing use the necessary proceeds of the Purchase Price to discharge any Monetary Objection that Seller has failed to Cure as required by this Agreement. Notwithstanding anything to the contrary set forth herein, Seller shall have no obligation to Cure any Judgment Lien(s) to the extent that the cost to Cure such Judgment Lien(s) exceeds, in the aggregate, $1,000,000.00; provided, however, that Purchaser and if Seller may mutually agree upon a longer period for Purchaser to complete its correction of the title objection(s). If, at the end of the period allowed for Purchaser to cure the title objection(sdoes not Cure such Judgment Lien(s), Purchaser may either (X) proceed to Closing and be granted a credit in the amount of such Judgment Lien(s) or $1,000,000.00, whichever is less, in connection with the removal thereof or (Y) terminate this Agreement by giving notice thereof to Seller. If Purchaser terminates this Agreement pursuant to this Section 3.4(b), Seller and Purchaser each shall promptly instruct Escrow Agent to pay the Xxxxxxx Money to Purchaser and, except under those provisions of this Agreement that by their express terms survive the termination of this Agreement, shall have no further rights or obligations under this Agreement. For avoidance of doubt, Purchaser shall have no right to terminate this Agreement due to any Valid Objection if Seller agrees to obtain a Cure for such Valid Objection and such Cure is in fact obtained at or before Closing. It is expressly understood that, notwithstanding anything to the contrary herein, in no event shall Seller have any obligation to (i) bring any action or institute any proceeding, or (ii) otherwise incur any costs or expenses in order to attempt to Cure any matter of title or survey to which Purchaser has objected, other than any Monetary Objection. Any Monetary Obligation for which a pay-off letter has been unable obtained and payment is made at Closing in accordance with such pay-off letter shall be deemed Cured and shall cease to do sobe a Valid Objection. If the Title Company is unwilling to remove any Valid Objection that another major national title insurance company, Purchaser selected by Seller and reasonably acceptable to Purchaser, would be willing to remove, then Seller shall have the right to waive substitute such uncured major national title objection(s) and proceed with insurance company for the Closing. If Title Company, provided that if Purchaser fails elects not to waive its use such major national title objection (5) within the 10-day period set forth in clause (a)insurance company, or after it has attempted such Valid Objection that such major national title insurance company would be willing to cure same pursuant to clause (b), Purchaser remove shall have the right to terminate this Contract and Escrow Agent shall return the Deposit to Purchaserthereafter be deemed a Permitted Exception.