Survey. Seller has furnished Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.
Appears in 11 contracts
Samples: Purchase and Sale Agreement (Capital Realty Investors Ii LTD Partnership), Purchase and Sale Agreement (Berkshire Income Realty Inc), Purchase and Sale Agreement (Capital Realty Investors Ii LTD Partnership)
Survey. Seller has furnished Buyer with During the Due Diligence Period, the County, at the County’s expense, shall obtain a copy new plat of survey, which plat shall be prepared by a Georgia registered land surveyor, which plat shall show the acreage contained within the bounds of the most recent as-built survey Property calculated to the nearest 1/100th of an acre (the "New Plat"). The parties acknowledge that the boundaries of the Real Property in Seller’s possession (tracts to be conveyed to the “Prior Survey”)County and the Seller may be adjusted slightly based on the New Plat. If the New Plat reflects any title defects objectionable to the County, and the County may give notice to Seller thereof on or before the expiration of the Inspection Due Diligence Period, Buyer may obtain a current as-built survey . Seller shall have five (the “New Survey”5) days from receipt of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other County's notice of survey defects (collectively the “Survey Matters”) matters in which are not acceptable to Buyer in its sole discretion, Buyer shall, prior deliver to the expiration of County either a binding agreement to remedy such matters at its expense on or before the Inspection Period, notify Closing Date (as such term is hereinafter defined) or a notice that Seller of declines to remedy such exceptionsmatters. If Buyer Seller fails timely to so notify deliver the agreement referred to in the preceding sentence, Seller of any unacceptable Survey Matters as described above, all Survey Matters shall be deemed accepted to have declined to remedy the matters of survey raised by Buyerthe County. If any Survey Matters are unacceptable In the event Seller declines to Buyer and Buyer timely notifies Seller in writing remedy the matters of such fact as provided abovesurvey raised by the County, Seller, in its sole discretion, the County shall have fifteen (15) days from the date Seller receives so declines in which to either: (i) terminate this Contract by giving written notice to Seller; in which event Escrow Agent shall refund the Xxxxxxx Money to the County (less $50.00 which shall be paid to Seller as consideration for granting the County the right to terminate this Contract), and, except for items which expressly survive termination of this Contract, the parties hereto shall have no further rights, obligations or liabilities to each other hereunder, or (ii) waive any such unacceptable Survey Matters survey matter in which event this Contract shall remain in full force and effect without change in the terms hereof, except that such survey matters shall be additional Permitted Encumbrances. In the event the County fails to cure such Survey Matters to Buyer’s reasonable satisfaction. notify Seller of its election hereunder, the County 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, within such fifteen elected option (15i) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate and this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit Contract shall be returned terminated except as expressly provided herein. In such event Escrow Agent shall, subject to Buyerthe terms of this Contract, refund the Xxxxxxx Money to the County and, except as expressly provided herein, neither party shall have any further liability or (b) if Buyer fails obligation to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Priceeach other hereunder.
Appears in 4 contracts
Samples: Purchase and Sales Contract, Purchase and Sales Contract, Purchase and Sales Contract
Survey. Seller has furnished Buyer with Upon the parties’ execution of this Option Agreement, the City shall provide to GEC and the Tribe a copy of all existing surveys on the most recent as-built Land within its possession. No later than ninety (90) days after the Effective Date hereof, GEC and the Tribe shall obtain, at their expense, a current survey of the Real Property Land prepared by a registered professional land surveyor licensed within the Commonwealth ("Survey"). Within fifteen (15) business days after GEC’s and the Tribe’s receipt of such Survey (it being agreed that a full, correct and complete copy of such Survey shall be promptly provided by GEC and the Tribe to the City upon GEC’s and the Tribe’s receipt of same), GEC and the Tribe shall notify the City in Seller’s possession writing of any adverse matters affecting the Land shown in the Survey to which GEC or the Tribe objects (the “Prior SurveySurvey Objections”). The City shall have a reasonable time to cure any Survey Objections, but the City shall have the option of declining to cure any Survey Objection by providing written notice thereof to GEC within sixty (60) days after receipt of GEC’s written notice of such Survey Objections, and on if the City declines to cure any Survey Objection or before does not cure any Survey Objections that it has agreed to cure, GEC shall have the right either to waive such Survey Objections in writing and take title to the Land subject to such Survey Objections which shall be considered “Permitted Survey Exceptions” or to terminate this Option Agreement within fifteen (15) business days after the earlier to occur of the expiration of the Inspection Period, Buyer may obtain a current as-built survey (Option Term or receiving written notice from the “New Survey”) City of the Real Property by a registered land surveyor. Should City declining to cure any such Survey Objections, it being agreed that, in the Prior Survey or event that (a) GEC and the New Survey contain any encumbrances, encroachments or other survey defects (collectively Tribe timely notify the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller City of any unacceptable Survey Matters as described aboveObjections, 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 provided above, Seller, in its sole discretion, shall have fifteen (15b) days from the date Seller receives notice of such unacceptable Survey Matters City declines to cure any such Survey Matters Objections, and (c) GEC and the Tribe fail thereafter to Buyer’s reasonable satisfaction. Seller timely terminate this Option Agreement, then GEC and the Tribe shall be deemed to have given notice waived such Survey Objections and shall take title to Buyer that Seller refuses the Land subject to cure any unacceptable such Survey MattersObjections. If this Option Agreement is terminated pursuant to this Section 3.3, which Seller may so do in its sole discretionneither GEC and the Tribe, unless Selleron the one hand, within such fifteen (15) day periodnor the City on the other, shall notify Buyer have any further liability to the other except as expressly provided in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase PriceOption Agreement.
Appears in 3 contracts
Samples: Option to Purchase, Intergovernmental Agreement, Intergovernmental Agreement
Survey. Seller has furnished Buyer with a copy Purchaser Parties shall cause to be prepared, at the expense of the most recent as-built survey Seller Parties, a current ALTA/ACSM Land Title Survey of the Real Property, prepared by a duly licensed land surveyor. The survey shall be currently dated, shall show the location on the Real Property in Seller’s possession (of any improvements, fences, evidence of abandoned fences, ponds, creeks, streams, rivers, easements, roads, rights-of-way, means of ingress and egress, location of all utilities serving the “Prior Survey”)Real Property, and on or before the expiration encroachments, and shall contain a legal description of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) boundaries of the Real Property by a registered land surveyormetes and bounds and the appropriate flood zone designation and the total number of acres constituting the Real Property. Should The surveyor shall certify to the Prior Survey Purchaser Parties and to the Title Company that the survey is correct and that there are no visible discrepancies, conflicts, encroachments, overlapping of improvements, fences, evidence of abandoned fences, ponds, creeks, streams, rivers, easements, roads or rights-of-way except as are shown on the New Survey contain survey plat. Any and all matters shown on such survey shall be legibly identified by appropriate volume and page recording references with dates of recording noted. If Purchaser Parties shall disapprove such survey for any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer reason in its Purchaser Parties' sole discretion, Buyer shallPurchaser Parties may either (i) treat such objection as a title objection and request that it be cured, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen or (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (aii) terminate this Agreement on and the parties hereto shall have no further liability or before obligations hereunder, expect as otherwise expressly set forth herein. If the Seller Parties are unable to cure any objection to the survey within ten (10) business days after following delivery of notice to the later of the date of Seller’s Seller Parties thereof, then Purchaser Parties may terminate this Agreement upon written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase PriceSeller Parties.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Medical Properties Trust Inc), Purchase and Sale Agreement (Medical Properties Trust Inc), Purchase and Sale Agreement (Medical Properties Trust Inc)
Survey. Seller has furnished provided Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Existing Survey”). Buyer, at Buyer’s cost and on or before expense, has obtained an updated “as-built” survey of the Property (the “Updated Survey”). As used herein, “Survey” shall mean, collectively, the Existing Survey and Updated Survey. Buyer shall have until the expiration of the Inspection Period, Buyer may obtain a current as-built survey (Period to approve or disapprove matters disclosed by the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable and to Buyer in its sole discretion, Buyer shall, prior give written notice to the expiration of the Inspection Period, notify Seller of such exceptionsany disapproval thereof, indicating in reasonable detail the nature and reasons for Buyer’s objection. If Buyer fails to so notify Seller timely give notice of any unacceptable disapproval of matters disclosed by the Existing Survey Matters or Updated Survey as described aboveset forth above (or fails to timely obtain an Updated Survey), all matters disclosed by the Existing Survey Matters and Updated Survey (or that could have been disclosed by a current, accurate as-built ALTA survey if the Updated Survey was not timely obtained) shall be deemed accepted by Buyer. If any Survey Matters are unacceptable to Buyer and In the event Buyer timely notifies Seller in writing of such fact as provided aboveBuyer’s disapproval of matters disclosed by the Survey, Seller, in its sole discretion, Seller may elect (but shall have fifteen no obligation whatsoever) to attempt to cure any disapproved matter within thirty (1530) days from the date Seller receives notice receipt of such unacceptable notice (the “Survey Matters Cure Period”), in which event the Closing, if it otherwise is scheduled to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller occur earlier, shall be deemed to have given extended until the earlier of thirty (30) days after receipt of such notice to Buyer that Seller refuses to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen or five (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (105) business days after such matter is cured. Within five (5) business days after receiving Buyer’s notice (the later “Seller’s Survey Notice Period”), Seller shall notify Buyer if Seller intends to attempt to effectuate such cure. In the event that Seller gives notice during the Seller’s Survey Notice Period that Seller elects not to attempt to effectuate cure of the date survey objections, or if Seller fails to give notice during the Seller’s Survey Notice Period of Seller’s written intention to attempt to effectuate such cure, then Buyer may, within two (2) business days after Seller’s notice, or if no notice furnished to Buyer as described above or is given, the expiration of the aforesaid fifteen (15) day Seller’s Survey Notice Period, terminate this Agreement by notice period afforded Sellerto Seller in which event the Deposit, and the Deposit all interest earned thereon, shall be returned to Buyer, or (b) provided if Buyer fails to does not timely so terminateterminate this Agreement, Buyer shall be deemed to waive have waived objection to any such Survey Matters survey matter and agreed to accept title subject thereto, without reduction in the Purchase Price. In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Survey Cure Period, in which event there the Deposit, and all interest earned thereon, shall be no returned to Buyer, provided if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Survey Cure Period, Buyer shall be deemed to have waived objection to any such survey matter and agreed to accept title subject thereto, without reduction in the Purchase Price.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Industrial Income Trust Inc.)
Survey. Seller has furnished Buyer with a copy of the most recent may, at Buyer’s cost and expense, obtain an ALTA “as-built built” survey of the Real Property in Seller’s possession (the “Prior Survey”). Buyer shall have until the expiration of the Inspection Period within which to examine the Survey. If Buyer objects to any matter disclosed on the Survey, Buyer shall, within such time period, notify Seller in writing, indicating in reasonable detail the nature and on reasons for Buyer’s objection. In the event Buyer so notifies Seller of Buyer’s disapproval of any such matter, Seller may elect (but shall have no obligation whatsoever) to attempt to cure any disapproved matter within thirty (30) days from receipt of such notice (the “Survey Cure Period”), in which event the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of thirty (30) days after receipt of such notice or before three (3) business days after such matter is cured. Prior to the expiration of the Inspection Period, Seller shall notify Buyer may obtain if Seller intends to attempt to effectuate such cure, provided that if Seller makes no election, it shall be deemed to have elected not to cure. If Buyer does not terminate this Agreement during the Inspection Period, Buyer shall be deemed to have waived objection to any matter shown on the Survey or any matter which a current as-built survey (the “New Survey”) physical inspection of the Real Property as of the date hereof would have revealed, and agreed to accept title subject thereto, without reduction in the Purchase Price. In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure within the Survey Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Survey Cure Period, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Survey Cure Period, Buyer shall be deemed to have waived objection to any such survey matter and agreed to accept title subject thereto, without reduction in the Purchase Price. Buyer shall be deemed to have approved (and shall take title subject to) any matters which could be depicted by a registered land surveyor. Should survey of the Prior Survey or Property as of the New Survey contain any encumbrancesdate of the Survey, encroachments or other survey defects (collectively the “Survey Matters”) and which are matters were not acceptable objected to by Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (KBS Real Estate Investment Trust, Inc.)
Survey. Seller has furnished provided Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Existing Survey”). Buyer has, at Buyer’s cost and on or before expense, obtained an updated “as-built” survey of the Property (the “Updated Survey”). As used herein, “Survey” shall mean the Existing Survey, and, if the Updated Survey is obtained, “Survey” shall mean, collectively, the Existing Survey and Updated Survey. Buyer shall have until the expiration of the Inspection Period, Buyer may obtain a current as-built survey (Period to approve or disapprove matters disclosed by the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable and to Buyer in its sole discretion, Buyer shall, prior give written notice to the expiration of the Inspection Period, notify Seller of such exceptionsany disapproval thereof, indicating in reasonable detail the nature and reasons for Buyer’s objection. If Buyer fails to so notify Seller timely give notice of any unacceptable disapproval of matters disclosed by the Existing Survey Matters or Updated Survey as described aboveset forth above (or fails to timely obtain an Updated Survey), all matters disclosed by the Existing Survey Matters and Updated Survey (or that could have been disclosed by a current, accurate as-built ALTA survey if the Updated Survey was not timely obtained) shall be deemed accepted by Buyer. If any Survey Matters are unacceptable to Buyer and In the event Buyer timely notifies Seller in writing of such fact as provided aboveBuyer’s disapproval of matters disclosed by the Survey, Seller, in its sole discretion, Seller may elect (but shall have fifteen no obligation whatsoever) to attempt to cure any disapproved matter within thirty (1530) days from the date Seller receives notice receipt of such unacceptable notice (the “Survey Matters Cure Period”), in which event the Closing, if it otherwise is scheduled to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller occur earlier, shall be deemed to have given extended until the earlier of thirty (30) days after receipt of such notice to Buyer that Seller refuses to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen or five (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (105) business days after such matter is cured. Within five (5) business days after receiving Buyer’s notice (the later “Seller’s Survey Notice Period”), Seller shall notify Buyer if Seller intends to attempt to effectuate such cure. In the event that Seller gives notice during the Seller’s Survey Notice Period that Seller elects not to attempt to effectuate cure of the date survey objections, or if Seller fails to give notice during the Seller’s Survey Notice Period of Seller’s written intention to attempt to effectuate such cure, then Buyer may, within two (2) business days after Seller’s notice, or if no notice furnished to Buyer as described above or is given, the expiration of the aforesaid fifteen (15) day Seller’s Survey Notice Period, terminate this Agreement by notice period afforded Sellerto Seller in which event the Deposit, and the Deposit all interest earned thereon, shall be returned to Buyer, or (b) provided if Buyer fails to does not timely so terminateterminate this Agreement, Buyer shall be deemed to waive have waived objection to any such Survey Matters survey matter and agreed to accept title subject thereto, without reduction in the Purchase Price. In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Survey Cure Period, in which event there the Deposit, and all interest earned thereon, shall be no returned to Buyer, provided if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Survey Cure Period, Buyer shall be deemed to have waived objection to any such survey matter and agreed to accept title subject thereto, without reduction in the Purchase Price.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Industrial Income Trust Inc.)
