Unpermitted Exceptions. If Purchaser objects to any (a) liens, encumbrances or other exceptions to title (the “Title Exceptions”) disclosed in the Title Commitment, or (b) encroachments by improvements on adjoining properties onto or over the Land, any encroachments of the Improvements onto or over adjoining properties, setback lines or easements (to the extent in violation thereof) or any other survey defects (the “Survey Defects”) disclosed in any surveys provided by Seller to Purchaser or in an Updated Survey (if any), Purchaser shall provide written notice to the Title Company and Seller specifying such “unpermitted exceptions” to title to the Real Property (the “Unpermitted Exceptions”) prior to the expiration of the Due Diligence Period; provided, however, that (i) the rights and interests of customers and guests at the Hotel to occupy rooms on a transient license basis, (ii) the rights of each tenant, as tenants only, under a Tenant Leases without any purchase right, and (iii) all liens and encumbrances caused or created solely by any Purchaser Indemnitee, shall in no event constitute Unpermitted Exceptions. Notwithstanding the foregoing, Seller covenants and agrees at its sole cost and expense to remove or cause the removal on or prior to the Closing Date of the following: (i) any mortgages, deeds of trust or other security interests for any financing incurred by Seller (other than the Existing Financing) and any other monetary liens (including mechanics’ liens, tax liens, judgment liens and the like); (ii) Taxes which constitute Title Exceptions which would be delinquent if unpaid at the Closing; provided, however, that if any Taxes are payable in installments, such obligation shall apply only to the extent such installments would be delinquent if unpaid at the Closing; (iii) any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law; and (iv) monetary defects and liens first appearing subsequent to the effective date of the title commitment but prior to the Closing (collectively, “Monetary Defects”). If Seller and Title Company are willing and able to cure or resolve the Unpermitted Exceptions to the satisfaction of Purchaser in Purchaser’s sole and absolute discretion (Seller having the right but not the obligation to do so to the extent such Unpermitted Exceptions do not constitute Monetary Defects, which Seller is obligated to so remove at or before Closing), then Seller and Purchaser will enter into a side letter ...
Unpermitted Exceptions. All liens, encumbrances or other exceptions to title affecting the Property (the “Title Exceptions”), and encroachments or other survey defects affecting the Property (the “Survey Defects”) that Seller and Purchaser have expressly marked as “unpermitted” shall constitute unpermitted exceptions to title to the Property (the “Unpermitted Exceptions”). .
Unpermitted Exceptions. If at any time after the Initial Non-Refundable Date Purchaser discovers title to the Property is subject to material matters not disclosed prior to the Initial Non-Refundable Date or if the Updated Survey discloses material matters not disclosed on the Existing Survey (each, a “New Defect”), Purchaser shall deliver written notice of any New Defect (“Additional Notice”) to Seller within five (5) days after Purchaser receives notice of such matters (“Additional Objection Deadline”). Failure of Purchaser to deliver the Additional Notice on or before expiration of the Additional Objection Deadline shall constitute a waiver by Purchaser of any New Defect. Seller shall have two (2) business days after receipt of any Additional Notice (“Additional Seller Response Date”) to cure, or not cure, the New Defect, or if applicable, obtain the agreement of Title Company to issue an endorsement to the Title Policy in a manner reasonably satisfactory to Purchaser to insure against such New Defect, and upon such endorsement being provided or cure obtained, the New Defect shall be deemed a Permitted Exception. If Seller is unable or unwilling to obtain such endorsement or cure on or before expiration of the Additional Seller Response Date, Purchaser shall have the option to terminate this Agreement by delivering written notice to Seller of its election to terminate (“New Defect Termination Notice”) on or before two (2) business days after expiration of the Additional Response Date (“New Defect Termination Date”), in which case the Deposit shall be returned to Purchaser. Failure of Purchaser to deliver the New Defect Termination Notice on or before the New Defect Termination Date shall be deemed to be an election by Purchaser to waive such New Defects and such New Defects shall be Permitted Exceptions.
Unpermitted Exceptions. All matters affecting title or survey to the Property other than those matters expressly included as Permitted Exceptions pursuant to Section 4.2 are collectively referred to herein as “Unpermitted Exceptions.” In addition to satisfaction, delivery, or discharge, as applicable, of the Seller’s Required Title Actions, at or prior to the Closing, Seller shall discharge or cure all Unpermitted Exceptions or, solely with Purchaser’s prior written approval, have such Unpermitted Exceptions bonded over to Purchaser’s and the Title Company’s satisfaction. Seller shall be entitled to use the proceeds of the sale of the Property at the Closing to effect any discharge or cure made pursuant to Section 4.1 or this Section 4.3 provided the Title Company makes such payments directly to the applicable persons at Closing and insures Purchaser against such exceptions to Purchaser’s satisfaction. Notwithstanding anything to the contrary contained in this Section 4, Seller shall not be obligated to expend in excess of Ten Thousand Dollars ($10,000.00) in the aggregate, which amount shall include, without limitation, the payment of attorneys’ fees and expenses, to cure Unpermitted Exceptions which are other than Monetary Encumbrances. If in the reasonable judgment of Seller (after consultation with Purchaser) it is substantially unlikely that the Unpermitted Exceptions which are other than Monetary Encumbrances can be cured even by the expenditure of Ten Thousand dollars ($10,000.00), then Seller shall promptly advise, Purchaser in writing of that conclusion and Seller need not make such expenditure and the provisions of Section 4.1 shall apply.
