Common use of Survey Matters Clause in Contracts

Survey Matters. Buyer shall have until the expiration of the Inspection Period (the "Survey Review Period") to review the Survey. If Buyer discovers any Survey Title Defects (as defined below), Buyer shall give written notice to Seller of the Survey Title Defects before the expiration of the Title Review Period. "Survey Title Defects" shall mean any encroachments, easements, overlaps or other survey matters which render title to the Real Property unmarketable, excluding (i) the Permitted Exceptions and (ii) all encroachments, easements, overlaps and other survey matters set forth on or disclosed by the Survey and/or the Prior Survey which were not timely objected to as Survey Title Defects by the Buyer in accordance with the terms of this Paragraph 5.4 before the expiration of the Survey Review Period. In the event Buyer notifies Seller in writing of any Survey Title Defects before the expiration of the Inspection Period, Seller shall have up to sixty (60) days from receipt of Buyer's written notice (the "Survey Cure Period") to cure the Survey Title Defects which have been noted by Buyer in its notice to Seller; provided that, Seller, in its sole discretion, shall determine whether it shall attempt to cure the Survey Title Defects (and the Closing Date shall be extended until the expiration of the Survey Cure Period if Seller elects to cure the Survey Title Defects). Seller will advise Buyer in writing whether it will attempt to cure the Survey Title Defects within ten (10) days of Seller's receipt of Buyer's written notice regarding the existence of said Survey Title Defects. Buyer specifically acknowledges that Seller shall not be obligated to cure the Survey Title Defects. Should Seller be unsuccessful in curing the Survey Title Defects before the expiration of the Survey Cure Period or should Seller be unwilling to cure the Survey Title Defects, Buyer shall elect within five (5) Business Days of the expiration of the Survey Cure Period or within five (5) Business Days of Buyer's receipt of Seller's notice that Seller is unable or unwilling to cure the Survey Title Defects, as applicable, to either (i) accept title to the Real Property as set forth on and disclosed by the Survey and proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price, or (ii) terminate this Agreement and demand a refund of the Deposit which shall be returned to Buyer, whereupon neither party shall have any further liability or obligations hereunder except for those liabilities and obligations which by the terms hereof expressly survive the termination of this Agreement. If there are no Survey Title Defects or if Seller is successful in curing the Survey Title Defects, then Seller and Buyer shall proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price. Also, if Buyer fails to object in writing to any Survey Title Defects before the expiration of the Survey Review Period, then such failure shall constitute Buyer's acceptance and approval of status of title to the Real Property as set forth on and disclosed by the Survey, such Survey Title Defects shall be deemed to be Permitted Exceptions, and Seller and Buyer shall proceed to close the Transaction pursuant to the Terms of this Agreement without a reduction in the Purchase Price.

Survey Matters. Buyer has ordered an ALTA/ACSM survey of the Real Property or an update of the ALTA/ACSM survey (if any) of the Real Property provided to Buyer by Seller as part of the Property Related Documents (in either case, the “Survey”) from a surveyor acceptable to Buyer, the cost of which shall be paid by Buyer. Upon completion of the Survey, Buyer will instruct the surveyor to promptly deliver a copy of the Survey to Seller and to Escrow Holder so that Escrow Holder may issue and deliver to Seller and Buyer as soon as practicable a supplemental preliminary title commitment (the “Supplemental ALTA Commitment”) which includes such additional exceptions as may be disclosed by the Survey (the “Survey Exceptions”). Not later than 5:00 p.m. EST on the fourth (4th) business day after Buyer’s receipt of the Supplemental ALTA Commitment or the tenth (10th) business day after the Effective Date, whichever occurs first, Buyer may provide Seller with written notice of any Survey Exceptions which Buyer disapproves. If Buyer gives Seller written notice of Buyer’s disapproval of any Survey Exceptions, Seller shall have until 5:00 p.m. EST on the second (2nd) business day after Seller’s receipt of Buyer’s written notice (of disapproval) to notify Buyer, in Seller’s sole discretion, (a) that Seller will remove such disapproved Survey Exceptions at Seller’s expense prior to the Closing or (b) that Seller will not remove such disapproved Survey Exceptions (and Seller’s failure to do either (a) or (b) shall be conclusively deemed to constitute Seller’s election not to remove any Survey Exceptions disapproved by Buyer). If Seller elects not to remove any disapproved Survey Exceptions, whether by giving notice thereof or failing to give notice, then Buyer shall have until 5:00 p.m. EST on the expiration fourth (4th) business day after Seller’s receipt of the Inspection Period aforesaid written notice of disapproval from Buyer to either (the "Survey Review Period"a) to review the Survey. If Buyer discovers any Survey Title Defects (as defined below), Buyer shall give terminate this Agreement by written notice to Seller of the Survey Title Defects before the expiration of the Title Review Period. "Survey Title Defects" shall mean any encroachments, easements, overlaps or other survey matters which render title to the Real Property unmarketable, excluding (i) the Permitted Exceptions and (ii) all encroachments, easements, overlaps and other survey matters set forth on or disclosed by the Survey and/or the Prior Survey which were not timely objected to as Survey Title Defects by the Buyer in accordance with the terms of this Paragraph 5.4 before the expiration of the Survey Review Period. In the event Buyer notifies Seller in writing of any Survey Title Defects before the expiration of the Inspection Period, Seller shall have up to sixty (60) days from