Survey. Seller has furnished (a) Buyer with shall have the right to obtain a copy of the most recent as-built new survey of the Real Property in Seller’s possession (as contemplated as of the Effective Date) during the Investigation Period (the “"Preliminary Survey"). Prior to the expiration of the Investigation Period, time being of the essence, Buyer shall provide to Seller any objections to the boundaries and legal description of the Property (as contemplated as of the Effective Date) and all easements, encroachments, improvements and other matters shown on the Preliminary Survey”, in writing (the "Survey Objections"). If Buyer fails to object timely, then the Property's easements, encroachments, improvements as reflected on the Preliminary Survey and all other matters reflected on the Preliminary Survey (other than the boundaries and legal description) shall be deemed approved by Buyer. If the Survey Objections are timely made, Seller will use commercially reasonable efforts to cure the matters covered by the Survey Objections on or before the date which is thirty (30) days from the expiration of the Inspection PeriodPeriod or will advise Buyer, Buyer may obtain a current as-built survey (in writing, of Seller’s election not to so cure. If Seller is unable or unwilling to cure the “New Survey”) of matters covered by the Real Property by a registered land surveyor. Should the Prior Survey Objections on or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not before such date upon terms acceptable to Buyer in its Buyer's sole and absolute discretion, Buyer shallthen Seller, in writing prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen date which is thirty (1530) days from the date expiration of the Inspection Period shall so notify Buyer and Buyer, within five (5) Business Days from receipt of Seller's notice, time being of the essence, shall, in writing, either (a) waive such of the Survey Objections as Seller receives notice of such unacceptable Survey Matters shall have been unable or unwilling to cure such Survey Matters (without a reduction in the Purchase Price) or (b) cancel this Agreement, whereupon, the Xxxxxxx Money Deposit shall be returned to Buyer’s reasonable satisfactionBuyer and all rights and liabilities arising hereunder shall automatically terminate, with the exception of the obligations which expressly survive termination of this Agreement. Seller If Buyer does not provide its election notice timely, then Buyer shall be deemed to have given notice waived such uncured Survey Objections and to Buyer that Seller refuses have elected to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within proceed with the time period above provided, Buyer may (a) terminate Transaction on the terms and conditions of this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase PriceAgreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (CNL Growth Properties, Inc.)
Survey. Seller has furnished Buyer with shall have the right, if it so elects, at Buyer’s expense, to order a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyorProperty. Should On or before the Prior day that is ten (10) business days prior to expiration of the Due Diligence Period, Buyer shall have the right to notify Seller in writing (“Buyer’s Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey MattersObjection Notice”) of any objections Buyer may have to items contained in the Survey. Seller shall have a period of five (5) business days after receipt of Buyer’s Survey Objection Notice in which are not acceptable to deliver written notice to Buyer in its sole discretion, Buyer shall, (“Seller’s Survey Notice”) of Seller’s election to either (i) agree to address the objectionable items prior to the expiration Close of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 Escrow in writing of such fact as provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters a manner reasonably satisfactory to Buyer, or (ii) decline to address such survey items. In the event Seller does not timely issue Seller’s reasonable satisfaction. Survey Notice, Seller shall be deemed to have given notice elected to Buyer that Seller refuses decline to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, within address such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matterssurvey items. If Seller fails notifies, or refuses is deemed to cure said unacceptable Survey Matters within the time period above providedhave notified, Buyer may of its election to decline to address the objectionable items, Buyer shall have the right, by written notice delivered to Seller within five (a5) days after Buyer’s receipt of Seller’s Survey Notice (or five (5) days after the date Seller was required to deliver Seller’s Survey Notice in the event Seller fails to do so), to either (x) agree to accept the Property subject to the objectionable items, in which event Buyer shall take title at the Close of Escrow subject to such objectionable items or (y) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded SellerAgreement, and whereupon, the Deposit shall be returned delivered to BuyerBuyer and, subject to any obligations which expressly survive termination of this Agreement, this Agreement shall terminate, and thereupon neither party shall have any further rights or (b) if obligations to the other hereunder. In the event the Buyer fails to so terminatetimely respond to Seller’s Survey Notice, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in have elected to proceed under clause (x) of the Purchase Pricepreceding sentence.
Appears in 2 contracts
Samples: HTM Purchase and Sale Agreement and Escrow Instructions, Purchase and Sale Agreement And (Paladin Realty Income Properties Inc)
Survey. Purchaser has approved the survey ("Existing Survey") for each of the Properties and all matters shown thereon, which surveys are identified on Schedule J-1 attached hereto. Prior to the Closing in respect of each Property, Seller has furnished Buyer with shall have a survey prepared by the Surveyor for such Property so as to locate all Improvements thereon ("Building Location Survey") and to be certified as of a date no earlier than thirty (30) days prior to the Closing Date. Seller shall use commercially reasonable efforts to have the Surveyor's Certificate conform to the form of certificate contained in Schedule J hereto and to ensure that the Building Location Survey meets the survey requirements set forth in such Schedule J. A copy of the most recent as-built survey Building Location Survey shall be furnished by Seller to Purchaser when received by Seller. Within fifteen (15) Business Days after receipt of the Real Building Location Survey with respect to any Property, the Purchaser shall give the Seller notice of any matters shown thereon (other than the Permitted Encumbrances and any matters shown on the Existing Survey for such Property) which adversely affect such Property in Seller’s possession (the “Prior Survey”)any material respect, for which Purchaser is unable to obtain affirmative insurance at no cost, and as to which the Purchaser reasonably objects. If, for any reason, the Seller is unable or unwilling to take such actions as may be required to remedy the objectionable matters or pay for the cost to obtain affirmative insurance over the objectionable matter, the Seller shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the Seller to give such notice within fifteen (15) Business Days after Seller's receipt of the Purchaser's notice of objection shall be deemed an election by the Seller not to remedy such matters. If the Seller shall be unable or unwilling to remove (or pay the cost of insuring over same) any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (A) to terminate this Agreement with respect to the affected Property, in which event this Agreement shall terminate and be of no further force or effect with respect to the affected Property and Seller shall reimburse to Purchaser the Purchaser's expenses incurred in respect of such affected Property, not to exceed $30,000 (and direct Escrow Agent to refund to Purchaser that portion of the Deposit allocable to the affected Property as provided in Section 10.3) or (B) to consummate the transactions contemplated hereby, notwithstanding such defect, without any abatement or reduction in the Allocable Purchase Price for the affected Property on account thereof. The Purchaser shall make any such election by written notice to the Seller given on or before prior to the fifth (5th) Business Day after the earlier of (x) Purchaser's receipt of the Seller's notice of its inability or unwillingness to cure (or pay the cost of insuring over) such defect and (y) the expiration of the Inspection Period15-Business Day period within which Seller is required to respond to Purchaser's notice of objection, Buyer may obtain a current as-built survey (the “New Survey”) time being of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior essence with respect to the expiration giving of such notice. Failure of the Inspection Period, notify Seller of Purchaser to give such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters notice within the time prescribed in the preceding sentence shall be deemed accepted an election by Buyer. If any Survey Matters are unacceptable the Purchaser to Buyer and Buyer timely notifies Seller proceed in writing of such fact as provided accordance with clause (B) above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (CNL Hospitality Properties Inc), Purchase and Sale Agreement (CNL Hospitality Properties Inc)
Survey. Within five (5) days after the Effective Date (as hereinafter defined), Seller has furnished shall furnish Buyer with a copy all boundary, topographic, as-built, or other surveys of the most recent as-built survey of the Real Property Land in Seller’s possession and a copy of Seller’s existing title policy with respect to the Land. Within forty-five (45) days after the Effective Date, Buyer shall obtain and deliver to Seller a commitment for title insurance on the Land, the Leasehold, and the Improvements issued by Buyer’s title company (“Title Commitment”) and, if desired by Buyer, a survey prepared for Buyer at its expense in accordance with the “Minimum Standard Detail Requirements for Land Title Surveys” jointly established and adopted by ALTA and NSPS (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have No later than fifteen (15) days from after the date later to be received of the Title Commitment and the Survey (or if such fifteenth day is not a business day, no later than the next business day following such fifteenth day), Buyer shall provide written notice to Seller receives of any matters shown by the Title Commitment or the Survey which are not satisfactory to Buyer, which notice (“Title/Survey Notice”) must specify the reason such matter(s) are not satisfactory. The parties then shall have until ten (10) days following Seller’s receipt of the Title/Survey Notice (the “Title Determination Date”) to make such arrangements or take such steps as they shall mutually agree to satisfy Buyer’s objection(s); provided, however, that Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title or survey objections, and Seller shall not be deemed to have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Buyer given or entered into on or prior to the Title Determination Date and which recites that it is in response to a Title/Survey Notice. In addition, to the extent that a matter shown by the Title Commitment or Survey is in the form of a lien to secure a borrowing of monies by Seller, or is any other voluntary monetary lien permitted by Seller as evidenced by Seller’s execution of such unacceptable Survey Matters lien instrument, or is a mechanic’s lien for labor or materials provided to the Land, or is a judgment lien against Seller (each, a “Required Item”), then notwithstanding anything to the contrary set forth in this Agreement, Seller shall be obligated to cure such Survey Matters matter on or before the Date of Closing (provided Seller may use the proceeds of the Purchase Price payable to Seller at Closing to effect a cure thereof). Buyer’s reasonable satisfactionsole right with respect to any Title Commitment or Survey matter to which it objects in a Title/Survey Notice, as applicable, given in a timely manner shall be to elect on or before 6:00 p.m. PST on the second business day following the Title Determination Date to terminate this Agreement. All matters shown in the Title Commitment (except Required Items) and/or Survey with respect to which Buyer fails to give a Title/Survey Notice, as applicable, on or before the last date for so doing, or with respect to which a timely Title/Survey Notice, as applicable, is given but Seller fails to undertake an express obligation to cure as provided above, shall be deemed to have be approved by Buyer as “Permitted Encumbrances”, subject, however, to Buyer’s termination right provided in Section 11(c) hereof. Any matters affecting title to the Property first arising after the date of the Title/Survey Notice shall be Permitted Encumbrances unless Buyer objects to the same by written notice given notice to Buyer that Seller refuses to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10five(5) business days after Buyer receives information concerning the later of same which is reasonably sufficient to permit Buyer to evaluate the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, nature and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Pricesubstance thereof.
Appears in 2 contracts
Samples: HTM Agreement for Sale and Purchase, Agreement for Sale and Purchase (Tower Park Marina Investors Lp)
Survey. Seller Purchaser has furnished Buyer received a survey with a copy of the most recent as-built survey of respect to ------ the Real Property in Seller’s possession (the “Prior "Survey”)") by a licensed surveyor in the jurisdiction in ------ which the Property is located, and on or before the expiration which (i) contains an accurate legal description of the Inspection PeriodProperty, Buyer may obtain a current as-built survey (ii) shows the “New Survey”location, dimension and description (including applicable recording information) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrancesall utilities, easements, encroachments and other physical matters affecting the Property, the number of striped parking spaces located thereon and all applicable building set-back lines, (iii) states whether the Property is located within a 100-year flood plain and (iv) is certified to Purchaser and the Title Company and such other persons as shall have been requested by Purchaser or Seller. Except as set forth in the Diligence Notice, Purchaser acknowledges and agrees that it does not have any other survey defects (collectively objections to any matter shown on the “Survey Matters”) which are not acceptable Survey. Seller acknowledges and agrees that Seller shall attempt to Buyer remedy the objections set forth in its sole discretion, Buyer shall, prior the Diligence Notice with respect to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfactionSurvey. Seller shall be deemed have the right to have given notice adjourn the Closing Date for up to Buyer that Seller refuses ninety (90) days pursuant to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, within Section 3.6 for such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters----------- purpose. If Seller fails or refuses shall be unable to cure said unacceptable Survey Matters within the time period above providedremove any such survey defect to which Purchaser has objected, Buyer Purchaser may elect (ai) to terminate this Agreement on and this Agreement shall terminate and be of no further force or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer effect except as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyerotherwise expressly provided herein, or (bii) if Buyer fails to so terminateconsummate the transactions contemplated hereby, Buyer shall be deemed to waive notwithstanding such Survey Matters and accept title subject theretodefect, in which event there shall be no without any abatement or reduction in the Purchase PricePrice on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the earlier of the Closing Date or fifth Business Day after Seller's notice of its inability to cure such defect and time shall be of the essence with respect to the giving of such notice by Purchaser. Failure of Purchaser to give such notice shall be deemed an election by Purchaser to proceed in accordance with clause (ii) above and such matter shall be a Permitted Encumbrance.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (American General Hospitality Corp), Purchase and Sale Agreement (American General Hospitality Corp)
Survey. No later than twenty (20) days following the date hereof, Seller has furnished Buyer with a copy shall deliver the Survey to Purchaser, at Seller's sole cost and expense. The Survey shall be dated not more than thirty (30) days prior to date of the most recent as-built survey of delivery, shall show no encroachments by or from the Real Property in Seller’s possession (the “Prior Survey”)onto any adjacent property and no violation of or encroachments upon any recorded building lines, and on restrictions, zoning set-backs, or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of easements affecting the Real Property by a registered land surveyorProperty. Should If the Prior Survey discloses any such unpermitted encroachment or violation or any exceptions to title or matters indicating possible rights of third parties other than the New Survey contain any encumbrances, encroachments or other survey defects (collectively Permitted Title Exceptions and the “Survey Matters”) which same are not acceptable to Buyer Purchaser, or if Purchaser desires to have the surveyor's certification revised in its sole discretiona reasonable manner, Buyer shallthen, prior to the expiration within five (5) days from Purchaser's receipt of the Inspection PeriodSurvey, Purchaser must so notify Seller of such exceptionsSeller. If Buyer Purchaser fails to so notify Seller of any unacceptable within said five (5) day period, the Survey Matters as described abovewill be conclusively deemed to be approved by Purchaser. If, all Survey Matters shall be deemed accepted by Buyer. If any Survey Matters are unacceptable to Buyer and Buyer timely within said five (5) day period Purchaser notifies Seller that the Survey does not comply with the terms of this Agreement (which notification must specify in writing of such fact as provided abovewhat respects the Survey does not so comply), Seller, in its sole discretion, Seller shall have fifteen ten (1510) days from the date Seller receives of delivery of Purchaser's notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller shall be deemed to have given notice the Title Insurer issue its endorsements insuring against damage caused by such encroachments, violations or unpermitted exceptions and provide evidence thereof to Buyer that Purchaser, or to have the surveyor's certification revised, as applicable, and if Seller refuses fails to cure any unacceptable Survey Mattersdo so, which Seller may so do in its sole discretion, unless Sellerand provide evidence thereof to Purchaser, within such fifteen said ten (1510) day period, shall notify Buyer in writing that Seller will attempt Purchaser may elect within ten (10) days after the expiration of Seller's ten (10) day cure period, to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (ai) terminate this Agreement on and thereafter there shall be no further liability of either party hereunder (in which event the Deposit shall promptly be returned to Purchaser) or before (ii) accept the Real Property subject to such encroachments, violations and unpermitted exceptions or the unrevised surveyor's certification, as applicable, without any diminution of the Purchase Price. Purchaser's failure to make any election within said ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be conclusively deemed to waive such Survey Matters and accept title subject thereto, mean that Purchaser has elected the option contained in which event there shall be no reduction in the Purchase Pricesubsection (i) of this Section 4.1.
