Common use of Removal of Unpermitted Exceptions Clause in Contracts

Removal of Unpermitted Exceptions. Seller may elect, by delivering written notice to Purchaser (“Seller Cure Notice”) no later than three (3) Business Days after the Effective Date, to cure any Unpermitted Exceptions by removing such Unpermitted Exception from title or causing the Title Company to waive or commit to affirmatively insure over such Unpermitted Exception at any time prior to the Closing. Seller’s failure to deliver a Seller Cure Notice shall be deemed Seller’s election not to cure any Unpermitted Exceptions. If Seller elects or is deemed to have elected not to cure any Unpermitted Exception(s) Purchaser shall have the option, to be exercised by delivery of written notice to Seller no later than three (3) Business Days prior to the Closing, to (i) terminate this Agreement, in which case Escrow Agent shall promptly refund the Earnest Xxxxx xo Purchaser upon Purchaser’s satisfaction of its obligations under Sections 4.1(c) and 7.1(b) and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) proceed to the Closing under this Agreement and accept title to the Real Property, subject to such uncured Unpermitted Exception(s) (which shall thereafter be deemed to be Permitted Exceptions), without any credit against the Purchase Price for any such uncured Unpermitted Exception(s). If Purchaser does not terminate this Agreement under clause (i) of the preceding sentence, Purchaser shall be deemed to have elected the option in clause (ii) of the preceding sentence. Seller shall have no obligation to cure any Unpermitted Exceptions, except that Seller shall, at or prior to the Closing: (a) cause to be removed any mortgages, deeds of trust or other security interests for any financing incurred by Seller, (b) cause to be removed any mechanic’s liens that first arise on title after the Effective Date for work performed at Seller’s request and for which Purchaser has not received a credit under Article X; (c) cause to be removed any other monetary or financial liens of a liquidated amount not to exceed $500,000 in the aggregate for all such liens, and (d) execute and deliver at the Closing all documents reasonably and customarily required by the Title Company in order to remove the “standard exceptions” in the owner’s title insurance policy to be issued at the Closing, including, but not limited to, the mechanic’s liens, possession, and unrecorded matters exceptions, and to insure the so-called “gap” between the effective date of the Title Commitment and the recordation of the Deed (subject to Seller’s right hereunder to elect not to cure Title Exceptions and Survey Defects that are not Unpermitted Exceptions). For purposes of clauses (b) and (c) of the prior sentence, “cause to be removed” shall include bonding off.

Removal of Unpermitted Exceptions. Seller shall have no obligation to cure any Unpermitted Exceptions, except for (i) mechanic's liens of up to, but not more than, Twenty-Five Thousand Dollars ($25,000.00) and any mortgages, deeds of trust or other security interests for any financing incurred by Seller which is not assumed by Purchaser under this Agreement, (ii) Taxes on Real Property or personal property which would be delinquent if unpaid as of Closing (except if to be paid by Manager under the Management Agreement), and (iii) Title Exceptions that may be removed by the execution and delivery of a customary affidavit of Seller in favor of the Title Company, in a form reasonably acceptable to Seller and not imposing additional liability on Seller. Anything herein to the contrary notwithstanding, Seller shall have no obligation to cure any mechanic's lien of more than $10,000.00. Seller may elect, by delivering written notice to Purchaser (“Seller Cure Notice”) no later than three (3) Business Days after the Effective Date, to cure any Unpermitted Exceptions by removing such Unpermitted Exception from title or causing the Title Company to waive or commit to affirmatively insure over such Unpermitted Exception at any time prior to the Closing. Seller’s failure to deliver a Seller Cure Notice shall be deemed Seller’s election not to cure any Unpermitted Exceptions. If Seller (i) elects or is deemed to have elected not to cure any Unpermitted Exception(s) (other than the Unpermitted Exceptions Seller is required to cure under this Section 4.2(d)) or (ii) determines, in its sole but commercially reasonably discretion, that it will not be able to cure any Unpermitted Exception(s) prior to Closing, Seller shall provide written notice to Purchaser of any such uncured Unpermitted Exception(s) (the "Failure to Cure Notice") within ten (10) days following Seller's receipt of Purchaser's Title Objection Letter (or, solely with respect to any Title Exceptions first arising of record after the effective date of the Title Commitment, prior to Closing), in which case Purchaser shall have the option, to be exercised by delivery of written notice to Seller no later than three within five (35) Business Days prior after delivery of the Failure to the ClosingCure Notice, to (i) terminate this Agreement, in which case Escrow Agent shall promptly refund the Earnest Xxxxx xo Purchaser upon entire Deposit to Purchaser’s satisfaction of its obligations under Sections 4.1(c) and 7.1(b) , and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) proceed to the Closing under this Agreement and accept title to the Real Property, subject to such uncured Unpermitted Exception(s) (which shall thereafter be deemed to be Permitted Exceptions), without any credit against the Purchase Price for any such uncured Unpermitted Exception(s). If Purchaser does not terminate this Agreement under clause (i) of the preceding sentencesentence within such five (5) Business Day period, Purchaser shall be deemed to have elected the option in clause (ii) of the preceding sentence. Seller shall have no obligation to cure any Unpermitted Exceptions, except that Seller shall, at or prior to the Closing: (a) cause to be removed any mortgages, deeds of trust or other security interests for any financing incurred by Seller, (b) cause to be removed any mechanic’s liens that first arise on title after the Effective Date for work performed at Seller’s request and for which Purchaser has not received a credit under Article X; (c) cause to be removed any other monetary or financial liens of a liquidated amount not to exceed $500,000 in the aggregate for all such liens, and (d) execute and deliver at the Closing all documents reasonably and customarily required by the Title Company in order to remove the “standard exceptions” in the owner’s title insurance policy to be issued at the Closing, including, but not limited to, the mechanic’s liens, possession, and unrecorded matters exceptions, and to insure the so-called “gap” between the effective date of the Title Commitment and the recordation of the Deed (subject to Seller’s right hereunder to elect not to cure Title Exceptions and Survey Defects that are not Unpermitted Exceptions). For purposes of clauses (b) and (c) of the prior sentence, “cause to be removed” shall include bonding off.

