Common use of Additional Exceptions Clause in Contracts

Additional Exceptions. In the event the Title Commitment is amended or updated after the expiration of the Due Diligence Period (each, a “Title Commitment Update”), Buyer shall furnish Seller with a written statement of approval or objections to any matter first raised in a Title Commitment Update that affects title to the Real Property and that was not caused by Buyer or any Licensee Parties within five (5) business days after its receipt of such Title Commitment Update together with a legible copy of each new exception raised therein (each, a “Title Commitment Update Review Period”). Should Buyer fail to notify Seller in writing of any objections to any matter first disclosed in a Title Commitment Update prior to the expiration of the applicable Title Commitment Update Review Period, as applicable, Buyer shall be deemed to have approved such matters whereupon they shall become Permitted Exceptions. If, however, Buyer objects to such new exception, then Seller shall have until 5:00 p.m. Pacific Time on the fifth (5th) business day after Seller’s receipt of Buyer’s written objection in which to notify Buyer, in Seller’s sole discretion, either (a) that Seller will remove the new disapproved exception(s) prior to the Close of Escrow and, thereafter, Seller shall be entitled to a reasonable adjournment of the Closing for the purpose of such removal, which removal will be deemed effected by, among other things, the issuance of title insurance reasonably acceptable to Buyer eliminating or insuring against the effect of the Title Objections, or (b) that Seller will not remove the new disapproved exception(s). If Seller does not elect to do either (a) or (b), such silence shall be conclusively deemed to constitute Seller’s election not to remove any new exception(s) disapproved by Buyer. If Seller elects not to remove any new disapproved exception(s), whether by giving notice thereof or by failing to give notice, then Buyer shall have until 5:00 p.m. Pacific Time on the fifth (5th) business day after Seller’s election (or deemed election) not to cure the disapproved exception in which to elect (y) to terminate this Agreement by written notice to Seller and Escrow Holder or (z) to waive in writing Buyer’s previous disapproval of (and thereby accept) any items that Seller does not elect to remove. Buyer’s failure to terminate this Agreement by delivering written notice of such election on or before 5:00 p.m. Pacific Time on the fifth (5th) business day after Seller’s election or deemed election not to remove the new disapproved exception shall be deemed to constitute Buyer’s irrevocable election to waive Buyer’s previous disapproval whereupon the disapproved exception shall become a Permitted Exception. If, however, Buyer does elect to terminate this Agreement, then this Agreement shall so terminate, the Deposit shall be returned to Buyer and neither party shall have any further obligations to the other hereunder except to the extent any such obligation expressly survives the termination of this Agreement.

Additional Exceptions. In the event the Title Commitment is amended or updated after the expiration of the Due Diligence Period and before the Closing (each, a “Title Commitment Update”), Buyer shall furnish Seller with a written statement of approval or objections to any matter first raised in a Title Commitment Update that affects title to the Real Property and that was not caused by Buyer or any Licensee Parties within five two (52) business days after its receipt of such Title Commitment Update together with a legible copy of each new exception raised therein (each, a “Title Commitment Update Review Period”). Should Buyer fail to notify Seller in writing of any objections to any matter first disclosed in a Title Commitment Update prior to the expiration of the applicable Title Commitment Update Review Period, as applicable, Buyer shall be deemed to have approved such matters whereupon they shall become Permitted Exceptions. If, however, Buyer objects to such new exception, then Seller shall have until 5:00 p.m. Pacific Time on the fifth (5th) business day after Seller’s receipt of Buyer’s written objection in which to notify Buyer, in Seller’s sole discretion, either (a) that Seller will remove the new disapproved exception(s) prior to the Close of Escrow and, thereafter, Seller shall be entitled to a reasonable adjournment of the Closing for the purpose of such removal, which removal will be deemed effected by, among other things, the issuance of title insurance reasonably acceptable to Buyer eliminating or insuring against the effect of the Title Objections, or (b) that Seller will not remove the new disapproved exception(s). If Seller does not elect to do either (a) or (b), such silence shall be conclusively deemed to constitute Seller’s election not to remove any new exception(s) disapproved by Buyer. If Seller elects not to remove any new disapproved exception(s), whether by giving notice thereof or by failing to give notice, then Buyer shall have until 5:00 p.m. Pacific Time on the fifth (5th) business day after Seller’s election (or deemed election) not to cure the disapproved exception in which to elect (y) to terminate this Agreement by written notice to Seller and Escrow Holder or (z) to waive in writing Buyer’s previous disapproval of (and thereby accept) any items that Seller does not elect to remove. Buyer’s failure to terminate this Agreement by delivering written notice of such election on or before 5:00 p.m. Pacific Time on the fifth (5th) business day after Seller’s election or deemed election not to remove the new disapproved exception shall be deemed to constitute Buyer’s irrevocable election to waive Buyer’s previous disapproval whereupon the disapproved exception shall become a Permitted Exception. If, however, Buyer does elect to terminate this Agreement, then this Agreement shall so terminate, the Deposit shall be returned to Buyer and neither party shall have any further obligations to the other hereunder except to the extent any such obligation expressly survives the termination of this Agreement.