Appears in 2 contracts
Samples: Agreement (Carlyle Income Plus LTD), Agreement (Carlyle Income Plus Lp Ii)
Survey. If Seller has furnished Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”)elects, and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in said election shall be within its sole discretion, to obtain a new survey of the Property in order to facilitate the transfer of the Property, Seller and Buyer shall, prior shall each pay one-half the cost of said survey. If Xxxxx does not serve written objection(s) to the expiration survey upon Seller within five days after Xxxxx’s receipt of said survey, said failure shall be deemed an election by the Inspection Period, notify Seller of such exceptionsBuyer to approve the survey and to proceed to closing in accordance with the new survey. If Buyer fails does serve written objection(s) to so notify the survey within said five day period and if said objection(s) relates to a material and substantial issue, then Seller shall thereafter have the right (but shall not be obligated) to satisfy, cure or remove Xxxxx’s said survey objection(s) within a period of any unacceptable Survey Matters as described above, all Survey Matters shall be deemed accepted by sixty (60) days after its receipt of Buyer’s timely written objection(s) to the survey. If any Survey Matters are unacceptable to Buyer and Buyer timely notifies Seller in writing of such fact as provided above, Seller, in its sole discretion, shall have Within fifteen (15) days from of Seller’s receipt of Xxxxx’s said objections to the date survey, Seller receives notice shall notify Buyer of such unacceptable Survey Matters any of those survey objection(s) which Seller determines that it is unwilling or unable to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller shall be deemed to have given notice to Buyer and of those survey objection(s) that Seller refuses it will seek to cure within the sixty (60) day period of time, then, if Seller cannot, or elects not, to cure an unacceptable material survey objection(s) of the Buyer, or, in the alternative, has been unable to satisfactorily cure any unacceptable Survey Mattersof Xxxxx’s said survey objection(s), which Seller may so do in its sole discretion, unless Seller, has undertaken to cure within such fifteen the said sixty (1560) day period, then, and in either event, Buyer’s exclusive rights under this Contract shall notify Buyer in writing that Seller will attempt be, at its sole option, to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may either (ai) terminate this Agreement on or before ten (10) business days after Contract, in which event the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit Xxxxxxx Money shall be returned to the Buyer, or (bii) if Buyer fails waive the Buyer’s said objection(s) to so terminate, Buyer shall be deemed such survey matters and close this transaction without any adjustment with respect to waive such Survey Matters and accept title subject thereto, in which event there shall be no objectionable survey matter or any abatement or reduction in of the Purchase Price. If Seller shall cure the Buyer’s material objection(s) to the survey within the said sixty (60) day period, this Contract and Buyer’s obligations hereunder to purchase the Property from Seller shall remain in full force and effect.
Appears in 2 contracts
Samples: schrader-web-files.s3-website.us-east-2.amazonaws.com, schrader-web-files.s3-website.us-east-2.amazonaws.com
Survey. MPT shall cause to be prepared, at Seller has furnished Buyer with Parties' expense, a copy of the most recent as-built survey current ALTA/ACSM Land Title Survey of the Real Property, prepared by a duly licensed land surveyor. The survey shall be currently dated, shall show the location on the Real Property in Seller’s possession (of any improvements, fences, evidence of abandoned fences, ponds, creeks, streams, rivers, easements, roads, rights-of-way, means of ingress and egress, location of all utilities serving the “Prior Survey”)Real Property, and on or before the expiration encroachments, and shall contain a legal description of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) boundaries of the Real Property by a registered land surveyormetes and bounds and the appropriate flood zone designation and the total number of acres constituting the Real Property. Should The surveyor shall certify to the Prior Survey Purchaser Parties and to the Title Company that the survey is correct and that there are no visible discrepancies, conflicts, encroachments, overlapping of improvements, fences, evidence of abandoned fences, ponds, creeks, streams, rivers, easements, roads or rights-of-way except as are shown on the New Survey contain survey plat. Any and all matters shown on such survey shall be legibly identified by appropriate volume and page recording references with dates of recording noted. If MPT shall disapprove such survey for any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer reason in its MPT's sole discretion, Buyer shallMPT may either (i) treat such objection as a title objection and request that it be cured, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen or (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (aii) terminate this Agreement on and the parties hereto shall have no further liability or before obligations hereunder, expect as otherwise expressly set forth herein. If the Seller Parties are unable to cure any objection to the survey within ten (10) business days after the later following delivery of the date of Seller’s notice to Seller Parties thereof, then MPT may terminate this Agreement upon written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase PriceSeller Parties.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Medical Properties Trust Inc), Purchase and Sale Agreement (Medical Properties Trust Inc)
Survey. Seller has furnished provided Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Existing Survey”). Seller has ordered an updated “as-built” survey of the Property (the “Updated Survey”). As used herein, “Survey” shall mean collectively, the Existing Survey and on or before Updated Survey. Buyer shall have until the expiration of the Inspection Period, Buyer may obtain a current as-built survey (Period to approve or disapprove matters disclosed by the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable and to Buyer in its sole discretion, Buyer shall, prior give written notice to the expiration of the Inspection Period, notify Seller of such exceptionsany disapproval thereof, indicating in reasonable detail the nature and reasons for Buyer’s objection. If Buyer fails to so notify Seller timely give notice of any unacceptable disapproval of matters disclosed by the Existing Survey Matters or Updated Survey as described set forth above, all matters disclosed by the Existing Survey Matters and Updated Survey shall be deemed accepted by Buyer. If any Survey Matters are unacceptable to Buyer and In the event Buyer timely notifies Seller in writing of such fact as provided aboveBuyer’s disapproval of matters disclosed by the Survey, Seller, in its sole discretion, Seller may elect (but shall have fifteen no obligation whatsoever) to attempt to cure any disapproved matter within thirty (1530) days from the date Seller receives notice receipt of such unacceptable notice (the “Survey Matters Cure Period”), in which event the Closing, if it otherwise is scheduled to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller occur earlier, shall be deemed to have given extended until the earlier of thirty (30) days after receipt of such notice to Buyer that Seller refuses to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen or five (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (105) business days after such matter is cured. Within five (5) business days after receiving Buyer’s notice (the later “Seller’s Survey Notice Period”), Seller shall notify Buyer if Seller intends to attempt to effectuate such cure. In the event that Seller gives notice during the Seller’s Survey Notice Period that Seller elects not to attempt to effectuate cure of the date survey objections, or if Seller fails to give notice during the Seller’s Survey Notice Period of Seller’s written intention to attempt to effectuate such cure, then Buyer may, within two (2) business days after Seller’s notice, or if no notice furnished to Buyer as described above or is given, the expiration of the aforesaid fifteen (15) day Seller’s Survey Notice Period, terminate this Agreement by notice period afforded Sellerto Seller in which event the Deposit, and the Deposit all interest earned thereon, shall be returned to Buyer, or (b) provided if Buyer fails to does not timely so terminateterminate this Agreement, Buyer shall be deemed to waive have waived objection to any such Survey Matters survey matter and agreed to accept title subject thereto, without reduction in the Purchase Price. In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Survey Cure Period, in which event there the Deposit, and all interest earned thereon, shall be no returned to Buyer, provided if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Survey Cure Period, Buyer shall be deemed to have waived objection to any such survey matter and agreed to accept title subject thereto, without reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Industrial Income Trust Inc.)
Survey. Seller has furnished Buyer with a copy Within ten (10) days after Opening of the most recent as-built Escrow, Seller, at Seller’s expense, shall deliver to Buyer, Seller’s existing survey of the Real Property in Seller’s possession (the “Prior Survey”). Buyer may, at Buyer’s sole cost and expense, obtain a further update to the Survey (such new or updated survey, the “Updated Survey”), and on a copy of which must be provided to Seller. Buyer shall have sixty (60) days from the Opening of Escrow, or before thirty (30) days from receipt of any Updated Survey, but in any event no later than the expiration of the Inspection Period (“Survey Review Period”) in which to object, Buyer may obtain a current as-built survey in writing, to the boundaries and legal description of the Property and all easements, encroachments, improvements and other matters shown on the Survey or the Updated Survey (the “New SurveySurvey Objections”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions). If Buyer fails to so notify Seller object timely, then the legal description and the boundaries of any unacceptable the Property, the Property’s easements, encroachments, improvements as reflected on the Survey Matters as described aboveand all other matters reflected on the Survey shall be conclusively deemed approved by Buyer, all Survey Matters and Buyer shall be deemed accepted by Buyerto have elected to proceed with the Transaction on the terms and conditions of this Agreement. If any the Survey Matters Objections are unacceptable to Buyer and Buyer timely notifies Seller in writing of such fact as provided abovemade, Seller, within five (5) days after receipt of the Survey Objections in its writing, shall, in Seller’s sole discretion, shall have fifteen : (15i) notify Buyer that Seller will attempt to cure the matters covered by the Survey Objections within ten (10) days from the date after Buyer’s receipt of Seller’s notice; or (ii) notify Buyer that Seller receives notice of such unacceptable Survey Matters elects not to cure such the Survey Matters Objections (“Seller Survey Response”). If Seller fails to Buyer’s reasonable satisfaction. timely provide a Seller Survey Response hereunder, then Seller shall be deemed to have given notice to notified Buyer that Seller refuses is unwilling or unable to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase PriceObjections.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CNL Growth Properties, Inc.)
Survey. Seller has furnished Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property Survey must be made by a registered professional land surveyorsurveyor acceptable to the Title Company and Buyer's lender: Within three (3) business days after the Effective Date of this Agreement, Seller shall furnish Seller's existing Survey of the Property to Buyer and the Title Company, along with Seller's Affidavit acceptable to the Title Company for approval of the Survey. Should If the Prior Survey is not approved by the Title Company or Buyer's Lender, a new Survey may be obtained by Buyer at Buyer's expense, no later than three (3) days prior to Closing Date. If Buyer obtains a new Survey, it shall be certified to Buyer and Buyer's Lender. The survey must identify the New Survey contain any encumbrancesProperty by metes and bounds or platted lot description; show that the survey was made and staked on the ground with the corners permanently marked; set forth the dimensions and total area of the Property; show the locations of all improvements, encroachments highways, streets, roads, railroads, rivers, creeks or other waterways, fences, easements, and rights of way on the Property with all easements and rights of way referenced to the recording information; show any discrepancies or conflicts in boundaries, any visible encroachments, and any portion of the Property lying in a special flood hazard area as shown on the current Federal Emergency Management Agency Flood Insurance Rate Map; and contain the Surveyors Certificates that the survey defects is true and correct. Within fifteen (collectively 15) calendar days following receipt of the “Survey Matters”) which are not acceptable to Buyer in its sole discretionabove referenced documents, Buyer shall, prior shall specify in writing any exceptions to the expiration of the Inspection Period, notify Seller of such exceptionswhich Buyer reasonably objects. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described aboveobject within this time period, all Survey Matters shall be deemed accepted by of Buyer. If any Survey Matters are unacceptable to Buyer and Buyer timely notifies Seller in writing of such fact as provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 's objections shall be deemed to have given notice be waived. If Buyer objects to any exceptions, Seller shall, within ten (10) calendar days after receipt of Buyer's objections, deliver to Buyer written notice that either (i) Seller refuses to cure any unacceptable Survey Matterswill, which Seller may so do in its sole discretionat Seller's expense, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Mattersremove the exception(s) to which Buyer has objected before the Closing Date or (ii) Seller is unwilling or unable to eliminate said exception(s). If Seller fails to So notify Buyer or refuses is unwilling or unable to cure said unacceptable Survey Matters within remove any such exception by the time period above providedClosing Date, Buyer may either (ai) elect to terminate this Agreement on or before ten (10) business days after and receive back the later of the date of entire Purchase Agreement Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to 's Initials Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto's Initials Copyright Marcus & Millichap Deposit, in which event there Buyer and Seller shall be have no reduction in further obligations under this Agreement; or, alternatively, (ii) Buyer may elect to purchase the Purchase Price.Property hereunder subject to such exception
Appears in 1 contract
Samples: Earnest Money Contract (Elevate.Money REIT I, Inc.)
Survey. Seller has furnished Buyer with shall, within ten (10) days after the Effective Date, deliver to Purchaser a copy of any existing survey, relating to the most recent as-built Real Estate, then in Seller's possession or control. On or before sixty (60) days from the Effective Date, Purchaser shall obtain a survey of the Real Property Estate and Improvements, at Purchaser's sole cost and expense, dated no earlier than the date hereof and prepared and certified to Purchaser, made in Seller’s possession (the “Prior Survey”), and accordance with ALTA/ACSM standards on or before after the expiration date of this Agreement by a registered Florida land surveyor ("Survey"). If the Inspection PeriodSurvey shows any material encroachments over a building, Buyer may obtain set back or property line, a current as-built survey (prohibited encroachment of a material nature over any easement or any other matter which or could in the “New Survey”) future interfere with the use, operation or financing of the Real Property by a registered land surveyor. Should the Prior Survey Estate and Improvements or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) render title thereto unmarketable and which are not acceptable to Buyer in its sole discretionPermitted Exceptions (collectively "Survey Defects"), Buyer shallPurchaser, prior to the expiration within ten (10) days of the Inspection Perioddate it receives the Survey, notify may deliver to Seller written notice of such exceptions. If Buyer fails those Survey Defects to so notify Seller of any unacceptable Survey Matters as described abovewhich it objects, all Survey Matters shall or Purchaser will be deemed accepted by Buyerto have waived any right to such objection. If any Survey Matters are unacceptable to Buyer and Buyer timely notifies Seller in writing of such fact as provided above, Seller, in its sole discretion, shall have fifteen thirty (1530) business days ("Survey Cure Period") from the date Seller receives of receipt of Purchaser's notice of such unacceptable Survey Matters objections, if any, to cure the Survey Defects. Notwithstanding anything herein to the contrary, Seller shall not be obligated to bring suit or incur a liability of more than the Maximum Amount, in the aggregate, to cure any Survey Defect and Unpermitted Exceptions. If Seller fails to do so, Purchaser shall, within ten (10) days after the end of the Survey Cure Period, elect either to terminate this Agreement by delivering written notice thereof to Seller within said ten (10) day period, or be deemed to have accepted the Property as is. If Purchaser fails to deliver such Survey Matters to Buyer’s reasonable satisfaction. Seller notice of termination within the time provided, (i) Purchaser shall be deemed to have given notice agreed to Buyer that Seller refuses accept the Premises as is without any reduction in the Purchase Price and (ii) this Agreement shall remain in full force and effect. All Survey Defects (a) to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters Purchaser makes no objection within the time period above provided, Buyer may (a) terminate provided in this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyerparagraph, or (b) if Buyer fails to so terminatewhich Seller does not cure within the Survey Cure Period, Buyer shall and provided Purchaser does not terminate this Agreement as permitted herein, will, in either case, thenceforth be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase PricePermitted Exceptions.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Basic Us Reit Inc)
Survey. Purchaser, at its election and sole cost and expense, may cause to be prepared and delivered to Seller has furnished Buyer with a copy of and the most recent as-built survey of Title Company an updated A.L.T.A. Land Title Survey for the Real Property and Improvements in Seller’s possession accordance with the “Minimum Standards Detail Requirements for A.L.T.A./N.S.P.S. Land Title Survey Jointly Established in 2016” and such items of Table A thereof as Purchaser may desire (the “Prior Updated Survey”). In the event the existing survey delivered by Seller to Purchaser (“Existing Survey”), or, if obtained prior to the “Survey Objection Deadline”, defined below, the Updated Survey discloses any matter which would prevent the Title Company from deleting the standard survey exceptions from the Title Policy, or discloses any other defect as determined by Purchaser (“Survey Defect”), Purchaser shall provide written notice (“Survey Defect Notice”) to Seller and the Title Company on or before June 9, 2017 (“Survey Objection Deadline”). Purchaser shall have waived any right to object to any new survey matter not contained in the Existing Survey but shown on the Updated Survey in the event the Updated Survey is not prepared and delivered to Seller on or before expiration of the Survey Objection Deadline. If Purchaser has not provided the Survey Defect Notice to the Title Company and Seller on or before the expiration of Survey Objection Deadline, the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Existing Survey or the New Updated Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters shall be deemed accepted approved by BuyerPurchaser. If any Survey Matters are unacceptable to Buyer and Buyer timely notifies Seller may notify Purchaser in writing of such fact as provided aboveits election to remedy the Survey Defect (“Seller Survey Notice”) within two (2) business days after receipt of the Survey Defect Notice (“Seller Survey Response Date”). If Seller fails to provide the Seller Survey Notice on or before the Seller Survey Response Date, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller shall be deemed to have given elected not to cure the Survey Defect. Purchaser may, by written notice to Buyer that Seller refuses to cure any unacceptable (“Purchaser Survey Matters, which Seller may so do in its sole discretion, unless Seller, Response Notice”) within such fifteen two (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (102) business days after the later receipt of the date of Seller’s written notice furnished to Buyer as described above Seller Survey Notice, or the expiration of the aforesaid fifteen Seller Survey Response Date, whichever is earlier (15“Purchaser Survey Response Date”) day notice period afforded Seller, (a) elect to waive such Survey Defects and the Deposit shall be returned proceed to Buyer, close; or (b) if Buyer terminate this Agreement. If Purchaser fails to so terminatedeliver the Purchaser Survey Response Notice on or before the Purchaser Survey Response Date, Buyer Purchaser shall be deemed to have elected to waive such the Survey Matters Defects and accept title subject theretoproceed to close. Notwithstanding anything to the contrary contained in this Agreement, except to the extent caused by Purchaser, Seller shall have an affirmative obligation to remedy any Survey Defect that Seller has specifically agreed, in which event there shall be no reduction in the Purchase Pricea Seller Survey Response Notice, to remedy, at or prior to Closing.