Removal of Unpermitted Exceptions. Seller shall have no obligation to cure any Unpermitted Exceptions, except for (i) any mortgages, deeds of trust or other security interests for any financing incurred by Seller which is not assumed by Purchaser under this Agreement, (ii) Taxes which would delinquent if unpaid at Closing, and (iii) any other Unpermitted Exceptions which may be removed by payment of a liquidated amount which in the aggregate does not exceed One Million and no/100 Dollars ($1,000,000.00). Seller may elect, by delivering written notice to Purchaser (“Seller Cure Notice”) no later than three (3) Business Days after the Effective Date, to cure any Unpermitted Exceptions by removing such Unpermitted Exception Exceptions from title or causing the Title Company to waive or commit to affirmatively insure over such Unpermitted Exception at any time prior on the Title Policy in a manner reasonably acceptable to the Closing. Seller’s failure to deliver a Seller Cure Notice shall be deemed Seller’s election not to cure any Unpermitted ExceptionsPurchaser and its lenders. If Seller (i) elects or is deemed to have elected not to cure any Unpermitted Exception(s) (other than the Unpermitted Exceptions Seller is required to cure under this Section 4.2(d)) or (ii) determines, in its sole discretion, that it will not be able to cure any Unpermitted Exception(s) prior to Closing, Seller shall provide written notice to Purchaser of any such uncured Unpermitted Exception(s) (the "FAILURE TO CURE NOTICE") within ten (10) Business Days of receipt of a Title Objection Letter, in which case Purchaser shall have the option, to be exercised by delivery of written notice to Seller no later than three within five (35) Business Days prior after delivery of the Failure to the ClosingCure Notice, to (i) terminate this Agreement, in which case Escrow Agent shall promptly refund the Earnest Xxxxx xo Purchaser upon Purchaser’s satisfaction of its obligations under accordance with Sections 4.1(c) 12.2 and 7.1(b) and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination12.3, or (ii) proceed to the Closing under this Agreement and accept title to the Real Property, subject to such uncured Unpermitted Exception(s) (which shall thereafter be deemed to be Permitted Exceptions), without any credit against the Purchase Price for any such uncured Unpermitted Exception(s). If Purchaser does not terminate this Agreement under clause (i) of the preceding sentencesentence within such five (5) Business Day period, Purchaser shall be deemed to have elected the option in clause (ii) of the preceding sentence. Seller shall have no obligation to cure any Unpermitted Exceptions, except that Seller shall, at or prior to the Closing: (a) cause to be removed any mortgages, deeds of trust or other security interests for any financing incurred by Seller, (b) cause to be removed any mechanic’s liens that first arise on title after the Effective Date for work performed at Seller’s request and for which Purchaser has not received a credit under Article X; (c) cause to be removed any other monetary or financial liens of a liquidated amount not to exceed $500,000 in the aggregate for all such liens, and (d) execute and deliver at the Closing all documents reasonably and customarily required by the Title Company in order to remove the “standard exceptions” in the owner’s title insurance policy to be issued at the Closing, including, but not limited to, the mechanic’s liens, possession, and unrecorded matters exceptions, and to insure the so-called “gap” between the effective date of the Title Commitment and the recordation of the Deed (subject to Seller’s right hereunder to elect not to cure Title Exceptions and Survey Defects that are not Unpermitted Exceptions). For purposes of clauses (b) and (c) of the prior sentence, “cause to be removed” shall include bonding off.