Unpermitted Exceptions. Any title exceptions arising on or prior to the Closing Date, other than those approved or deemed approved by Buyer as pursuant to Section 5.1.1 above, shall be "Unpermitted Exceptions" hereunder. Any Unpermitted Exception voluntarily executed and delivered by a Seller (except for the NYLICO Loans) shall be a "Voluntary Unpermitted Exception" hereunder and any other Unpermitted Exception shall be an "Involuntary Unpermitted Exception". The Sellers covenant and agree to remove, at the cost and expense of Sellers, any Voluntary Unpermitted Exception, whether occurring before or after the Approval Date.
Unpermitted Exceptions. Seller agrees that the following shall constitute unpermitted exceptions: (i) any mortgages, deeds of trust, monetary encumbrance or other security interests for any financing or other Encumbrances requiring the payment of money, other than Lender’s Liens and any other Encumbrances which are expressly assumed by Purchaser under this Agreement, (ii) mechanics’ liens for work performed by, through or under Seller or Manager prior to Closing, (iii) any mortgages, deeds of trust, monetary encumbrances or other security interests for any financing or other Encumbrances on the Real Property incurred by any third party which Seller agrees in writing to satisfy at or prior to Closing and (iv) Taxes which constitute an Encumbrance on the Real Property which would be delinquent if unpaid at Closing; provided, however, that if any such Taxes are payable in installments, such obligation shall apply only to the extent such installments would be delinquent if unpaid at Closing (collectively, the “Unpermitted Exceptions”).
Unpermitted Exceptions. All Title Exceptions and Survey Defects which do not constitute Permitted Exceptions pursuant to Section 5.3(a) shall constitute “Unpermitted Exceptions” to title to the Real Property (the “Unpermitted Exceptions”) to be removed or cured by Seller pursuant to Section 5.3(d). Notwithstanding anything in this Agreement to the contrary, Seller agrees that the following shall in all events constitute Unpermitted Exceptions which shall be cured or removed by Seller in accordance with Section 5.3(d): (i) any judgments or mechanics or similar liens, (ii) any mortgages, deeds of trust or other security interests for any financing, (iii) Taxes which constitute Title Exceptions which would be delinquent if unpaid at Closing, and if any such Taxes are payable in installments, such obligation shall apply to all such installments which would be payable whether prior to or after Closing, and (iv) any other Title Exceptions objected to by Purchaser which may be removed by payment of amounts which in the aggregate do not exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00).
Unpermitted Exceptions. Notwithstanding any provision to the contrary in this Agreement, Seller agrees that the following shall constitute unpermitted exceptions: (i) any mortgages, deeds of trust or other security interests for any financing affecting the Easement or incurred by Seller; (ii) Taxes which would be delinquent if unpaid at Closing; (iii) mechanics’ and judgment liens, (iv) liens, mortgages, security interests, claims, charges, easement, rights of way, encroachments, restrictive covenants, or other title exceptions not first appearing in the Title Commitment, and (v) such matters as appear on Schedule B-1 to the Title Commitment capable of being satisfied by the payment of a monetary sum. The unpermitted exceptions referenced in items (i) through (v) in the prior sentence are collectively referred to as “Monetary Unpermitted Exceptions”.
Unpermitted Exceptions. If Buyer objects to any Exceptions to Title appearing in the Preliminary Title Report (the “Unpermitted Exceptions”) Buyer shall notify Seller of such objection in writing no later than the date that is two (2) weeks prior to expiration of Buyer’s Due Diligence Deadline. Notwithstanding the foregoing, Seller shall in all events cure or remove on or before the Closing Date any and all (a) liens, encumbrances, judgments or other exceptions to title for monetary amounts owed or claimed to be owed by Seller (with Seller having the right to apply the Purchase Price or a portion thereof at Closing for such purpose), (b) rights of first refusal and other property rights and interests created by, under or through Seller, and (c) exceptions or encumbrances to title that are voluntarily created by, under or through Seller after the Effective Date without Buyer’s consent (the “Monetary Exceptions”).
Unpermitted Exceptions. The Parties have agreed with the Title Company on which liens, encumbrances or other exceptions to title affecting the Real Property (the “Title Exceptions”), and encroachments or other survey defects affecting the Real Property (the “Survey Defects”) shall constitute “unpermitted exceptions” to title to the Real Property (the “Unpermitted Exceptions”), as set forth in Schedule 5.3.1 (the “Pro Forma Title Policies”).