receipt of Buyer's written notice (the "Survey Cure Period") to cure the Survey Title Defects which have been noted by Buyer in its notice to Seller; provided that, Seller, in its sole discretion, shall determine whether it shall attempt to cure the Survey Title Defects (and the Closing Date shall be extended until the expiration of the Survey Cure Period if Seller elects to cure the Survey Title Defects). Seller will advise Buyer in writing whether it will attempt to cure the Survey Title Defects within ten (10) days of Seller's receipt of Buyer's written notice regarding the existence of said Survey Title Defects. Buyer specifically acknowledges that Seller shall not be obligated to cure the Survey Title Defects. Should Seller be unsuccessful in curing the Survey Title Defects before the expiration of the Survey Cure Period or should Seller be unwilling to cure the Survey Title Defects, Buyer shall elect within five (5) Business Days of the expiration of the Survey Cure Period or within five (5) Business Days of Buyer's receipt of Seller's notice that Seller is unable or unwilling to cure the Survey Title Defects, as applicable, to either (ib) accept title subject to the Real Property as set forth on and disclosed disapproved Survey Exceptions. If Buyer gives Seller such written notice of termination prior to such time, then this Agreement shall thereupon terminate without further action by the parties. If by such time Buyer fails to give Seller written notice of Buyer’s acceptance of the disapproved Survey and proceed Exceptions or Buyer’ election to close the Transaction pursuant terminate this Agreement, such failure shall be conclusively deemed to the terms of this Agreement without a reduction in the Purchase Price, or (ii) constitute Buyer’s election not to terminate this Agreement and demand a refund of the Deposit which shall be returned to Buyer, whereupon neither party shall have any further liability or obligations hereunder except for those liabilities and obligations which by the terms hereof expressly survive the termination of this Agreement. If there are no Survey Title Defects or if Seller is successful in curing the Survey Title Defects, then Seller and Buyer shall proceed to close the Transaction pursuant to the terms of this Agreement without a reduction Section 4.3. Any Survey Exceptions approved by Buyer as provided in the Purchase Price. Also, if Buyer fails to object in writing to any Survey Title Defects before the expiration of the Survey Review Period, then such failure this Section 4.4 shall constitute Buyer's acceptance and approval of status of title to the Real Property as set forth on and disclosed by the Survey, such Survey Title Defects shall also be deemed to be “Permitted Exceptions, and Seller and Buyer shall proceed to close the Transaction pursuant to the Terms of this Agreement without a reduction in the Purchase Price”.

Survey Matters. Buyer shall have until the expiration of the Inspection Period (the "“Survey Review Period"”) to review the Survey. If Buyer discovers any Survey Title Defects (as defined below), Buyer shall give written notice to Seller of the Survey Title Defects before the expiration of the Title Review Period. "“Survey Title Defects" ” shall mean any encroachments, easements, overlaps or other survey matters which render title to the Real Property unmarketable, excluding (i) the Permitted Exceptions and (ii) all encroachments, easements, overlaps and other survey matters set forth on or disclosed by the Survey and/or the Prior Survey which were not timely objected to as Survey Title Defects by the Buyer in accordance with the terms of this Paragraph 5.4 before the expiration of the Survey Review Period. In the event Buyer notifies Seller in writing of any Survey Title Defects before the expiration of the Inspection Period, Seller shall have up to sixty (60) days from receipt of Buyer's ’s written notice (the "“Survey Cure Period"”) to cure the Survey Title Defects which have been noted by Buyer in its notice to Seller; provided that, Seller, in its sole discretion, shall determine whether it shall attempt to cure the Survey Title Defects (and the Closing Date shall be extended until the expiration of the Survey Cure Period if Seller elects to cure the Survey Title Defects). Seller will advise Buyer in writing whether it will attempt to cure the Survey Title Defects within ten (10) days of Seller's ’s receipt of Buyer's ’s written notice regarding the existence of said Survey Title Defects. Buyer specifically acknowledges that Seller shall not be obligated to cure the Survey Title Defects. Should Seller be unsuccessful in curing the Survey Title Defects before the expiration of the Survey Cure Period or should Seller be unwilling to cure the Survey Title Defects, Buyer shall elect within five (5) Business Days of the expiration of the Survey Cure Period or within five (5) Business Days of Buyer's ’s receipt of Seller's ’s notice that Seller is unable or unwilling to cure the Survey Title Defects, as applicable, to either (i) accept title to the Real Property as set forth on and disclosed by the Survey and proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price, or (ii) terminate this Agreement and demand a refund of the Deposit which shall be returned to Buyer, whereupon neither party shall have any further liability or obligations hereunder except for those liabilities and obligations which by the terms hereof expressly survive the termination of this Agreement. If there are no Survey Title Defects or if Seller is successful in curing the Survey Title Defects, then Seller and Buyer shall proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price. Also, if Buyer fails to object in writing to any Survey Title Defects before the expiration of the Survey Review Period, then such failure shall constitute Buyer's ’s acceptance and approval of status of title to the Real Property as set forth on and disclosed by the Survey, such Survey Title Defects shall be deemed to be Permitted Exceptions, and Seller and Buyer shall proceed to close the Transaction pursuant to the Terms of this Agreement without a reduction in the Purchase Price.

