Common use of New Exception Clause in Contracts

New Exception. If, after the Effective Date, there is an update of the Title Commitment (defined below) or Survey (as defined in the Company Disclosure Letter) which first discloses an exception other than those existing in the Title Commitment or Survey, arising after the Effective Date (a “New Exception”), then, except to the extent that such New Exception is a Permitted Exception (as defined in Section 3.2 below) (except it is expressly agreed that Purchaser may object to a New Exception that is a Permitted Exception under numbers 7 (if created by Seller), 8 and 9 listed on Exhibit F-2 to the Company Disclosure Letter, unless such New Exception is caused by or through Purchaser or does not materially and adversely affect Purchaser or the Property), Purchaser shall have the right to deliver a notice to Sellers (a “Title Notice”) objecting to such New Exception within three (3) Business Days after delivery to Purchaser of the updated Title Commitment or Survey that discloses the New Exception, and, unless such New Exception constitutes a Mandatory Cure Matter (as defined in Section 3.2 below), Sellers shall have the right for a period of three (3) Business Days after delivery of Purchaser’s Title Notice to Sellers (“Seller Response Period”) to provide written notice to Purchaser (“Sellers’ Response”) specifying whether or not Sellers elect, by the Closing Date, to cause Title Insurer (as defined in Section 3.2 below) to remove or endorse over any New Exception raised in Purchaser’s Title Notice, it being understood that, except for the Mandatory Cure Matters (as hereinafter defined), which Sellers shall be obligated to cure (or to cause to be cured) on or before the Closing, Sellers may, but shall not be required to, cause Title Insurer to remove or endorse over any New Exception raised in Purchaser’s Title Notice. If Sellers fail to provide Sellers’ Response within the Seller Response Period, Sellers will be deemed to have elected not to cause Title Insurer to remove or endorse over any such New Exception. If Sellers elect, or are deemed to have elected, not to cause Title Insurer to remove or endorse over one or more matters or exceptions to which Purchaser has objected in its Title Notice, then on or prior to the date that is three (3) Business Days after the expiration of the Seller Response Period, Purchaser shall deliver to Sellers written notice that Purchaser has elected to either (1) waive the matters or exceptions which Sellers have elected, or been deemed to have elected, not to cause Title Insurer to remove or endorse over (in which event such matters or exceptions shall be Permitted Exceptions and Purchaser will close in accordance with the terms of this Agreement), or (2) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. Further, if Sellers elect to cause Title Insurer to remove or endorse over any matters or exceptions and fails to do so on or before the Closing Date (provided that Seller may extend the Closing Date for such period as shall be reasonably required to cause Title Insurer to remove or endorse over such matters and exceptions (but not exceeding thirty (30) days)), Purchaser shall have the option, as its sole and exclusive remedy, to either (i) waive the unsatisfied objections (in which event such matters or exceptions shall be Permitted Exceptions) and close, or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, at which time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement, except for those which expressly survive termination of this Agreement. If Purchaser fails to timely deliver a Title Notice with respect to any New Exception, then, except for any Mandatory Cure Matter, such New Exception shall be deemed to be a Permitted Exception.