Common use of Title Objection Notice Clause in Contracts

Title Objection Notice. Buyer shall have the right to deliver to Seller, at least ten (10) business days prior to the expiration of the Due Diligence Period, written notice (the “Title Objection Notice”) of Buyer’s objections (an “Objectionable Matter”) to any matter disclosed by the Title Commitments and the Surveys. The parties agree that notwithstanding Paragraph 20, the Title Objection Notices only need to be delivered to Xxxxx Xxxxxx, Xxx Xxxxx and Xxxx Xxxx otherwise in accordance with Paragraph 20. Buyer may provide separate Title Objection Notices for each separate Property, provided that all such Title Objection Notices must be delivered by the deadline specified above. Seller shall have five (5) business days after receipt of a Title Objection Notice to give Buyer written notice (i) of Seller’s intention to attempt to cure such Objectionable Matter prior to the Closing Date, or (ii) that Seller elects not to attempt to cause such Objectionable Matter to be cured; provided, however, Seller shall have no obligation to cure, or attempt to cure, any Objectionable Matter. If Seller fails to give Buyer notice pursuant to the prior sentence, or if Seller gives Buyer notice under clause (ii), Buyer shall have the right in its sole discretion either to waive in writing all Objectionable Matters that Seller has not elected to attempt to cure and proceed with the Transactions pursuant to this Agreement, or terminate this Agreement pursuant to Paragraph 3(f). If Buyer shall fail to give Seller written notice of Buyer’s election to terminate this Agreement pursuant to the preceding sentence, prior to the expiration of the Due Diligence Period, then Buyer shall be conclusively deemed to have waived all Objectionable Matters that Seller has not elected to attempt to cure and to have waived any right to terminate this Agreement pursuant to this Paragraph 3(c) as a result thereof. If Seller shall give written notice pursuant to clause (i), above, with respect to an Objectionable Matter and this Agreement is not otherwise terminated pursuant to the terms hereof, the Closing shall be extended up to, but not in excess of, five (5) days during which period Seller may attempt to satisfy or remove the Objectionable Matter(s); provided, however, that if Seller satisfies or removes all Objectionable Matters that Seller has elected to attempt to cure, the Closing shall occur within five (5) business days thereafter (but no earlier than the scheduled Closing Date under Paragraph 5(a) of this Agreement). Notwithstanding that Seller may have given notice pursuant to clause (i), above, Seller may, at any time thereafter, in its sole discretion and without liability, give written notice to Buyer that Seller is unable or unwilling to remove or satisfy an Objectionable Matter and Buyer shall have the right in its sole discretion either to waive in writing such Objectionable Matter and proceed with the Transactions, or terminate this Agreement, in which event the terms of Paragraph 3(f) shall apply. If Buyer shall fail to give Seller written notice of Buyer’s election within three (3) business days of Buyer’s receipt of Seller’s written election pursuant to the preceding sentence (or if later, the end of the Due Diligence Period), Buyer shall be conclusively deemed to have waived all Objectionable Matters that Seller has not elected (or has withdrawn its election) to attempt to cure and any right to terminate this Agreement pursuant to this Paragraph 3(c) as a result thereof. If the Title Company updates any Title Commitment prior to the Closing Date and such Title Commitment discloses any new encumbrance to the applicable Property that was not caused by Buyer or Buyer Representatives and which was not shown on a prior Title Commitment delivered to Buyer, and Buyer objects to any new encumbrance to such Property, then Buyer shall notify Seller in writing of such objection (a “Supplemental Objection”) no later than three (3) days after receipt of such updated Title Commitment. Seller may then elect by written notice to Buyer within two (2) days after notice from Buyer of such Supplement Objection either to (1) cure such Supplemental Objection prior to Closing or (2) decline to cure such Supplemental Objection; provided, however, that if Seller fails to give Buyer notice pursuant to this sentence of such election, then Seller shall be deemed to have elected to have declined to cure such Supplemental Objection. If Seller declines, or is deemed to have declined, to cure such Supplemental Objection, then Buyer may either (A) waive such Supplemental Objection and proceed to Closing or (B) within two (2) days after receipt of Seller’s election (or deemed election), to in writing to terminate this Agreement, in which event Paragraph 3(f) shall apply. If Buyer shall fail to give Seller written notice of Buyer’s election to terminate this Agreement pursuant to the preceding sentence within such two (2) day period (or if later, the end of the Due Diligence Period), then Buyer shall be conclusively deemed to have waived such Supplement Objectionable and any right to terminate this Agreement pursuant to this Paragraph 3(c) as a result thereof. Any Objectionable Matter or Supplemental Objection shall be deemed cured if Seller causes the Title Company to insure title to the applicable Property as vested in Buyer without exception for such Objectionable Matter; provided, however, Buyer shall have reasonable approval rights over such insurance (other than with respect to any Mandatory Cure Items).