Appears in 1 contract
Samples: Escrow Agreement (Steadfast Apartment REIT III, Inc.)
Survey. Seller has furnished Buyer with a copy of Purchaser covenants and agrees that it shall deliver to Seller, prior to the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before the expiration expiry of the Inspection Period, Buyer may obtain a current as-built reference plan of survey of the Property prepared by a licensed professional surveyor reasonably acceptable to Seller (the “New Survey”). Seller and Purchaser agree that: (i) the Survey shall depict the number of acres contained within the boundaries of the Property to the nearest one-thousandth (1/1000th) of an acre, (ii) the Real Survey shall be certified to Purchaser, Seller and Seller’s Solicitors, (iii) the Property by shall be substantially in the location and configuration as shown on Exhibit B-1 hereto, and (iv) the Survey shall contain a registered land surveyorlegal description of the Property. Should Within fifteen (15) business days after receipt of the Prior Survey, Seller shall notify Purchaser in writing if the Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not is acceptable to Buyer in Seller; provided, however, that Seller shall be deemed to have disapproved the Survey if Seller fails to notify Purchaser of its sole discretionapproval or disapproval of the Survey within such fifteen (15) business day period. In the event Seller does not approve the Survey, Buyer shallPurchaser and Seller shall attempt to agree upon the configuration and size of the Property and any other matters objected to by Seller, failing which either party shall have the right to terminate this Agreement by giving written notice to the other party hereto prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from whereupon the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Initial Deposit shall be returned refunded to BuyerPurchaser by Seller’s Solicitors (after deducting the Review Fee), or (b) if Buyer fails Purchaser shall deliver the Confidential Information to so terminate, Buyer Seller and this Agreement shall be deemed null and void and of no further force or effect with Purchaser and Seller having no further rights, obligations or liabilities hereunder except as otherwise set forth herein. If Closing occurs, the legal description attached to waive such Survey Matters and accept title subject thereto, in which event there the Deed (as defined below) shall be no reduction in based on the Purchase PriceSurvey.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Survey. Seller has furnished Among the surveys Buyer with a copy may obtain under its rights of the most recent as-built Inspection, Buyer may, at Buyer’s sole cost and expense, obtain an ALTA/NSPS survey of the Real Property in Seller’s possession Land or an update to any existing ALTA/NSPS survey (the “Prior Survey”), and on or before . Buyer shall have a period of time from the expiration of Effective Date until the Inspection Period, Buyer may obtain a current as-built survey date that is ten (the “New Survey”10) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, days prior to the expiration of the Inspection Period (“Survey Review Period, ”) within which to notify Seller of such exceptions. If Buyer fails to so notify Seller 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 (“Notice of Disapproved Survey Matters”) of Buyer’s disapproval of (also referred to herein as “objection to”) any matter disclosed by the Survey (“Disapproved Survey Matter”), with such fact as provided above, Seller, notice indicating in its sole discretion, shall have fifteen reasonable detail the nature of the disapproved matter. Within seven (157) days from after delivery of the date Notice of Disapproved Survey Matters, Seller receives shall notify Buyer in writing (“Seller’s Response to Notice of Disapproved Survey Matters”) whether Seller will or will not cure any Disapproved Survey Matter prior to the Closing Date, with such notice indicating in reasonable detail the manner in which Seller will cure any Disapproved Survey Matter that Seller elects to cure. If Seller does not deliver Seller’s Response to Notice of such unacceptable Disapproved Survey Matters to cure within the time period authorized for such notice, or delivers such notice but does not address each Disapproved Survey Matters to Buyer’s reasonable satisfaction. Matter or part thereof, Seller shall be deemed to have given notice to Buyer that Seller refuses elected not to cure any unacceptable the Disapproved Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey MattersMatters or the unaddressed part thereof. If Seller fails or refuses to cure said unacceptable Survey Matters within Buyer delivers the time period above provided, Buyer may (a) terminate Approval Notice authorized in this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminateAgreement, Buyer shall be deemed to waive such have waived objection to each and every Disapproved Survey Matters Matter and shall be deemed to have agreed to accept title subject thereto, in which event there shall be no thereto without reduction in the Purchase Price; provided that Buyer shall not be deemed to have waived objection to, and shall not be deemed to have agreed to accept title subject to, any Disapproved Survey Matter that Seller has elected to cure in the manner stated in writing by Seller and accepted in writing by Buyer.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Survey. As soon as reasonably possible, and in any event within five (5) days after the Effective Date, Seller has furnished Buyer shall at Seller’s expense deliver or cause to be delivered to Purchaser four (4) copies of the Survey. If the Survey discloses any encroachments onto the Land from any adjacent property, encroachments by or from the Land onto any adjacent property, violations of or encroachments upon any recorded building lines, restrictions or easements affecting the Land, or matters indicating possible rights of third parties (other than tenants under existing Leases, or parties to recorded easements or other operating agreements) or other matters to which Purchaser objects, Purchaser shall give Seller notice of such objection within five (5) days following the receipt of the Survey and the Title Commitment. Seller shall, within three (3) days after receipt of Purchaser’s objections to the Survey, provide Purchaser with a copy of written response identifying any objections which Seller will not cure. If Seller provides such timely written notice that it will not have any such objections removed from the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and or insured over, Purchaser may elect, on or before the expiration later of the Inspection PeriodDue Diligence Approval Date, Buyer may obtain a current as-built survey or two (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (102) business days after the later of the date of Selleron which Seller timely provides, if it so elects, a response to Purchaser’s written notice furnished to Buyer Survey objections as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Sellerhereinabove provided, and the Deposit shall be returned as its sole and exclusive remedy, to Buyer, or either (bi) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject theretoterminate this Agreement, in which event there the Deposit together with net interest thereon shall promptly be returned to Purchaser, all obligations of the parties hereunder shall terminate (other than Purchaser’s Indemnity and Purchaser’s Confidentiality Obligations, which shall expressly survive such termination), and this Agreement shall otherwise have no further force or effect, or (ii) accept the Property subject to such encroachments, violations, unpermitted exceptions or other matters which Seller has not agreed to cure, all of which shall thereafter be deemed Permitted Title Exceptions for purposes hereof. Purchaser’s failure to make either election shall be no reduction in the Purchase Pricedeemed an election under clause (i) above. Seller’s failure to provide timely written notice identifying any items it will not cure shall be deemed an election not to cure such objections.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Horizon Group Properties Inc)
Survey. Seller has furnished Buyer with previously delivered the Survey to Purchaser. Promptly following the Effective Date, at Seller's sole cost and expense, Seller shall obtain and deliver to Purchaser an update to the Survey (the "Updated Survey"), updating the same to a copy of the most recent ascurrent date, depicting (by lot or metes and bounds description, as applicable) any "out-built survey parcels" constituting any portion of the Real Property, adding such information and detail thereto as Purchaser may designate and adding Purchaser, Purchaser's lender and the Title Insurer as additional parties to whom the Updated Survey shall be certified, provided that Purchaser delivers to Seller within two (2) days following the Effective Date a notice including a description of the additional information and detail being requested and the names of such additional parties. If the Survey or the Updated Survey discloses any encroachments onto any Land or the Laughlin Land, as applicable, from any adjacent property, encroachments by or from the Land or the Laughlin Land, as applicable, onto any adjacent property, violations of or encroachments upon any recorded building lines, restrictions or easements affecting any Land or the Laughlin Land, as applicable, matters indicating possible rights of third parties (other than tenants under existing Leases) or any other matter which in Purchaser's reasonable judgment adversely affects the Real Property in to which Purchaser objects, Purchaser shall give Seller notice of such objection (i) no later than ten (10) days after the Effective Date, with respect to the Survey, and (ii) within five (5) business days after Purchaser's receipt of any Updated Survey, with respect to each survey comprising the Updated Survey; Purchaser's right to object to encroachments, violations, unpermitted exceptions or other matters shown on the Updated Survey shall be limited to those matters shown on the Updated Survey that were not shown on the Survey. Seller shall thereafter have the right (without obligation) to elect, by written notice delivered to Purchaser within five (5) business days after receipt of Purchaser's objections to the Survey or any survey comprising the Updated Survey, as applicable (each, a "Seller’s possession (the “Prior Survey”'s Survey Response Period"), to have such encroachments, violations, unpermitted exceptions or other matters so objected to by Purchaser removed from the Survey or Updated Survey, as applicable, or insured over by the Title Insurer. Any proposed title insurance endorsements shall be subject to the reasonable approval of Purchaser and on shall be issued prior to or before at the time of Closing. If Seller fails to elect during the applicable Seller's Survey Response Period to have any objections properly and timely made by Purchaser removed from the Survey (or the Updated Survey, as applicable) or insured over, provided that any insurance shall be subject to Purchaser's reasonable approval, Purchaser may elect, within five (5) days after the expiration of the Inspection applicable Seller's Survey Response Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in and as its sole discretionand exclusive remedy, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen either (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (ai) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject theretoAgreement, in which event there the Deposit, together with net interest earned thereon, shall promptly be returned to Purchaser, all obligations of the parties hereunder shall terminate (other than Purchaser's Indemnity and Purchaser's Confidentiality Obligations, which shall expressly survive such termination), and this Agreement shall otherwise have no further force or effect, or (ii) accept the Real Property subject to such encroachments, violations, unpermitted exceptions or other matters which Seller did not elect to cure, all of which shall thereafter be deemed Permitted Title Exceptions for purposes hereof. Purchaser's failure to timely make either election shall be no reduction in deemed an election under clause (ii) above. Following delivery to Purchaser of the Purchase PriceUpdated Survey, Purchaser shall have the right, at Purchaser's cost and expense, to request that the Updated Survey be additionally updated to add additional parties, detail or information, but the receipt of any additional updates shall not be a condition to Purchaser's obligations under this Agreement.
Appears in 1 contract
Samples: Agreement of Purchase and Sale and Escrow Instructions (Horizon Group Properties Inc)
Survey. No later than ten (10) days following the date hereof Seller has furnished Buyer with a copy of shall deliver the most recent as-built survey of Survey to Purchaser, at Seller's sole cost and expense. The Survey shall be dated no earlier than December 20, 1996, shall show no encroachments by or from the Real Property in Seller’s possession (the “Prior Survey”)onto any adjacent property and no violation of or encroachments upon any recorded building lines, and on restriction, zoning set-backs, or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of easements affecting the Real Property by a registered land surveyorProperty. Should If the Prior Survey discloses any such unpermitted encroachment or violation or any exceptions to title or matters indicating possible rights of third parties other than the New Survey contain any encumbrances, encroachments or other survey defects (collectively Permitted Title Exceptions and the “Survey Matters”) which same are not acceptable to Buyer Purchaser, or if Purchaser desires to have the surveyor's certification revised in its sole discretiona reasonable manner, Buyer shallthen, prior to the expiration within five (5) days from Purchaser's receipt of the Inspection PeriodSurvey, Purchaser must so notify Seller of such exceptionsSeller. If Buyer Purchaser fails to so notify Seller of any unacceptable within said five (5) day period, the Survey Matters as described abovewill be conclusively deemed to be approved by Purchaser. If, all Survey Matters shall be deemed accepted by Buyer. If any Survey Matters are unacceptable to Buyer and Buyer timely within said five (5) day period Purchaser notifies Seller that the Survey does not comply with the terms of this Agreement (which notification must specify in writing of such fact as provided abovewhat respects the Survey does not so comply or that the certification should be revised), Seller, in its sole discretion, Seller shall have fifteen ten (1510) days from the date Seller receives of delivery of Purchaser's notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller shall be deemed to have given notice the Title Insurer issue its endorsements insuring against damage caused by such encroachments, violations or unpermitted exceptions and provide evidence thereof to Buyer that Purchaser, or to have the surveyor's certification revised, as applicable, and if Seller refuses fails to cure any unacceptable Survey Mattersdo so, which Seller may so do in its sole discretion, unless Sellerand provide evidence thereof to Purchaser, within such fifteen said ten (1510) day period, shall notify Buyer in writing that Seller will attempt Purchaser may elect within ten (10) days after the expiration of Seller's ten (10) day cure period to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (ai) terminate this Agreement on and thereafter there shall be no further liability of either party -4- hereunder (in which event the Deposit shall promptly be returned to purchaser) or before (ii) accept the Real Property subject to such encroachments, violations and unpermitted exceptions or the unrevised surveyor's certification, as applicable, without any diminution of the Purchase Price. Purchaser's failure to make any election within said ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be conclusively deemed to waive such Survey Matters and accept title subject thereto, mean that Purchaser has elected the option contained in which event there shall be no reduction in the Purchase Pricesubsection (i) of this Section 4.1.