Survey Matters. Buyer shall have until Should the expiration of the Inspection Period (the "Existing Survey Review Period") to review the Survey. If Buyer discovers contain any Survey Title Defects (as defined below)encumbrances, Buyer shall give written notice to Seller of the Survey Title Defects before the expiration of the Title Review Period. "Survey Title Defects" shall mean any encroachments, easements, overlaps encroachments or other survey matters defects (collectively “Existing Survey Matters”) which render title are not acceptable to the Real Property unmarketable, excluding (i) the Permitted Exceptions and (ii) all encroachments, easements, overlaps and other survey matters set forth on or disclosed by the Survey and/or the Prior Survey which were not timely objected to as Survey Title Defects by the Buyer in accordance with the terms of this Paragraph 5.4 before the expiration of the Survey Review Period. In the event its sole discretion, Buyer notifies Seller in writing of any Survey Title Defects before shall, prior to the expiration of the Inspection Period, notify Seller shall have up if any such Existing Survey Matters are unacceptable. In addition, if Buyer obtains a New Survey, should the New Survey contain any encumbrances, encroachments or other survey defects which do not appear on the Prior Survey (collectively, “New Survey Matters”) and which are not acceptable to sixty (60) days from receipt of Buyer's written notice (the "Survey Cure Period") to cure the Survey Title Defects which have been noted by Buyer in its notice to Seller; provided that, Seller, in its sole discretion, shall determine whether it shall attempt Buyer shall, prior to cure the Survey Title Defects (and the Closing Date shall be extended until the expiration of the Inspection Period, notify Seller if any such New Survey Cure Period Matters are unacceptable (the Existing Survey Matters and the New Survey Matters are referred to collectively as “Survey Matters”). If Buyer does not obtain a New Survey or if Buyer fails to so notify Seller elects of any unacceptable Survey Matters as described above, all Survey Matters shall be deemed accepted by Buyer. If any Survey Matters are unacceptable to Buyer and Buyer timely notifies Seller in writing of such fact as above provided, Seller, in Seller’s sole discretion, shall have five (5) days from the date Seller receives notice of such unacceptable Survey Matters (the “Seller Response Deadline”) to elect to either cure such Survey Matters as a condition to closing, or refuse to cure the such Survey Title Defects)Matters. Seller will advise shall be deemed to have given notice to Buyer that Seller refuses to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, prior to the Seller Response Deadline, shall notify Buyer in writing whether it that Seller will attempt to cure the such unacceptable Survey Title Defects within ten (10) days of Seller's receipt of Buyer's written notice regarding the existence of said Survey Title DefectsMatters. Buyer specifically acknowledges that If Seller shall not be obligated refuses to cure said unacceptable Survey Matters within the Survey Title Defects. Should Seller be unsuccessful in curing the Survey Title Defects time period provided, Buyer may (a) terminate this Agreement on or before the expiration of the Survey Cure Period or should Seller be unwilling to cure the Survey Title Defects, Buyer shall elect within date which is five (5) Business Days of days after the expiration of the Survey Cure Period or within five (5) Business Days of Buyer's receipt of Seller's notice that Seller is unable or unwilling to cure the Survey Title Defects, as applicable, to either (i) accept title to the Real Property as set forth on Response Deadline and disclosed by the Survey and proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price, or (ii) terminate this Agreement and demand a refund of the Deposit which shall be returned to Buyer, whereupon neither party or (b) waive such Survey Matters and accept title subject thereto, in which event there shall have any further liability or obligations hereunder except for those liabilities and obligations which by be no reduction in the terms hereof expressly survive the termination of Purchase Price if Closing occurs in accordance with this Agreement. If there are no Seller shall elect to cure any Survey Title Defects or if Seller Matter that is successful in curing the Survey Title Defects, then Seller and Buyer shall proceed to close the Transaction pursuant to the terms of this Agreement without not a reduction in the Purchase Price. AlsoPermitted BUSDOCS/1447877.5 Exception (as defined below), if Buyer fails necessary, the Date of Closing may be extended by Seller for up to object in writing twenty (20) days to any Survey Title Defects before the expiration of the Survey Review Period, then allow Seller to attempt to cure such failure shall constitute Buyer's acceptance and approval of status of title to the Real Property as set forth on and disclosed by the Survey, such Survey Title Defects shall be deemed to be Permitted Exceptions, and Seller and Buyer shall proceed to close the Transaction pursuant to the Terms of this Agreement without a reduction in the Purchase Pricesurvey matter.