Common use of Unpermitted Exceptions Clause in Contracts

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. If at any time after the Initial Non-Refundable Date Purchaser discovers All matters affecting title or survey to the Property is subject other than those matters expressly included as Permitted Exceptions pursuant to material matters not disclosed Section 4.2 are collectively referred to herein as "Unpermitted Exceptions." In addition to satisfaction, delivery, or discharge, as applicable, ofthe Seller's Required Title Actions, at or prior to the Initial Non-Refundable Date Closing, Seller shall discharge or if cure all Unpermitted Exceptions or, solely with Purchaser's prior written approval, have such Unpermitted Exceptions bonded over to Purchaser's and 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 DefectTitle Company's satisfaction. Seller shall have two be entitled to use the proceeds ofthe sale ofthe 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 ofFive Hundred Thousand Dollars (2$500,000.00) business days in the aggregate, which amount shall include, without limitation, the payment ofattorneys' fees and expenses, to cure Unpermitted Exceptions which are other than Monetary Encumbrances. If in the reasonable judgment ofSeller (after receipt consultation with Purchaser) it is substantially unlikely that the Unpermitted Exceptions which are other than Monetary Encumbrances can be cured even by the expenditure ofFive Hundred Thousand dollars ($500,000.00), then Seller shall promptly advise, Purchaser in writing ofthat conclusion and Seller need not make such expenditure and the provisions of Section 4.1 shall apply. In the event that any Additional Notice (“Additional Seller Response Date”) to cureSeller's Required Title Action, or any Unpermitted Exception which Seller is required to cure hereunder cannot curebe cured prior to the Closing, then subject to Purchaser's written consent, in Purchaser's reasonable discretion, the New Defect, obligation ofSeller to so cure may be completed after the Closing and the amount expected to cure such Seller Required Title Action or if applicable, obtain the agreement of Title Company to issue an endorsement Unpermitted Exception shall be added to the Title Policy Holdback Amount and reflected 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 Post-Closing Escrow 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”as defined in Section 5.7 below), 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. If at the Title Commitment or Existing Survey (or, if applicable, Survey) includes any time matter which is not a Permitted Exception (an “Unpermitted Exception”), then Purchaser shall have the right to request that Seller remove or cure such Unpermitted Exception by providing written notice to Seller (the “Unpermitted Exception Notice”) within the Title Review Period. If any update of the Title Commitment delivered to Purchaser after the Initial Non-Refundable Date Purchaser discovers title to end of the Property Title Review Period discloses any Title Exception which is subject to material matters not disclosed prior in the Title Commitment or is not otherwise a Permitted Exception described in this Section 5.3 (a “New Title Exception”), or the updated Survey delivered to Purchaser after the Initial Non-Refundable Date Title Review Period discloses any encroachments on to or if the Updated from adjoining properties, encroachments on to easements from Improvements, set back line violations or other survey defects (“Survey discloses material matters Defects”) which are not disclosed on in the Existing Survey (each, a “New Survey Defect”), and such New Title Exception or New Survey Defect was not caused or created by any Purchaser Indemnitee or any Person acting on behalf of any Purchaser Indemnitee, then Purchaser shall deliver have the right to request that Seller remove or cure such New Title Exception or New Survey Defect at or prior to Closing, by providing written notice to Seller within the earlier of: (i) five (5) Business Days after receiving such New Title Exception or New Survey Defect and, to the extent the same are of record or are otherwise reasonably available, copies of the underlying documents evidencing any such New Defect Title Exception, or (ii) on the then Scheduled Closing Date (the “Additional New Title and Survey Objection Notice”). If Purchaser timely provides an Unpermitted Exception Notice or a New Title and Survey Objection Notice to Seller, Seller may elect, by providing written notice (the “Title and Survey Election Notice”) to Purchaser within the earlier of: (A) two (2) Business Days after Seller’s receipt of such Unpermitted Exception Notice or New Title and Survey Objection Notice, or (B) on the then Scheduled Closing Date promptly following receipt of a New Title and Survey Objection Notice from Purchaser, (1) to agree to remove or cure such Unpermitted Exception, New Title Exception or New Survey Defect at or prior to Closing (or after the Scheduled Closing Date if Seller extends such date pursuant to Section 5.3.4), or (2) not to remove or cure such Unpermitted Exception, New Title Exception or New Survey Defect; provided, however, that if such Unpermitted Exception, New Title Exception or New Survey Defect is a Required Removal Exception, then Seller shall remove or cure such Unpermitted Exception, New Title Exception or New Survey Defect at or prior to Closing. Except with respect to any Required Removal Exception which Seller shall be required to remove on or prior to Closing, if Seller does not provide a Title and Survey Election Notice to Purchaser within such time period, then Seller shall be deemed to have elected not to remove or cure such Unpermitted Exception, New Title Exception or New Survey Defect pursuant to clause (2) of the preceding sentence. If Seller elects or is deemed to have elected not to remove or cure an Unpermitted Exception, New Title Exception or New Survey Defect, then Purchaser shall have the right to elect, as its sole and exclusive right with respect thereto, by providing written notice to Seller (the “Title and Survey Response Notice”) within the earlier of five (5) days Business Days after Purchaser receives notice of such matters (“Additional Objection Deadline”). Failure of Purchaser to deliver the Additional Notice on or before expiration Purchaser’s receipt of the Additional Objection Deadline shall constitute a waiver by Purchaser of any New Defect. Seller shall have two Title and Survey Election Notice or the Closing Date to (2I) 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”)Agreement, in which case the Deposit Xxxxxxx Money shall be returned refunded to Purchaser. Failure of Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (II) proceed to deliver Closing pursuant to this Agreement and accept title to the Real Property subject to such Unpermitted Title Exception, New Title Exception or New Survey Defect Termination Notice on or before the New Defect Termination Date which thereafter shall be deemed to be an election by constitute a Permitted Exception, without any credit against the Purchase Price for such Unpermitted Title Exception, New Title Exception or New Survey Defect. If Purchaser does not provide a Title and Survey Response Notice to waive Seller within such New Defects and such New Defects time period, Purchaser shall be Permitted Exceptionsdeemed to have elected to terminate this Agreement pursuant to clause (I) of the preceding sentence.