Appears in 1 contract
Survey. Seller has furnished Seller, at Seller’s sole cost and expense, shall deliver to Buyer with and the Title Company a copy Survey of the most recent Property prepared by a Hawaii licensed surveyor and certified no later than ninety (90) days prior to the effective date of the Title Commitment (the “Initial Survey”). The Initial Survey shall be certified to the Title Agent, the Title Company, Owner, Buyer (or Buyer’s designee) and Buyer’s lender, if applicable, in accordance with the then-current minimum standard detail requirements for ALTA/ASCM land title surveys or such other form as the Buyer and/or the Title Company may reasonably require or approve. The Initial Survey shall show the location of all Improvements, all encroachments of any improvements onto adjoining properties, easements, set‑back lines or rights-of‑way, all encroachments of adjacent improvements on to Property, and any other matters reasonably requested by Buyer, the Title Agent or Title Company. Seller shall pay the cost of the Initial Survey and all updates thereto required by the Title Company; provided that Buyer shall pay the cost of any Survey updates or re-certifications strictly related to Buyer’s condominium or timeshare filings for the Property (if any). Seller acknowledges that updated or new “as-built” Surveys shall be required following Seller’s completion of construction of the Improvements prior to each Closing in order to enable the Title Company to insure the title to the Property in the manner required by Section 10.1 and Seller agrees to furnish as-built survey of Surveys as required by the Real Property in Title Company or the Seller’s possession construction lender, at Seller’s expense, to Buyer and the Title Company no later than thirty (30) days prior to each Closing. If the Initial Survey indicates any matter to which Buyer objects, Buyer shall notify the Seller in writing of any such objections or exceptions (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New SurveySurvey Exceptions”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Title Review Period, notify Seller of such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters shall be deemed accepted by Buyer. If any updated Survey Matters are unacceptable indicates any new matter not shown on the Initial Survey to which Buyer and objects, Buyer timely notifies shall have until the later of (i) the expiration of the Feasibility Period, or (ii) ten (10) Business Days following Buyer’s actual receipt of such Survey in which to notify the Seller in writing of any such fact objections or exceptions (the “New Survey Exceptions”). Survey Exceptions and New Survey Exceptions shall be considered as provided above, Seller, defects in its sole discretion, title and the Seller shall have fifteen (15) days from the date Seller receives notice same rights and duties relating to the remedy of such unacceptable Survey Matters Exceptions and New Survey Exceptions as are provided in Section 10.1.2 above pertaining to cure such the remedy of title defects. The procedures relating to the raising and curing of Survey Matters to Buyer’s reasonable satisfaction. Seller Exceptions and New Survey Exceptions shall be deemed the same procedures as are provided in Section 10.1.2 above pertaining 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Pricedefects.
Appears in 1 contract
Samples: Agreement for the Purchase and Sale of Property (Diamond Resorts International, Inc.)
Survey. Within three (3) business days after the Effective Date, Seller has furnished shall furnish to Buyer with a copy copies of the most recent as-built survey of the Real Property in Seller’s possession existing survey(s) listed on Schedule D attached hereto (collectively, the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the each Real Property by a registered land surveyorsurveyor (each a “New Survey”, and collectively, the “New Surveys”). Should the Prior Surveys contain any encumbrances, encroachments or other survey matters which are not acceptable to Buyer in its reasonable discretion (collectively “Prior Survey Matters”), Buyer shall, prior to the date that is ten (10) days prior to the expiration of the Inspection Period (as defined herein), notify Seller of any such Prior Survey Matters are unacceptable. In addition, if Buyer obtains a New Survey or the New Surveys, should any New Survey contain any encumbrances, encroachments or other survey defects (collectively matters which do not appear on the “applicable Prior Survey Matters”) and which are not acceptable to Buyer in its sole discretion(collectively, “New Survey Matters”), Buyer shall, on or prior to the date that is ten (10) days prior to the expiration of the Inspection PeriodPeriod (as defined herein), notify Seller in writing of any such exceptionsNew Survey Matters (the “Buyer’s Survey Notice”). (The Prior Survey Matters and the New Survey Matters are referred to collectively as “Survey Matters”). If Buyer does not obtain any New Survey or if Buyer fails to so notify Seller of any unacceptable Survey Matters during the time period 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 provided aboveSurvey Matters, Seller, in its Seller’s sole discretion, may, but shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to no obligation to, cure such Survey Matters on or prior to Buyer’s reasonable satisfactionthe applicable Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any unacceptable such Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen five (155) day periodbusiness days after receipt of Buyer’s Survey Notice, shall notify Buyer in writing (the “Seller’s Survey Notice”) that Seller will either attempt or refuse to cure such unacceptable Survey Matters. If Seller’s Survey Notice indicates that Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided(or if Seller is deemed to refuse to cure said Survey Matters), Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished prior to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded SellerInspection Period, and in which event the Deposit shall be returned to Buyer, and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein; or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)
Survey. Seller has furnished Buyer with a copy During the Inspection Period, Seller, at its sole cost and expense, shall cause an ALTA/ACSM Land Title Survey of the most recent as-built survey Property (the "SURVEY") to be prepared by a surveyor reasonably acceptable to Purchaser, Seller and the Title Company. The Survey shall be certified to Purchaser, Seller, the Title Company and any other parties reasonably requested by such parties. If the Survey reveals any matter, which is not satisfactory to Purchaser, Purchaser shall deliver notice (the "SURVEY NOTICE") to Seller within five (5) business days of receipt of the Real Property in Seller’s possession Survey which shall specify the objection (the “Prior Survey”objections stated in the Title Notice and the Survey Notice are herein collectively called the "TITLE OBJECTIONS"). The parties shall then have until the Approval Date, as hereinafter defined (the "CURE DATE") to make such arrangements or take such steps as they shall mutually agree to satisfy the Title Objections; provided, however, that Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any Title Objections, and Seller shall not be deemed to have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Closing Date and which recites that it is in response to a Title Notice and/or a Survey Notice. Purchaser's sole right with respect to any Title Objection shall be to elect on or before the expiration Cure Date to terminate this Agreement (other than those obligations that survive the Closing or termination of this Agreement; herein called the "SURVIVING OBLIGATIONS") and to receive a refund of the Inspection Period, Buyer may obtain a current as-built survey (Deposit. All matters shown on the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Title Commitment and/or Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) with respect to which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer Purchaser fails to give a Title Notice or a Survey Notice on or before the last date for so notify doing, or with respect to which a timely Title Notice is given but Seller of any unacceptable Survey Matters as described above, all Survey Matters shall be deemed accepted by Buyer. If any Survey Matters are unacceptable fails to Buyer and Buyer timely notifies Seller in writing of such fact undertake an express obligation to cure as provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller shall be deemed to have given notice be approved by Purchaser and a "PERMITTED ENCUMBRANCE" as provided in SECTION 3,4 hereof, subject, however, to Buyer that Seller refuses to cure any unacceptable Survey Matters, which Seller may so do Purchaser's termination right provided in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase PriceSECTION 3.5 hereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)
Survey. Within three (3) days after the full execution and delivery of this Agreement, Seller has furnished shall deliver to Buyer with a copy of the most recent “as-built built” survey of the Real Property in the Seller’s possession (the “Prior Survey”). If required by Buyer’s title insurance company to remove the survey exception from Buyer’s title policy, Seller shall represent and on or before warrant to Buyer’s title insurance company that, except for the expiration removal of a one-story wooden structure that was located over the garage ramp near the center of the Inspection PeriodProperty, there have been no changes to the footprint of the Improvements or to the boundaries of the Real Properties since the date of the Survey. Buyer shall have a period of ten (10) days from the date of Buyer’s receipt of the Survey within which to approve or disapprove matters disclosed by the Survey and to give written notice to Seller of any disapproval thereof, indicating in reasonable detail the nature and reasons for Buyer’s objection. In the event Buyer so notifies Seller of Buyer’s disapproval of the Survey, Seller may obtain a current as-built survey elect (but shall have no obligation whatsoever) to attempt to cure any disapproved matter within thirty (30) days from receipt of such notice (the “New SurveySurvey Cure Period”), in which event the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of thirty (30) days after receipt of the Real Property by a registered land surveyorsuch notice or three (3) business days after such matter is cured. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects Within five (collectively 5) business days after receiving Buyer’s notice (the “Seller’s Survey MattersNotice Period”) which are not acceptable ), Seller shall notify Buyer if Seller intends to Buyer in its sole discretion, Buyer shallattempt to effectuate such cure. In the event that, prior to the expiration of the Inspection Seller’s Survey Notice Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 give such fact as provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of its intention to attempt to effectuate such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller shall be deemed to have given notice to cure, Buyer that Seller refuses to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Sellermay, within such fifteen two (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (102) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day Seller’s Survey Notice Period, terminate this Agreement by notice period afforded Sellerto Seller in which event the Deposit, and the Deposit all interest earned thereon, shall be returned to Buyer, or (b) provided if Buyer fails to does not so terminateterminate this Agreement within two (2) business days after the expiration of the Seller’s Survey Notice Period, Buyer shall be deemed to waive have waived objection to any such Survey Matters survey matter and agreed to accept title subject thereto, without reduction in the Purchase Price. In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure within the Survey Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Survey Cure Period, in which event there the Deposit, and all interest earned thereon, shall be no returned to Buyer, provided if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Survey Cure Period, Buyer shall be deemed to have waived objection to any such survey matter and agreed to accept title subject thereto, without reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (New England Realty Associates Limited Partnership)
Survey. Seller has furnished Buyer with shall have the option to obtain a copy Survey of the most recent as-built survey of the Real Property in Seller’s possession ------ such form and content as Buyer may elect in its sole discretion. Not later than twenty five (25) days after Buyer receives the “Prior Survey”)title commitment, and on Buyer shall notify Seller in writing specifying its objection to any Survey matters which render title to the Property unmarketable. In the event Buyer fails to object to any such matters during this period, such matters shall be deemed to be accepted by Buyer. At its option, Seller may cure or before cause to be cured such objection with thirty (30) days following receipt of such notice. At the expiration of the Inspection Cure Period, Buyer may obtain a current as-built all survey (matters affecting the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrancesProperty, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable than those that Seller has expressly agreed in writing to Buyer in its sole discretioncure, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters shall be deemed to be accepted by Buyer. If In the event that any Survey Matters are unacceptable to Buyer survey matter arises after the Cure Period that would render title unmarketable or would have a material and Buyer timely notifies Seller in writing substantial adverse effect on Buyer's intended development of such fact as provided abovethe Property, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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 Sellerthen, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after Buyer has written notice of same, Buyer may notify Seller in writing, specifying Buyer's objection to such title matter. If Seller does not cure such title matter within thirty (30) days after receipt of Buyer's written notice (as extended for a reasonable period, not to exceed 90 days, if necessary for Seller to effect such cure), then Buyer shall have the later option, to be exercised by giving written notice to Seller within ten (10) days after Seller gives Buyer written notice that Seller cannot or will not effect such cure, of either accepting title to the Property as it then exists without any reduction of the date of Seller’s written notice furnished to Buyer as described above Purchase Price or terminating this Agreement. In such event the expiration of the aforesaid fifteen (15) day notice period afforded SellerDeposit, and the Deposit together with all interest thereon, shall be returned refunded to Buyer, or (b) if all obligations of the parties hereto shall cease, and this Agreement shall be void and without recourse to the parties hereto except with respect to provisions hereof which specifically survive termination. If Buyer fails to so terminatedoes not give written notice of termination within said ten day period, Buyer shall be deemed to waive such Survey Matters and have elected to accept title subject thereto, in which event there shall be no to the Property as it then exists without any reduction in of the Purchase Price.