Additional Exceptions. In If the event the Title Commitment Preliminary Report or Survey is amended or updated after the expiration of the Due Diligence Period and prior to the Close of Escrow for any reason other than the receipt of any new or additional survey (including the survey that Buyer is obtaining from Keir & W▇▇▇▇▇) (each, a “Title Commitment Preliminary Report Update”), Buyer shall furnish Seller with a written statement of approval or objections to any matter Title Matters first raised in a Title Commitment the Preliminary Report Update that affects title to the Real Property and that was not caused by Buyer or any Licensee Buyer Parties (sometimes called a “Post DD Period Title Matter”) within five (5) business days Business Days after its receipt of such Title Commitment Preliminary Report Update together with a legible copy of each new exception raised therein (each, a “Title Commitment Preliminary Report Update Review Period”). Should Buyer fail to notify Seller in writing of any objections to any matter first disclosed in a Title Commitment Preliminary Report Update prior to the expiration of the applicable Title Commitment Preliminary Report Update Review Period, as applicable, Buyer shall be deemed to have approved such matters whereupon they shall become Permitted ExceptionsExceptions unless such Title Matter is an Excluded Exception. If, however, Buyer objects to such new exceptionTitle Matter, then Seller shall have until 5:00 p.m. Pacific Time on the fifth (5th) business day Business Day after Seller’s receipt of Buyer’s written objection in which to notify Buyer, in Seller’s sole discretion, either (a) that Seller will remove the new disapproved exception(sTitle Matter(s) prior to the Close of Escrow and, thereafter, Seller shall be entitled to a reasonable adjournment of the Closing for the purpose of such removal, which removal will be deemed effected by, among other things, the issuance of title insurance reasonably acceptable to Buyer eliminating or insuring against the effect of the Title ObjectionsClosing, or (b) that Seller will not remove the new disapproved exception(sTitle Matter(s). If Seller does not elect to do either (a) or (b), such silence shall be conclusively deemed to constitute Seller’s election not to remove any of the new exception(sTitle Matter(s) disapproved by Buyer. If Seller elects not to remove any new disapproved exception(sTitle Matter(s), whether by giving notice thereof or by failing to give notice, then Buyer shall have until 5:00 p.m. Pacific Time on the fifth third (5th3rd) business day Business Day after Seller’s election (or deemed election) not to cure the disapproved exception in which to elect (yx) to terminate this Agreement by written notice to Seller and Escrow Holder Seller; or (zy) to waive in writing Buyer’s previous disapproval of (and thereby accept) any items that Seller does not elect to remove. Buyer’s failure to terminate this Agreement by delivering written notice of such election on or before 5:00 p.m. Pacific Time on the fifth (5th) business day Business Day after Seller’s election or deemed election not to remove the new disapproved exception Title Matter(s) shall be deemed to constitute Buyer’s irrevocable election to waive Buyer’s previous disapproval whereupon the disapproved exception Title Matter(s) shall become a Permitted Exception. If, however, Buyer does elect to terminate this Agreement, then this Agreement shall so terminate, the Deposit shall be returned to Buyer (less the Independent Consideration) and neither party shall have any further obligations to the other hereunder except to the extent any such obligation expressly survives the termination of this Agreement.. If this purchase and sale is terminated by reason of a Post DD Period Title Matter which is an involuntary lien first placed against the Property after the expiration of the Due Diligence Period, then Seller shall reimburse Buyer for Buyer’s actual and reasonably documented out-of-pocket third party costs and expenses in connection with this transaction (including, without limitation, due diligence costs, attorneys’ fees and costs) in an amount not to exceed the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00)