Removal of Unpermitted Exceptions. Seller may elect, by delivering written notice to Purchaser (“Seller Cure Notice”) shall have no later than three (3) Business Days after the Effective Date, obligation to cure or otherwise remove any Unpermitted Exceptions by removing such Unpermitted Exception from title or causing other Title Exceptions or Survey Defects, except for the Title Company to waive or commit to affirmatively insure over such Unpermitted Exception at following (the "Agreed Cure Items"): (i) any time and all real property taxes, personal property taxes and other assessments encumbering the Property for tax years prior to the Closingyear ofClosing; and (ii) any and all mortgages, financing statements, security interests, tax liens, judgment liens and mechanics' liens encumbering the Prope1ty and created by or filed against Seller which can be satisfied by payment of a liquidated sum, including, but not limited to, the TD Bank Mortgage (as defined in Section 7(n)). Seller’s failure to deliver a Seller The Agreed Cure Notice Items shall be cured and removed by Seller prior to Closing with or without objection by Buyer and shall in no event be deemed Seller’s election not to cure any Unpermitted Permitted Exceptions. If Seller elects not to cure or remove any Unpermitted Exceptions or other Title Exceptions or Survey Defects (other than the Agreed Cure Items and other exceptions that Seller is deemed required to have cure under Section 5(t)), Seller shall provide written notice to Buyer ofthe Unpermitted Exceptions and other Title Exceptions and Survey Defects, if any, that Seller has elected not to cure any Unpermitted Exception(sor remove (the "Seller's NPCHARI:1202914.2 EXECUTION VERSION Failure/Refusal to Cure Notice") Purchaser within ten (10) days after Seller's receipt ofBuyer's Title/Survey Objection Letter (said ten (10) day time period being referred to herein as the "First 10-day Response� Pe�iod"), in which case Buyer shall then have the option, to be exercised by delivery delive1y of written notice to Seller no later than three (3the "Buyer's Response to Seller's Failure/Refusal to Cure Notice") Business Days prior within ten (10) days after Buyer's receipt of the Seller's Failure/Refusal to Cure Notice (said ten (10) day time period being referred to herein as the Closing"Second 10-day Response Period"), to (ix) terminate this Agreement, in which case Escrow Agent the entire Deposit shall promptly refund the Earnest Xxxxx xo Purchaser upon Purchaser’s satisfaction be immediately returned to Buyer, and this Agreement shall, without further action ofthe parties, become null and void and of its obligations under Sections 4.1(c) no further force or effect and 7.1(b) and Seller and Purchaser no Party to this Agreement shall have no any further rights rights, obligations or obligations liabilities under this Agreement, except those which expressly survive such terminationfor their respective Surviving Obligations, ifany, or (iiy) proceed to the Closing under this Agreement and accept title to the Real Property, subject to such uncured or unremoved Unpermitted Exception(s) (which shall thereafter be deemed to be Permitted Exceptions), without any credit against the Purchase Price for any such uncured Unpermitted Exception(s). If Purchaser Seller does not timely provide a Seller's Failure/Refusal to Cure Notice to Buyer, then, upon the expiration ofthe First IO-day Response Period, Seller will be deemed to have elected (and, in effect, to have given notice of Seller's election) not to cure and remove any of the Unpermitted Exceptions. If Buyer does not timely provide or deliver a Buyer's Response to Seller's Failure/Refusal to Cure Notice, then, upon the expiration ofthe Second IO-day Response Period, Buyer shall be deemed to have elected (and, in effect, to have given notice of Buyer's election) to terminate this Agreement under clause (ix) of the preceding sentence, Purchaser and, in such event, the entire remaining balance ofthe Deposit shall be deemed immediately returned to have elected the option in clause (ii) of the preceding sentence. Seller Buyer, and this Agreement shall, without fu1ther action ofthe parties, become null and void and ofno further force or effect and no Party to this Agreement shall have no obligation to cure any Unpermitted Exceptionsfurther rights, obligations or liabilities under this Agreement, except that Seller shallfor their respective Surviving Obligations, at or prior to the Closing: (a) cause to be removed any mortgages, deeds of trust or other security interests for any financing incurred by Seller, (b) cause to be removed any mechanic’s liens that first arise on title after the Effective Date for work performed at Seller’s request and for which Purchaser has not received a credit under Article X; (c) cause to be removed any other monetary or financial liens of a liquidated amount not to exceed $500,000 in the aggregate for all such liens, and (d) execute and deliver at the Closing all documents reasonably and customarily required by the Title Company in order to remove the “standard exceptions” in the owner’s title insurance policy to be issued at the Closing, including, but not limited to, the mechanic’s liens, possession, and unrecorded matters exceptions, and to insure the so-called “gap” between the effective date of the Title Commitment and the recordation of the Deed (subject to Seller’s right hereunder to elect not to cure Title Exceptions and Survey Defects that are not Unpermitted Exceptions). For purposes of clauses (b) and (c) of the prior sentence, “cause to be removed” shall include bonding offifany.