Appears in 1 contract
Survey. On or before the Delivery Date, Seller has furnished shall deliver to Buyer with a copy of the Seller’s most recent assurvey. Xxxxx acknowledges that said survey has not been certified to Buyer and that Buyer cannot rely upon it for any reason. Seller shall cooperate with Buyer for Buyer to obtain, at Xxxxx's sole expense, an updated and re-built survey of certified Survey or a new Survey. Any matter disclosed on the Real Property Survey to which Xxxxx does not object in Seller’s possession (the “Prior Survey”), and on or before the expiration of writing during the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters Period shall be deemed accepted by to be a Permitted Exception. If Xxxxx makes timely written objection to any matters disclosed on the Survey, then Seller shall have the right, but not the obligation, at its sole cost and expense, within such period of time as Buyer shall agree to in writing, to take all necessary action to cure any and all such objections. If Seller is unable or unwilling to cure any such objections within the above time period, Seller shall promptly so notify Buyer. If any Survey Matters are unacceptable Seller provides such notice, Buyer, at its option and election and as its only remedy, to Buyer and Buyer timely notifies Seller be exercised in writing within ten (10) days after receipt of such fact Seller's written notice to Buyer, may terminate this Agreement as provided abovea Permitted Termination, Selleror the Buyer may, in its sole discretion, shall have fifteen (15) days from elect to waive in writing any uncured survey objections and proceed to consummate this transaction, in which event the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller uncured survey matters shall be deemed Permitted Exceptions. If Xxxxx fails 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, make such written election within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminatetime period, Buyer shall be deemed to have elected to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Priceobjections.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Survey. Purchaser has approved the survey ("Existing Survey") for the Property and all matters shown thereon, which survey is identified on Schedule J-1 attached hereto. Prior to the Closing, Seller has furnished Buyer with shall have a survey prepared by the Surveyor so as to locate all Improvements thereon ("Building Location Survey") and to be certified as of a date no earlier than thirty (30) days prior to the Closing Date. Seller shall use commercially reasonable efforts to have the Surveyor's Certificate conform to the form of certificate contained in Schedule J hereto and to ensure that the Building Location Survey meets the survey requirements set forth in such Schedule J. A copy of the most recent as-built survey Building Location Survey shall be furnished by Seller to Purchaser when received by Seller. Within fifteen (15) Business Days after receipt of the Real Building Location Survey, the Purchaser shall give the Seller notice of any matters shown thereon (other than the Permitted Encumbrances and any matters shown on the Existing Survey) which adversely affect the Property in Seller’s possession (the “Prior Survey”)any material respect, for which Purchaser is unable to obtain affirmative insurance at no cost, and as to which the Purchaser reasonably objects. If, for any reason, the Seller is unable or unwilling to take such actions as may be required to remedy the objectionable matters or pay for the cost to obtain affirmative insurance over the objectionable matter, the Seller shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the Seller to give such notice within fifteen (15) Business Days after Seller's receipt of the Purchaser's notice of objection shall be deemed an election by the Seller not to remedy such matters. If the Seller shall be unable or unwilling to remove (or pay the cost of insuring over same) any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (A) to terminate this Agreement, in which event this Agreement shall terminate and be of no further force or effect and Seller shall reimburse to Purchaser the Purchaser's expenses incurred in respect of the Property, not to exceed $30,000 (and direct Escrow Agent to refund to Purchaser the Deposit) or (B) to consummate the transactions contemplated hereby, notwithstanding such defect, without any abatement or reduction in the Purchase Price on account thereof. The Purchaser shall make any such election by written notice to the Seller given on or before prior to the fifth (5th) Business Day after the earlier of (x) Purchaser's receipt of the Seller's notice of its inability or unwillingness to cure (or pay the cost of insuring over) such defect and (y) the expiration of the Inspection Period15-Business Day period within which Seller is required to respond to Purchaser's notice of objection, Buyer may obtain a current as-built survey (the “New Survey”) time being of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior essence with respect to the expiration giving of such notice. Failure of the Inspection Period, notify Seller of Purchaser to give such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters notice within the time prescribed in the preceding sentence shall be deemed accepted an election by Buyer. If any Survey Matters are unacceptable the Purchaser to Buyer and Buyer timely notifies Seller proceed in writing of such fact as provided accordance with clause (B) above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CNL Hospitality Properties Inc)
Survey. Purchaser acknowledges that Seller has furnished Buyer with delivered to Purchaser, and Purchaser has received, a copy of Seller’s current survey for the most recent as-built Property, and Purchaser may, at Purchaser’s option within the Evaluation Period, obtain, and deliver to Seller a copy of, an updated survey of the Real Property certified to Purchaser and the Title Company (the existing survey or the updated survey, as applicable, “Survey”). If Purchaser does not obtain an updated survey, then Seller, upon request by Purchaser, shall execute and deliver at Closing a survey affidavit of no change. If the Survey discloses conditions which are both (A) not included within the list of permitted title matters listed on Exhibit C attached hereto and made a part hereof and (B) material and adverse to Purchaser in SellerPurchaser’s possession good faith business judgment (any such exception being referred to herein as an “Unpermitted Survey Condition”, then Purchaser shall have the right to give Seller notice of any such Unpermitted Survey Condition on or prior to the date which is five (5) days after Purchaser’s receipt of the Survey (the “Prior SurveySurvey Objection Out Date”), and . Any matters revealed by the Survey that are not objected to by Purchaser on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters Objection Out Date shall be deemed accepted “Permitted Survey Conditions”. In addition, any matters revealed by Buyerthe Survey that do not constitute Unpermitted Survey Conditions, regardless of whether Purchaser objects thereto, shall constitute Permitted Survey Conditions. Seller shall have five (5) days following the receipt of any such notice in which to give Purchaser notice that Seller will either (a) cause such Unpermitted Survey Conditions(s) to be removed from the Survey or insured against by the Title Company or (b) not cause such Unpermitted Survey Conditions(s) to be removed from the Survey or insured against by the Title Company (without payment of additional charge or premium by either party); if Seller gives notice pursuant to clause (a), then Seller will cause such Unpermitted Survey Conditions(s) to be deleted from the Survey, or cause the Title Company to give affirmative insurance in favor of Purchaser with respect to such Unpermitted Survey Conditions(s) prior to the Closing Date (and Seller shall have the right to adjourn the Closing Date for up to four (4) days in order to effectuate same). If Seller (i) fails to give any Survey Matters are unacceptable to Buyer and Buyer timely notifies such notice within said five (5) day period, or (ii) gives notice under clause (b) above, then Purchaser will have three (3) Business Days following the giving of such notice by Seller in writing which to either (X) elect to terminate this Agreement, or (Y) waive the right to terminate this Agreement as a result of any such fact as provided aboveUnpermitted Survey Conditions(s), Sellerwhich election must be made by the giving of notice thereof to Seller within said three (3) Business Day period. If Purchaser fails to deliver such notice terminating this Agreement pursuant to clause (X) above within said three (3) Business Day period, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller then Purchaser shall be deemed to have given notice waived its right to Buyer terminate this Agreement. If Purchaser elects to waive, or is deemed to have waived, the right to terminate this Agreement as aforesaid, then any Unpermitted Survey Conditions previously objected to by Purchaser shall become “Permitted Survey Conditions”. If Purchaser terminates this Agreement as aforesaid, then Seller and Purchaser shall direct the Title Company to return the Xxxxxxx Money Deposit to Purchaser, and neither party shall have any further obligation under this Agreement or the Section 2.2(b) Transactions, except that the obligations of the parties under the Termination Surviving Obligations shall survive. Purchaser acknowledges that Seller refuses shall be entitled to cure any unacceptable Survey Matters, which Seller may so do deliver its notice under clause (a) or clause (b) above in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt and absolute discretion subject to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate provisions of Section 6.4 of this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase PriceAgreement.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty Corp)
Survey. Buyer shall have until the Due Diligence Period Expiration Date to examine and approve or disapprove the Survey. If Buyer shall disapprove the Survey, such disapproval shall be set forth in a written notice (a “Survey Disapproval Notice”) given to Seller has furnished Buyer with a copy prior to the Due Diligence Period Expiration Date stating that the Survey or any of the most recent as-built survey terms, provisions or contents of the Real Property in Seller’s possession Survey are disapproved by Buyer. Seller shall have until the date which is five (5) Business Days after the date of the Survey Disapproval Notice (the “Prior SurveySurvey Cure Expiration Date”)) in which to cure or eliminate or agree to cure or eliminate all items which Buyer disapproves in the Survey Disapproval Notice, to the satisfaction of Buyer in its sole discretion, and on or before to furnish evidence to Buyer that all such items have been eliminated from the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or that arrangements have been made with a surveyor to eliminate the New same from the Survey contain any encumbrances, encroachments or other survey defects (collectively with the “Survey Matters”) which are not Title Insurance Company to insure over them at or prior to the Closing in a manner acceptable to Buyer in its sole discretion. If such evidence is not received by Buyer on or before the Survey Cure Expiration Date (all items on the Survey set forth in the Survey Disapproval Notice being herein called “Non-Permitted Survey Exceptions”), then Buyer shall, prior shall have the right by written notice delivered to Seller within two (2) Business Days after the expiration applicable Survey Cure Expiration Date (time being of the Inspection Periodessence) to elect to terminate this Agreement and, notify Seller of upon such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described aboveelection, all Survey Matters the Deposit shall be deemed accepted by Buyer. If any Survey Matters are unacceptable immediately refunded to Buyer and Buyer timely notifies Seller in writing of such fact as provided above, Seller, in its sole discretion, thereupon the parties hereto shall have fifteen no further obligations one to the other under this Agreement (15) days from other than those that are expressly stated to survive the date Seller receives notice termination of such unacceptable Survey Matters this Agreement). Notwithstanding anything contained herein to cure such Survey Matters to Buyer’s reasonable satisfaction. the contrary, Seller shall be deemed obligated to have given cause to be removed from the Survey, at Seller’s sole cost and expense, only those Non-Permitted Survey Exceptions which Seller shall commit to remove in a written notice to Buyer that (each, a “Seller refuses to cure any unacceptable Removal Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey MattersException”). If Seller fails to remove any Seller Removal Survey Exception, Buyer, nevertheless, may elect (at or refuses prior to cure said unacceptable the Closing) to consummate the transaction provided for herein subject to any such Seller Removal Survey Matters within Exception as may exist as of the time period above providedClosing with a credit against the balance of the Purchase Price payable at the Closing equal to (y) the sum necessary to remove such Seller Removal Survey Exception which can be satisfied by a liquidated amount, or (z) the reasonably estimated reduction in the fair market value of the Property resulting from any Seller Removal Survey Exception which cannot be satisfied by the payment of a liquidated amount. Any survey matter other than a Seller Removal Survey Exception shall be deemed conclusively approved by Buyer may (a) if it is not set forth in a timely Survey Disapproval Notice or if Buyer does send a timely Survey Disapproval Notice but does not elect in writing to terminate this Agreement on or before ten within the two (102) business days after Business Day period following the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase PriceCure Expiration Date.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Mercantile Bankshares Corp)
Survey. Within thirty five (35) days after the Final Execution Date, Seller has furnished Buyer with a copy of the most recent as-built survey of the Real Property in shall obtain, at Seller’s possession expense, a currently dated 2016 ALTA/NSPS Land Survey (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property prepared by a registered land surveyorsurveyor licensed in the state wherein the Property is located and containing the following Table A Matters 1, 2, 3, 4, 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14, 16, 17, and 18, and is certified to Seller, Purchaser, and Title Insurer. Should In the Prior event the Survey shows any easement, right of way, encroachment, conflict or the New Survey contain any encumbrances, encroachments or other survey defects condition (collectively the “Survey MattersDefects”) which are not acceptable materially affecting the Property that is unacceptable to Buyer Purchaser, in its Purchaser’s sole discretion, Buyer Purchaser shall, prior to the expiration within thirty (30) days after receipt of the Inspection PeriodSurvey, the Title Commitment and the Underlying Documents (hereinafter defined), notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from Defects. Upon the date Seller receives notice expiration of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller thirty (30) day period, Purchaser shall be deemed to have given notice accepted the Survey and all matters shown thereon (other than the Defects which are the subject of a notification permitted under the preceding sentence) and such matters (except for the Defects) shall be included in the term “Permitted Exception” as used herein. The approved Survey shall be attached to Buyer this Agreement as Exhibit A, replacing the description of the Property, if any, previously attached as Exhibit A. In the event Seller notifies Purchaser that Seller refuses is unable or unwilling to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure correct such unacceptable Survey Matters. If Defects, or if Seller fails or refuses to cure said correct such unacceptable Survey Matters within Defects to the time period above providedreasonable satisfaction of Purchaser prior to the Closing Date, Buyer Purchaser may (a) terminate this Agreement on by notice in writing to Seller. In the event of any termination pursuant to this paragraph, the parties shall have no further right or before ten obligation hereunder (10except for any liabilities accruing prior to termination and covenants expressly intended to survive hereunder) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit Xxxxxxx Money shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase PricePurchaser.
Appears in 1 contract
Survey. Within five (5) days from the Effective Date, Seller has furnished Buyer with will deliver to Purchaser a copy of the most recent as-built latest survey of the Real Property Land and Improvements in Seller’s possession 's possession. (the “Prior "Survey”"). After the Effective Date, Purchaser may, at Purchaser's expense, obtain a new or updated survey of the property (the "Survey"). Purchaser shall cause the certification on any Survey obtained by Purchaser to be addressed to include Seller. Purchaser shall also promptly deliver to Seller and Seller's counsel a copy of any Survey obtained by Purchaser. If the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, Purchaser shall prior to expiration of the Inspection Period (as hereinafter defined), notify Seller in writing of such fact and on or before the reasons therefor (the "Purchaser's Survey Objections"). If Purchaser fails to notify Seller of any such Purchaser's Survey Objections and the reasons such items are unacceptable to Purchaser, upon the expiration of the Inspection Period, Buyer may obtain a current as-built survey (Purchaser shall be deemed to have accepted the “New Survey”) form and substance of the Real Property by a registered land surveyorSurvey and all matters shown thereon and such matters shall be included in the term "Permitted Encumbrances." Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Purchaser's Survey Objections. Should If Seller is unable or unwilling to eliminate or modify or commit in writing to so eliminate or modify prior to Closing the Prior Purchaser's Survey or Objections to the New Survey contain any encumbrancesreasonable satisfaction of Purchaser, encroachments or other survey defects Purchaser may (collectively the “Survey Matters”) which are not acceptable to Buyer in as its sole discretion, Buyer shall, and exclusive remedy) (i) terminate this Agreement by notice in writing to Seller prior to the expiration of the Inspection Period, notify or (ii) may accept such title to the Property as Seller of can deliver without any reduction in Purchase Price, in which event such exceptions. If Buyer fails to so notify Seller of any unacceptable uncured Purchaser's Survey Matters as described above, all Survey Matters Objections shall be deemed accepted by Buyer. included in the term "Permitted Encumbrances." If any Survey Matters are unacceptable Purchaser does not elect to Buyer and Buyer timely notifies Seller terminate this Agreement within the period described in writing of such fact as provided abovethe immediately-preceding sentence, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller Purchaser 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within accepted the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later form and substance of the date Survey and all uncured matters shown thereon (including, without limitation, the Purchaser's Survey Objections) and such matters shall be included in the term "Permitted Encumbrances." In the event of Seller’s written notice furnished a termination pursuant to Buyer as described above this Section 4.1, the parties shall have no further rights or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, obligations hereunder and the Deposit Xxxxxxx Money shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, Purchaser upon satisfaction of the conditions set forth in which event there shall be no reduction in the Purchase PriceSection 10.12 hereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Amrecorp Realty Fund Ii)
Survey. Seller has furnished Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period (or the Additional Properties Inspection Period, notify Seller as the case may be), Buyer may cause a licensed surveyor to prepare an ALTA survey of such exceptions. If Buyer fails the Property (or the Additional Properties) (each a “Survey”), at Buyer’s cost, and to so notify Seller provide copies of any unacceptable the Survey Matters as described above, all Survey Matters shall be deemed accepted by Buyer. If any Survey Matters are unacceptable to Buyer and Seller. Buyer timely notifies shall have until the expiration of the Inspection Period (or the Additional Properties Inspection Period, as the case may be) to approve the Survey or to notify Seller in writing of such fact as provided aboveits objections thereto, Seller, in its sole discretion, shall have fifteen if any (15) days from the date Seller receives each notice of such unacceptable being a “Survey Matters to cure such Survey Matters to Objection”). Buyer’s reasonable satisfaction. failure to timely provide a Survey Objection to Seller shall be deemed a waiver of Buyer’s right to object to any matters related to the applicable Survey. If Buyer raises any Survey Objection(s), then Seller may, but shall have given notice to Buyer that Seller refuses no obligation, to cure any unacceptable and remove such Survey MattersObjection(s) on or before the Closing Date, which Seller may so do in its sole discretion, unless at Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters’s expense. If Seller fails notifies Buyer within three (3) business days of receipt of any Survey Objection (“Seller’s Survey Notification”) that Seller is unwilling or refuses unable to cure said unacceptable the applicable Survey Matters within Objection or fails to timely provide a Seller’s Survey Notification on or before the time period above providedClosing Date, then Seller shall not be in default hereunder, and Buyer may shall have as its sole and exclusive remedy, the option to (ai) terminate this Agreement on or before ten by providing Seller with written notice of its intent to do so no later than the earlier of five (105) business days after the later of the date Buyer’s receipt of Seller’s written notice furnished to Buyer as described above Survey Notification or the expiration of the aforesaid fifteen Closing Date (15) day failure to timely provide such notice period afforded Seller, and the Deposit to Seller shall be returned deemed a waiver of Buyer’s right to Buyerterminate under this Section 4(a)), or (bii) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters defects and accept title subject theretoproceed to close the transaction contemplated herein, in which event there shall be no accepting the Property as it then is and without setoff or reduction in the Purchase Price. In the event Buyer shall timely 3920732-7 13170.009000 elect to terminate because of an uncured Survey Objection, then Escrow Agent shall return the Deposit to Buyer, and the parties hereto shall be relieved of all rights and obligations hereunder, except for those rights and obligations which expressly survive the termination of this Agreement.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Alpine Income Property Trust, Inc.)
