Common use of Additional Title Objections Clause in Contracts

Additional Title Objections. Notwithstanding the foregoing, if after the expiration of the Due Diligence Period, the Title Company shall raise any title or survey exceptions (other than Permitted Exceptions and Mandatory Cure Items) with respect to any Seller’s Individual Property and first arising after the date of the Title Commitment, Buyer shall have the right to send a “Notice of Title Objection” to such Seller, as applicable, within five (5) days of Buyer’s receipt thereof (but in no event after the Closing Date) objecting to such additional title exceptions, each of which items raised in a Notice of Title Objection shall be deemed to be Title Defects, and such Seller shall have five (5) days from receipt of such statement(s) to respond thereto. Closing shall be adjourned as necessary to accommodate such periods of time. Notwithstanding the foregoing, any additional title or survey matters identified by the Title Company in an updated Title Commitment that are not specifically identified in a Notice of Title Objection within such five (5) day period other than a Mandatory Cure Item shall also be deemed to be a Permitted Exception. If Buyer delivers a Notice of Title Objection within the applicable time periods referred to this Section 3.3 to a Seller with respect to such Seller’s Individual Property, such Seller shall have the right, but not the obligation, to attempt to cure any such Title Defect. Within five (5) days after receipt of a Notice of Title Objection, such Seller shall notify Buyer in writing whether such Seller elects to attempt to cure any such additional Title Defects. If a Seller elects to attempt to cure any such additional Title Defects, such Seller shall have until the Closing Date to attempt to remove, satisfy or cure the same and for this purpose such Seller shall be entitled to a reasonable adjournment of the Closing, but in no event shall the adjournment exceed sixty (60) days. If a Seller elects not to cure any additional Title Defects, does not respond to a Notice of Title Objection, or if a Seller is unable to effect a cure of such additional Title Defects prior to the Closing Date and such Title Defect does not constitute a default by a Seller under this Agreement, then Buyer shall elect, within five (5) Business Days after (a) receipt of written notice from the applicable Seller that such Seller has elected not to cure any such additional Title Defects; (b) such 5-day period if the applicable Seller does not respond to a Notice of Title Objection, or (c) receipt of written notice from the applicable Seller that such Seller is unable to effect a cure of such additional Title Defects, as the case may be, one of the following options: (i) to accept a conveyance of such Seller’s Individual Property subject to the - -5 - Permitted Exceptions and any additional Title Defects that such Seller is unwilling or unable to cure, and without reduction of the Purchase Price, in which case, such additional Title Defects shall be deemed to be a Permitted Exception; or (ii) to terminate this Agreement with respect to all of the Property and all Sellers by sending written notice thereof to Sellers, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall promptly be returned to Buyer by Escrow Agent, and thereafter no party hereto shall have any further rights, duties, obligations and/or liabilities under this Agreement except for those rights, duties, obligations and/or liabilities that expressly survive the termination of this Agreement. Closing shall be adjourned to accommodate Buyer’s five (5) Business Day election period. If Buyer shall fail to notify Sellers in writing of Buyer’s election under the preceding sentence within such five (5) Business Day period, Buyer shall be deemed to have elected to accept the conveyance of the Property under clause (i) above. If such Title Defect constitutes a default by a Seller under this Agreement, then the provisions of Section 11.1.1 shall govern.