Survey. Seller has furnished Buyer with a copy of shall cause to be delivered to Buyer, promptly after it is received by Seller, the most recent as-built ALTA/ACSM survey of the Real Property in Seller’s possession that is currently being undertaken by SJB Group, Inc. (the “Prior Survey”), and on or before the expiration . For a period of the Inspection Period, Buyer may obtain a current as-built survey five (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (105) business days after the later Buyer’s receipt of the date of Seller’s written Survey, Buyer shall have the right to deliver notice furnished to Buyer as described above or Seller objecting to any matters disclosed in the expiration Survey which would materially and adversely affect the use of the aforesaid fifteen Property as it is currently being used and which are not Permitted Encumbrances (15disregarding solely for this purpose the reference to the “Survey” in clause (i) of the definition of Permitted Encumbrances) (“Objectionable Survey Matters”). If Buyer does not deliver such notice to Seller within such five (5) business day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminateperiod, Buyer shall be deemed to waive have accepted all matters shown on the Survey and the parties agree that the Survey shall be attached to the Securities Purchase Agreement as Exhibit G and shall constitute the “Survey” as such term is defined in the Securities Purchase Agreement. If Buyer delivers such notice to Seller within such five (5) business day period, Seller shall as promptly as reasonably practicable commence using commercially reasonable efforts to eliminate such Objectionable Survey Matters and accept or to have the title subject theretocompany insure against such Objectionable Survey Matters. If, using commercially reasonable efforts, Seller is unable to eliminate such Objectionable Survey Matters, or to have the title company insure against such Objectionable Survey Matters, in each case, prior to the Effective Date, then: (i) Seller may at its option elect to continue using commercially reasonable efforts to eliminate such Objectionable Survey Matters, or to have the title company insure against such Objectionable Survey Matters, for so long as Seller deems that such efforts may reasonably be expected to result in the elimination of the Objectionable Survey Matters or the title company insuring over such Objectionable Survey Matters prior to Closing, in which event there case the parties agree to modify the Securities Purchase Agreement accordingly and to execute such modified Securities Purchase Agreement on the Effective Date or as promptly as practicable thereafter; and (ii) Buyer and Seller shall be no reduction in good faith use their respective reasonable best efforts to reach a mutually agreeable resolution of any remaining Objectionable Survey Matters not addressed by the preceding clause (i) prior to execution of the Securities Purchase PriceAgreement, shall modify the Securities Purchase Agreement accordingly to reflect any such resolution and shall execute such modified Securities Purchase Agreement on the Effective Date or as promptly as practicable after such resolution is reached. If Buyer and Seller, after discussing such matters in good faith and using their reasonable best efforts to reach resolution, are unable to reach a mutually agreeable resolution of any remaining Objectionable Survey Matters not addressed by the preceding clause (i), the parties shall have the right to mutually terminate this Agreement.
Appears in 1 contract
Samples: Execute Securities Purchase Agreement (Penn National Gaming Inc)
Survey. Seller has furnished delivered to Buyer with a copy physical survey, from a licensed surveyor, of the most recent as-built survey of Premises, to be certified to Seller, Buyer and the Real Property Title Company as being in Seller’s possession accordance with current ALTA/ACSM "minimum detail" standards (the “Prior Survey”"Seller's Survey Plan"). Nothing contained in this Agreement, and on including the provisions of Paragraph 1(a) hereof, shall constitute any warranty, representation or before agreement by Seller as to the expiration location of separate lots in, or acreage of, the Premises. The Buyer may obtain, at the Buyer's expense, by the end of the Inspection Period, Buyer may obtain a current as-built ALTA survey (the “New "Buyer's Survey”") of the Real Property prepared by a registered land surveyorduly licensed surveyor selected by the Buyer. Should Buyer shall promptly provide a copy of the Prior Buyer’s Survey or the New Survey contain to Seller, at no cost to Seller. At any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, time prior to the expiration end of the Inspection Period, notify the Buyer may give the Seller of such exceptions. If Buyer fails to so notify Seller notice in writing 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 aspects of such fact as provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfactionSurvey. Seller Matters of survey not timely objected to by Buyer shall be deemed to have given notice been accepted by Buyer. In the event that either the Seller’s Survey Plan or the Buyer’s Survey is unacceptable to Buyer that as provided above, and Buyer so notifies Seller refuses to cure any unacceptable Survey Matterswithin the aforesaid period, which Seller may so do in its sole discretion, unless Sellershall, within ten (10) days after receipt of such fifteen (15) day periodnotice from Buyer, shall notify Buyer in writing BUSDOCS/1435908.8 either (a) that Seller will attempt is unwilling to correct such unacceptable survey matters, or (b) that Seller, at its sole cost and expense, shall undertake to eliminate or modify all such unacceptable matters to the reasonable satisfaction of Buyer. In the event Seller elects not to cure such unacceptable Survey Matters. If Seller fails survey matters or refuses is unable to cure satisfy said unacceptable Survey Matters objections within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after its receipt of such notice from Buyer, then the later Buyer may, at its election: (i) terminate this Agreement, in which event the Deposit referred to in Paragraph 3 and all interest earned thereon shall be promptly returned to the Buyer and the parties shall be relieved from further obligations to one another under this Agreement; or (ii) accept the Property subject to all matters of survey as of the date of Sellerthe Buyer’s Survey, without an adjustment to the Purchase Price, and proceed with Closing hereunder. If Buyer does not elect alternative (i) by written notice furnished to Buyer as described above Seller given within ten (10) days after the date of Seller's notice electing not to cure or the expiration of the aforesaid fifteen ten (1510) day notice period afforded Sellerwithout Seller having successfully cured the survey objections (whichever is applicable), and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Pricehave elected alternative (i).
Appears in 1 contract
Survey. Seller has furnished Buyer ordered a survey of the Land and Improvements (the “Survey”), to be dated on or about the Date of Agreement and prepared by Xxxxxxx & Company, Inc. The Survey shall be certified to Seller, Purchaser, Purchaser’s lender (if any), and Title Company as having been prepared substantially in accordance with the current minimum standard detail requirements for an Urban Land Title Survey jointly adopted by the American Land Title Association and the American Congress of Surveying and Mapping. Seller shall deliver or cause to be delivered a copy of the most recent as-built survey of Survey to Purchaser and to the Real Property in Seller’s possession Title Company. On or before the date that is three (3) days before the Approval Date (the “Prior SurveySurvey Objection Date”), Purchaser shall notify Seller in writing as to those encroachments, gaps, gores and other matters depicted on the Survey, which Purchaser will not accept (the “Survey Defects”). If Purchaser fails to provide Seller with written notice of any Survey Defects on or before the expiration of the Inspection PeriodSurvey Objection Date, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters Purchaser shall be deemed accepted by Buyerto have waived its right to object to matters of survey (and to any related title exceptions raised on the Title Commitment in connection with survey matters). If any Survey Matters are unacceptable to Buyer and Buyer timely notifies Seller in writing of such fact as provided above, Seller, in its sole discretion, shall have fifteen the right, but not the obligation, until the sooner of (15x) the Closing Date, or (y) the date which is ten (10) days from after the date Seller receives notice of such unacceptable the Survey Matters Defects (the soonest of which is hereinafter referred to cure as the “Survey Clearance Date”) to have the Survey Defects removed from the Survey or to have Title Company commit to insure, at Seller’s expense and in a form acceptable to Purchaser in its sole discretion, against any and all loss or damage that may be occasioned by any such Survey Matters Defect. If Seller fails on or before the Survey Clearance Date to Buyer’s reasonable satisfaction. reasonably demonstrate to Purchaser that the Survey Defects have been removed, or in the alternative, that Seller has obtained a commitment for title indemnification or title insurance in a form acceptable to Purchaser in its sole discretion over such Survey Defect, then, in either case, Purchaser shall, as its sole remedy, have the option (the “Survey Election”) to either (i) terminate this Agreement, in which case the Xxxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement), or (ii) proceed with Closing, in which case Purchaser shall be deemed to have given notice waived any objection to Buyer that Seller refuses to cure any unacceptable such Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey MattersDefects. If Purchaser fails to notify Seller fails of its Survey Election by the earlier of the Closing Date or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may five (a5) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded SellerSurvey Clearance Date, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer Purchaser shall be deemed to waive such Survey Matters and accept title subject thereto, have elected to proceed with the Closing as set forth in which event there shall be no reduction in the Purchase Pricesubclause (ii) above.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (KBS Strategic Opportunity REIT, Inc.)
Survey. Within five (5) days from the date hereof, Seller has furnished shall furnish Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property Land and the Improvements by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Prior Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller if any such Prior 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 Buyer in its sole discretion, Buyer shall, within five (5) days of Buyer’s receipt of the New Survey but in any event not later than the expiration of the Inspection Period, notify Seller if any such exceptionsNew Survey Matters are unacceptable. (The Prior 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 of any unacceptable Survey Matters during the time period 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 provided aboveabove provided, Seller, in its Seller’s sole discretion, shall have fifteen thirty (1530) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfactionMatters. Seller 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, within such fifteen five (155) day periodbusiness days after receipt of notice from Buyer, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before within ten (10) business days after the later of after, as applicable, either (i) the date of Seller’s written notice furnished Seller gives notice, or is deemed to Buyer as described above have given notice, that Seller refuses to cure such unacceptable Survey Matters, or (ii) if Seller attempts to cure, the expiration of the aforesaid fifteen (15) day notice period afforded Selleroutside date by which Seller fails to cure such unacceptable Survey Matters, and and, in either case, the Deposit shall be returned to Buyer, ; or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
Survey. Seller has furnished Buyer delivered a survey to Purchaser. Promptly following the Effective Date, Purchaser shall order the Survey and provide the surveyor with a copy of the most recent as-built survey Title Commitment and copies of all documents listed in such Title Commitment as exceptions to title. If the Real Property in Seller’s possession Survey shows an encroachment or shows any matter which is not acceptable to Purchaser (the a “Prior SurveySurvey Defect”), and on or before Purchaser, within twenty (20) Days from the expiration of the Inspection PeriodEffective Date, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable deliver to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller written notice of any unacceptable Survey Matters as described above, all Survey Matters Defect to which it objects or Purchaser shall be deemed to have waived any right to such objection. Seller shall, within five (5) Days thereafter, notify Purchaser in writing of which objections Seller will attempt to cure and Seller have twenty (20) Days following the date of receipt of Purchaser’s notice of objections, if any, to cure such Survey Defect(s) or to cause the Title Company to commit to insure over such Survey Defect(s) in a manner reasonably satisfactory to Purchaser; provided, however, Seller shall have no obligation to cure any Survey Defect and shall have no obligation to expend any monies to cure same. If Seller fails to do so, Purchaser may, within five (5) Days after the end of such twenty (20) Day period, elect to either terminate this Agreement by delivering written notice thereof to Seller within said five (5) Day period or be deemed to have accepted by Buyerthe Property “as-is” and proceed to consummate the transaction under this Agreement, subject to the satisfaction or waiver of the other contingencies contained herein. If any Survey Matters are unacceptable Defects first appear after the date of the Survey and prior to Buyer the Closing Date, Purchaser and Buyer timely notifies Seller in writing of such fact as provided above, Seller, in its sole discretion, shall follow the procedures specified herein except that Purchaser shall have fifteen two (152) days from the date Seller receives notice it has knowledge of such unacceptable the Survey Matters Defect to cure such Survey Matters to Buyer’s reasonable satisfaction. object, Seller shall have two (2) days to elect whether it will cure and five (5) days to complete such cure and Purchaser shall have two (2) days from notice that Seller will not or cannot cure to make its election; the Closing Date shall be postponed, if necessary, to complete such steps. All Survey Defects to which Purchaser makes no objection or which Purchaser accepts or has been deemed to have given notice to Buyer that Seller refuses to cure any unacceptable Survey Mattersaccepted, which Seller may so do in its sole discretionshall, unless Sellerat Closing, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price“Permitted Exceptions”.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Digital Realty Trust, Inc.)
Survey. Seller has furnished Buyer provided Purchaser with a copy of the most recent as-built Seller’s existing survey of the Real Property in Seller’s possession (the “Prior Existing Survey”). Purchaser shall have the right to request a new survey or an update to the Existing Survey (any such new or updated survey, the “Survey”) during the Feasibility Period. If the Survey discloses any matters which are unacceptable to Purchaser, in Purchaser’s sole and on or before absolute discretion, Purchaser shall notify Seller in writing no later than the expiration of the Inspection Period, Buyer may obtain a current as-built survey Feasibility Period (such date being the “New SurveyTitle/Survey Objection Out Date”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain as to any encumbrances, encroachments or other survey defects matters to which Purchaser shall object (collectively the any such exception being referred to herein as an “Unpermitted Title/Survey Matters”) which ). Any matters revealed by the Commitment and/or Survey that are not acceptable objected to Buyer in its sole discretion, Buyer shall, by Purchaser on or prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller of any unacceptable Title/Survey Matters as described above, all Survey Matters Objection Out Date shall be deemed accepted “Permitted Title/Survey Exceptions” with respect to the Property. Seller shall have five (5) business days following the receipt of any such notice in which to give Purchaser notice that Seller will either (a) endeavor to cause such Unpermitted Title/Survey Matter(s) to be deleted from the Commitment or Survey or insured against by Buyerthe Title Company in a manner reasonably satisfactory to Seller and Purchaser or (b) not endeavor to cause such Unpermitted Title/Survey Matter(s) to be deleted from the Commitment or Survey or insured against by the Title Company. If any Survey Matters are unacceptable Seller gives notice pursuant to Buyer and Buyer timely notifies Seller in writing of such fact as provided clause (a) above, Sellerthen Seller will endeavor to cause such Unpermitted Title/Survey Matter(s) to be deleted from the Commitment or Survey, or endeavor to cause such Unpermitted Title/Survey Matter(s) to be insured against by the Title Company in its sole discretion, a manner reasonably satisfactory to Seller and Purchaser prior to the Closing Date (and Seller shall have the right to adjourn the Closing Date one or more times (but for not more than fifteen (15) days in the aggregate) in order to effectuate same); provided, however, if at Closing Seller has failed to cause any such Unpermitted Title/Survey Matter(s) to be deleted from the date Commitment or Survey, or insured against by the Title Company in a manner reasonably satisfactory to Seller receives and Purchaser, then Seller shall not be in default hereunder and Purchaser’s sole and absolute remedy shall be to terminate this Agreement at Closing (in which event the provisions of Section 5.5 of this Agreement shall apply to such termination). If Seller (I) fails to give any such notice within said five (5) business day period, or (II) gives notice pursuant to clause (b) above, then Purchaser shall give written notice to Seller within two (2) business days following the earlier of the expiration of such unacceptable five (5) business day period or the giving of notice by Seller either (x) terminating this Agreement (in which event the provisions of Section 5.5 of this Agreement shall apply to such termination) or (y) waiving the right to terminate this Agreement as a result of any such Unpermitted Title/Survey Matters Matter(s). If Purchaser fails to cure deliver such Survey Matters notice terminating this Agreement pursuant to Buyer’s reasonable satisfaction. Seller clause (x) above within said two (2) business day period, then Purchaser shall be deemed to have given notice elected under clause (x) above. If Purchaser elects under clause (y) above in accordance with the foregoing, then any Unpermitted Title/Survey Matters previously objected to Buyer by Purchaser shall become “Permitted Exceptions” for the Property. Purchaser acknowledges that Seller refuses shall have the right, but not the obligation, to cure deliver its notice under clause (a) or clause (b) above in its sole and absolute discretion subject to the provisions of Section 6.3 of this Agreement. Any survey matter shown on the Survey not disapproved in writing within said time period (or otherwise shown on the Survey as of the last day of the Feasibility Period) shall be deemed approved by Purchaser and shall constitute a Permitted Exception hereunder. Notwithstanding any unacceptable Survey Matterscontrary time period to review, respond or object set forth herein, if Purchaser elects not to terminate this Agreement under Section 5.5, Purchaser will be deemed to have waived any survey objections which remain uncured as of the end of the Feasibility Period and such uncured survey objections (other than those, if any, which Seller may so do in its Seller’s sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer discretion pursuant to the terms of this Section 6.2 has agreed in writing that Seller will attempt prior to the end of the Feasibility Period to cure such unacceptable Survey Mattersprior to Closing) shall be considered Permitted Exceptions. If Seller fails Purchaser fails, for any or refuses no reason, to cure said unacceptable obtain the Survey Matters within during the time period above providedFeasibility Period, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall Purchaser will be deemed to waive such have waived any requirement set forth in this Agreement regarding the Survey Matters and accept title subject theretoall matters shown on the Existing Survey or which would be shown on a current survey of the Property had one been obtained, in which event there shall also be no reduction in the Purchase Priceconsidered “Permitted Exceptions.”