Additional Title Objections. Notwithstanding the foregoing(A) If, if after the expiration issuance of the Due Diligence Period, the Buyer's Title Company shall raise any title or survey exceptions (other than Permitted Exceptions and Mandatory Cure Items) with respect to any Seller’s Individual Property and first arising after the date of the Title CommitmentNotice, Buyer shall have receives notice from the right Escrow Holder that it intends to send a “Notice of Title Objection” revise the Preliminary Report to such Sellerinclude one or more additional exceptions to title, as applicableBuyer may, within five (5) days of such notice, notify Seller ("Buyer’s receipt thereof (but in no event after 's Amended Title Notice") of the Closing Date) objecting to such additional title exceptionsexceptions to which it objects ("Additional Title Objections"), each provided, however, that (i) Buyer may object only if Buyer reasonably determines that the exceptions materially and adversely affect the use, value and enjoyment of which items raised in a Notice of the Property for Buyer's contemplated use and (ii) the Additional Title Objection Objections shall not include any matter approved by Buyer pursuant to Section 3.1(a) (i). If Buyer fails to deliver timely notice within the required period, Buyer shall be deemed to be Title Defects, and such Seller shall have five (5) days from receipt of such statement(s) to respond thereto. Closing shall be adjourned as necessary to accommodate such periods of time. Notwithstanding approved the foregoing, any additional title or survey matters identified by the Title Company in an updated Title Commitment that are not specifically identified in a Notice of Title Objection within such five exceptions. (5B) day period other than a Mandatory Cure Item shall also be deemed to be a Permitted Exception. If Buyer delivers a Notice of Title Objection within the applicable time periods referred to this Section 3.3 to a Seller with respect to such Seller’s Individual Property, such Seller shall have the right, but not the obligation, to attempt to cure any such Title Defect. Within shorter of five (5) days after receipt of Buyer's Amended Title Notice, or until two (2) days before the Closing Date (as defined in Section 7.2(b)), within which to deliver to Buyer a Notice of notice ("Seller's Additional Title Notice") indicating whether Seller will eliminate or cure such Additional Title Objections by the Closing. If Seller elects to eliminate or cure an Additional Title Objection, such the elimination or curing by Seller of the Additional Title Objections shall notify Buyer in writing whether such be completed on or before the Closing. If Seller elects to attempt to cure any such additional Title Defects. If a Seller elects to attempt to cure any such additional Title Defects, such Seller shall have until the Closing Date to attempt to remove, satisfy eliminate or cure the same and for this purpose such Seller shall be entitled a Title Objection but fails to a reasonable adjournment of do so by the Closing, but in no event shall Buyer may pursue its remedies pursuant to Section 4.2. Seller may cure Additional Title Objections relating to mechanic's liens arising from the adjournment exceed sixty Decommissioning of the Property by posting a mechanic's lien release bond. (60C) days. If a Seller elects not to cure any additional Title Defects, (1) does not respond to a deliver such Seller's Additional Title Notice of Title Objectionwithin the required time, or if a (2) notifies Buyer that Seller is unable or unwilling to effect a cure such Additional Title Objections, Buyer shall have the lesser of such additional Title Defects prior to three (3) days or until one (1) day before the Closing Date and to elect to waive such Additional Title Defect does not constitute a default by a Objections or deliver to Seller under this Agreement, then Buyer shall elect, within five (5) Business Days after (a) receipt of written notice from the applicable Seller that such Seller has elected not to cure any such additional Title Defects; (b) such 5-day period if the applicable Seller does not respond to a Notice of Title Objection, or (c) receipt of written notice from the applicable Seller that such Seller is unable to effect a cure of such additional Title Defects, as the case may be, one of the following options: (i) to accept a conveyance of such Seller’s Individual Property subject to the - -5 - Permitted Exceptions and any additional Title Defects that such Seller is unwilling or unable to cure, and without reduction of the Purchase Price, in which case, such additional Title Defects shall be deemed to be a Permitted Exception; or (ii) to terminate terminating this Agreement with respect pursuant to all of the Property and all Sellers by sending written notice thereof to Sellers, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall promptly be returned to Buyer by Escrow Agent, and thereafter no party hereto shall have any further rights, duties, obligations and/or liabilities under this Agreement except for those rights, duties, obligations and/or liabilities that expressly survive the termination of this Agreement. Closing shall be adjourned to accommodate Buyer’s five (5) Business Day election periodSection 4.2(a). If Buyer shall fail fails to notify Sellers give Seller notice of its election within the time set forth in writing of Buyer’s election under the preceding sentence within such five (5) Business Day periodprevious sentence, Buyer shall be deemed to have elected to accept the conveyance of the Property under clause (i) above. If waive such Additional Title Defect constitutes a default by a Seller under this Agreement, then the provisions of Section 11.1.1 shall governObjections.

Additional Title Objections. Notwithstanding the foregoing, if after the expiration of the Due Diligence Period, Seller will cause the Title Company shall raise Commitment to be renewed and updated from time to time, as necessary to keep the Title Commitment in full force and effect to and through the Closing Date. If any additional title exceptions or survey exceptions (other than Permitted Exceptions and Mandatory Cure Items) with respect to matters affecting the Real Property are revealed by any Seller’s Individual Property and first arising after the date update of the Title CommitmentCommitment or the Survey that were not included in the Title Review Items or the Existing Survey Review Items, Buyer shall have the right to send a “Notice of Title Objection” to such Seller, as applicable, within five (5) days of Buyer’s receipt thereof (but in no event after the Closing Date) objecting to such additional title exceptions, each of which items raised in a Notice of Title Objection shall be deemed to be Title Defects, and such Seller shall Purchaser will have five (5) days from after the later of receipt of such statement(s) to respond thereto. Closing shall be adjourned as necessary to accommodate such periods of time. Notwithstanding the foregoing, any additional title or survey matters identified by the Title Company in an updated Title Commitment that are or receipt of the Survey to object to such new matters (“Title Objections”) by written notice to Seller. If Seller does not specifically identified in receive from Purchaser a Notice of written notice specifying Title Objection Objections within such five (5) day period other than a Mandatory Cure Item period, then all of such new items shall also be deemed considered to be a “Permitted ExceptionExceptions” hereunder. If Buyer delivers a Notice of Title Objection within the applicable time periods referred to this Section 3.3 to a Seller with respect to such Seller’s Individual Property, such Seller shall have not be obligated to cure any of the rightTitle Objections or to incur any costs, but not the obligation, fees or expenses or initiate any action to cure or attempt to cure any such of the Title DefectObjections other than matters created by Seller in violation of any terms of this Agreement (“Seller Violation Matters”); however, Seller shall be obligated to cure/remove all Seller Violation Matters prior to Closing. Within In the event that Seller fails to cause all of the Title Objections to be cured or removed as exceptions to title within the earlier to occur of (i) fifteen (15) days after receipt of the Title Objections or (ii) the date that is five (5) days prior to the Closing Date, (the “Title Curative {N4542684.1} 8 Period”), then Purchaser may, as Purchaser’s sole and exclusive remedy, terminate this Agreement by delivering to Seller a written notice of termination within five (5) days after receipt the earlier of a Notice the expiration of the Title Objection, such Seller shall notify Buyer in writing whether such Seller elects to attempt to cure any such additional Title Defects. If a Seller elects to attempt to cure any such additional Title Defects, such Seller shall have until Curative Period or one (1) day before the Closing Date (the “Title Termination Period”). Alternatively, Purchaser may elect to attempt to remove, satisfy or cure purchase the same and for this purpose such Seller shall be entitled to a reasonable adjournment of the Closing, but in no event shall the adjournment exceed sixty (60) days. If a Seller elects not to cure any additional Title Defects, does not respond to a Notice of Title Objection, or if a Seller is unable to effect a cure of such additional Title Defects prior to the Closing Date and such Title Defect does not constitute a default by a Seller under this Agreement, then Buyer shall elect, within five (5) Business Days after (a) receipt of written notice from the applicable Seller that such Seller has elected not to cure any such additional Title Defects; (b) such 5-day period if the applicable Seller does not respond to a Notice of Title Objection, or (c) receipt of written notice from the applicable Seller that such Seller is unable to effect a cure of such additional Title Defects, as the case may be, one of the following options: (i) to accept a conveyance of such Seller’s Individual Property subject to all matters related to the - -5 - Permitted Exceptions Title Objections which have not been cured or removed. If Purchaser does not deliver to Seller a written notice of termination on or before the final day of the Title Termination Period, then Purchaser will be deemed to have waived the Title Objections and any additional Title Defects that such Seller is unwilling or unable to curePurchaser’s right of termination under this Section 4.04, and without reduction in such event all of the Purchase Price, in matters which case, such additional Title Defects were objected to by Purchaser shall be deemed to be a Permitted Exception; or (ii) to terminate this Agreement with respect to all of the Property and all Sellers by sending written notice thereof to Sellers, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall promptly be returned to Buyer by Escrow Agent, and thereafter no party hereto shall have any further rights, duties, obligations and/or liabilities under this Agreement except for those rights, duties, obligations and/or liabilities that expressly survive the termination of this Agreement. Closing shall be adjourned to accommodate Buyer’s five (5) Business Day election period. If Buyer shall fail to notify Sellers in writing of Buyer’s election under the preceding sentence within such five (5) Business Day period, Buyer shall be deemed to have elected to accept the conveyance of the Property under clause (i) above. If such Title Defect constitutes a default by a Seller Exceptions under this Agreement, then the provisions of Section 11.1.1 shall govern.