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Banc of California, Inc.)
Survey. Seller has furnished Buyer with may obtain, at its expense, a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) which will conform to the 2016 ALTA/ACSM (NSPS) minimum standard detail requirements, and which will be acceptable to the Title Company to issue an extended coverage Owner’s Title Policy. If the Survey shows any matters which materially and adversely affect the value of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller shall be deemed to have given notice to determination, Buyer that Seller refuses to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Sellermay, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later receipt of the date Survey give notice to Seller of Sellersuch matters (“Buyer's Survey Objections”). Unless Buyer timely gives Seller notice of Buyer’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminateSurvey Obligations, Buyer shall be deemed to waive have approved the Survey, all matters shown thereon shall be deemed to be Approved Title Conditions, and Buyer shall have waived its right to terminate this Agreement under this Paragraph 7(a)(i)(B). If Buyer timely gives Seller notice of Buyer’s Survey Objections, Seller shall have five (5) Business Days after receipt of such notice from Buyer within which to advise Buyer if Seller will correct or cure Buyer’s Survey Matters and accept title subject theretoObjections prior to the Closing Date. If Seller fails to give Buyer notice of its election to correct or cure Buyer’s Survey Objections within such five (5) Business Day period, then Seller will be deemed to have elected not to correct or cure Buyer’s Survey Objections. In such event, Buyer shall have the option to either (a) terminate this Agreement by notice to Seller within two (2) Business Days thereafter, whereupon the provisions of Paragraph 7(c) shall apply, or (b) proceed to the Closing, in which event there Buyer’s Survey Objections shall be deemed waived. If Buyer fails to timely elect option (a) within the aforesaid two (2) Business Day period, it shall conclusively be deemed to have elected option (b). Seller shall have no reduction in the Purchase Priceobligation to cure any of Buyer’s Survey Objections.
Appears in 1 contract
Samples: Agreement for Purchase and Sale
Survey. Seller has furnished Buyer with agrees that Purchaser reserves the option to cause a copy of the most recent as-built survey of the Real Property or an update of the existing survey of the Property to be made by a surveyor acceptable to the Title Company. Purchaser agrees to make payment in full and to be solely responsible for all costs of obtaining any such survey and, in the event of Closing, Seller agrees to reimburse Purchaser for the cost of the survey or survey update (in no event, however, shall such reimbursement exceed $2,000.00). If the survey provided to Purchaser as one of the Submission Items pursuant to Section 3.02 (or any survey ordered by the Purchaser), shall reflect any encroachments, overlaps, unrecorded easements or similar rights in third parties, or any other adverse matters not specifically provided for in this Agreement, then not later than seven (7) days before the end of the Investigation Period, Purchaser shall provide Seller with a written notice of any matters on such survey to which Purchaser objects. Within seven (7) days after Seller’s possession (receipt of notice of Purchaser’s objections, Seller shall provide written notice to Purchaser as to whether Seller will cure any such objections or refuse to cure the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyorobjections. Should the Prior Survey or the New Survey contain In no event shall Seller be obligated to cure any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptionsobjections. If Buyer Seller fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives deliver notice of such unacceptable Survey Matters its election to cure such Survey Matters to Buyer’s reasonable satisfaction. Purchaser, Seller shall be deemed to have given notice elected not to Buyer that cure the objections. In the event Seller refuses elects, or is deemed to have elected, not to cure any unacceptable Survey Mattersobjections, then Purchaser shall have the right to either waive the objection and proceed to Closing, in which Seller may so do in its sole discretionevent the exception shall be deemed a Permitted Exception, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded SellerAgreement, and in which event the Deposit shall be returned immediately refunded to Buyer, Purchaser and the parties shall have no further rights or (b) if Buyer obligations hereunder. In the event Purchaser fails to so terminatedeliver to Seller written notice of its election within seven (7) days after Seller’s notice of Seller’s election, Buyer then Purchaser shall be deemed to have elected to waive the objections and proceed to Closing. All objections that are waived, or deemed to be waived, by Purchaser shall become Permitted Exceptions. In the event Seller elects to cure any objections, Seller shall have until Closing to complete the cure of such Survey Matters and accept title subject thereto, in which event there shall be no reduction in objections to the Purchase Pricereasonable satisfaction of Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KVH Industries Inc \De\)
Survey. No later than ten (10) days following the date hereof, Seller has furnished Buyer with a copy shall deliver the Survey to Purchaser, at Seller's sole cost and expense. The Survey shall be dated not more than thirty (30) days prior to date of the most recent as-built survey of delivery, shall show no encroachments by or from the Real Property in Seller’s possession (the “Prior Survey”)onto any adjacent property and no violation of or encroachments upon any recorded building lines, and on restrictions, zoning set-backs, or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of easements affecting the Real Property by a registered land surveyorProperty. Should If the Prior Survey discloses any such unpermitted encroachment or violation or any exceptions to title or matters indicating possible rights of third parties other than the New Survey contain any encumbrances, encroachments or other survey defects (collectively Permitted Title Exceptions and the “Survey Matters”) which same are not acceptable to Buyer Purchaser, or if Purchaser desires to have the surveyor's certification revised in its sole discretiona reasonable manner, Buyer shallthen, prior to the expiration within five (5) days from Purchaser's receipt of the Inspection PeriodSurvey, Purchaser must so notify Seller of such exceptionsSeller. If Buyer Purchaser fails to so notify Seller of any unacceptable within said five (5) day period, the Survey Matters as described abovewill be conclusively deemed to be approved by Purchaser. If, all Survey Matters shall be deemed accepted by Buyer. If any Survey Matters are unacceptable to Buyer and Buyer timely within said five (5) day period Purchaser notifies Seller that the Survey does not comply with the terms of this Agreement (which notification must specify in writing of such fact as provided abovewhat respects the Survey does not so comply), Seller, in its sole discretion, Seller shall have fifteen ten (1510) days from the date Seller receives of delivery of Purchaser's notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller shall be deemed to have given notice the Title Insurer issue its endorsements insuring against damage caused by such encroachments, violations or unpermitted exceptions and provide evidence thereof to Buyer that Purchaser, or to have the surveyor's certification revised, as applicable, and if Seller refuses fails to cure any unacceptable Survey Mattersdo so, which Seller may so do in its sole discretion, unless Sellerand provide evidence thereof to Purchaser, within such fifteen said ten (1510) day period, shall notify Buyer in writing that Seller will attempt Purchaser may elect within ten (10) days after the expiration of Seller's ten (10) day cure period, to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (ai) terminate this Agreement on and thereafter there shall be no further liability of either party hereunder (in which event the Deposit shall promptly be returned to Purchaser) or before (ii) accept the Real Property subject to such encroachments, violations and unpermitted exceptions or the unrevised surveyor's certification, as applicable, without any diminution of the Purchase Price. Purchaser's failure to make any election within said ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be conclusively deemed to waive such Survey Matters and accept title subject thereto, mean that Purchaser has elected the option contained in which event there shall be no reduction in the Purchase Pricesubsection (i) of this Section 4.1.
Appears in 1 contract
Survey. Seller has furnished Buyer with shall, as part of the Investigation Documents required hereunder, deliver to Purchaser a copy of the most recent as-built existing ALTA survey of with respect to the Real Property in Seller’s possession Property. Purchaser shall have the right, at its sole cost and expense, to have a current ALTA/ACSM survey (the “Prior Survey”) prepared. Purchaser shall on or before the date that is ten (10) Business Days before the expiration of the Due Diligence Period (the “Objection Period”), object in writing to any matters shown on the Survey, which objection must be accompanied by a copy of the Survey. Purchaser’s failure to timely object to any such matters shall be deemed to constitute Purchaser’s approval thereof. If Purchaser timely objects to any matters shown on the Survey, then Seller shall have the right, but not the obligation, to (a) elect to cure such objections to Purchaser’s satisfaction (in Purchaser’s sole and absolute discretion); or (b) subject to Section 8.1(b), unconditionally and irrevocably agree in writing that such objections will be cured to Purchaser’s satisfaction (in Purchaser’s sole and absolute discretion) prior to or upon Closing. Seller shall have until 5:00 p.m. (Eastern Time) on the date which is three (3) Business Days after the Objection Period (the “Cure Date”) to make its election pursuant to the immediately preceding sentence. If Seller timely cures or commits in writing to cure such objections to Purchaser’s satisfaction (in Purchaser’s sole and absolute discretion), then the Survey shall be deemed approved; provided, however, if Seller does not timely cure or commit in writing to cure such objections to Purchaser’s satisfaction (in Purchaser’s sole and absolute discretion) prior to the Cure Date, then Purchaser shall, on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey Due Diligence Period (the “New SurveyReview Date”), either (i) terminate this Agreement by delivering to Seller a written notice of termination, whereupon (A) this Agreement shall automatically terminate, (B) the Escrow Agent shall immediately release and return the Xxxxxxx Money (including any interest accrued thereon) to Purchaser, (C) each party shall pay one-half (1/2) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain expenses of escrow and (D) neither party shall have any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior further obligation to the expiration of other party hereunder, except for the Inspection PeriodSurviving Obligations; or (ii) waive the objections that Seller has not cured or committed to cure to Purchaser’s satisfaction, notify which shall then become Permitted Exceptions. Purchaser’s failure to timely deliver to Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives Escrow Agent a written notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller termination shall be deemed to have given notice to Buyer constitute Purchaser’s waiver of such objections that Seller refuses has not cured or committed to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Pricecure.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Carey Watermark Investors Inc)
Survey. On the first business day immediately following the date that this Agreement is fully executed and delivered (the “date of this Agreement”), Seller has furnished shall furnish Buyer with a copy of the most recent (partial) as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Prior Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller if any such Prior 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 Buyer in its sole discretion, Buyer shall, prior to the expiration of such exceptions. If Buyer fails to so the Inspection Period, notify Seller of if any unacceptable such New Survey Matters as described above, all are unacceptable (the Prior Survey Matters shall be deemed accepted by Buyerand the New Survey Matters are referred to collectively as “Survey Matters”). If any Survey Matters are unacceptable to Buyer and Buyer timely notifies Seller in writing of such fact as provided aboveabove provided, Seller, in its Seller’s sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfactionMatters. Seller 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, within such fifteen five (155) day perioddays after receipt of notice from Buyer, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, Closing Date and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
Survey. Seller has furnished delivered to Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession that certain ALTA/ASCM Land Title Survey for ING Xxxxxxx Xxxx Xxx 000, 00xx Xxxxxxxx, XxXxxx Xxxxxx Georgia, prepared by Xxxxxx Xxxxxx & Associates, Inc. (the “Prior Surveyor”) dated as of August 3, 2006 (the “Existing Survey”). All matters shown on the Existing Survey shall be deemed Permitted Exceptions unless Buyer indicates otherwise in the Initial Notice referred to in Section 7(b) above, and on or before in which case, the expiration provisions of Section 7 shall govern. Buyer has engaged the Inspection PeriodSurveyor to update the Existing Survey, Buyer may obtain a current as-built survey (such updated Existing Survey shall be hereinafter referred to as the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or If the New Survey contain reveals any encumbrancesmatters (collectively, encroachments or other survey defects (collectively the “"New Survey Matters”") which are not acceptable to Buyer in its sole discretion, Buyer shall, prior affecting title to the expiration of Property which were not shown on the Inspection PeriodExisting Survey, notify Seller of such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all New Survey Matters shall be deemed accepted Permitted Exceptions except any as to which Buyer objects by written notice to Seller (the “Buyer. If any ’s New Survey Matters are unacceptable to Buyer and Buyer timely notifies Seller in writing of such fact as provided above, Seller, in its sole discretion, shall have fifteen (15Notice”) days from by not later than 5:00 p.m. Eastern Time on the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to that is three (3) business days after Buyer’s reasonable satisfactionreceipt of the New Survey. Seller shall be deemed have until the date ten (10) days after Seller’s Receipt of the Buyer’s New Survey Notice in which to have given review the Buyer’s New Survey Notice (the "New Survey Election Period"), and, if Seller elects, in which to give Buyer written notice to Buyer that Seller refuses to cure of any unacceptable Survey Matters, valid objections specified therein which Seller may so do in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will intends to attempt to satisfy. If Seller makes such election, Seller shall cure all such unacceptable New Survey MattersMatters at or prior to Closing. If Seller fails or refuses to cure said unacceptable Survey Matters make such election within the time period above providedNew Survey Election Period or if Seller fails to satisfy any such valid objections at or prior to Closing, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s then Buyer, at its option exercised by written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.may:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
Survey. Seller General Partner has furnished Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s 's possession (the “"Prior Survey”"), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “"New Survey”") of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “"Survey Matters”") which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller General Partner of such exceptions. If Buyer fails to so notify Seller General Partner 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 General Partner in writing of such fact as provided above, SellerGeneral Partner, in its sole discretion, shall have fifteen ten (1510) days from the date Seller General Partner receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s 's reasonable satisfaction. Seller General Partner shall be deemed to have given notice to Buyer that Seller General Partner refuses to cure any unacceptable Survey Matters, which Seller General Partner may so do in its sole discretion, unless SellerGeneral Partner, within such fifteen ten (1510) day period, shall notify Buyer in writing that Seller General Partner will attempt to cure such unacceptable Survey Matters. If Seller General Partner fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s General Partner's written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen ten (1510) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.. A/72601405.7 SECTION 3
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
Survey. Seller has furnished Buyer with a copy of the most recent as-built On or before 5:00 p.m., EST, on December 11, 1998 ("SURVEY PERIOD"), Purchaser shall cause to be prepared an accurate survey of the Real Property in Seller’s possession (the “Prior Survey”), Estate and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property Improvements associated with each Complex certified by a registered land surveyorsurveyor in the state in which the Complex is located. Should Each survey shall show the Prior Survey boundaries and the acreage, to the nearest 1000th of an acre, of the Complex, the location of all easements, buildings, improvements and/or encroachments, if any, located thereon, together with a legal description of the Real Estate that is associated with the Complex. If the legal description in any survey differs from the applicable legal description attached hereto, then, in addition to the deed to be delivered by Seller at Closing, Seller will execute in favor of Purchaser a non-warranty deed which uses the legal description from Purchaser's new survey. Seller shall execute any reasonable affidavit which is customarily required by the Title Company providing the owner's title insurance policy referred to in this section to issue the policy to Purchaser without any survey exception. If any survey of a Complex reveals an encroachment, a title defect or other physical condition of a material nature, including without limitation that any of the Improvements are non-conforming structures under either the applicable zoning regulations or the New Survey contain any encumbrancesapplicable building codes, encroachments or other survey defects (collectively the “Survey Matters”) which that are not acceptable "legally non-conforming," and that was not revealed in connection with the title examination conducted by Purchaser pursuant to Buyer SECTION 5(A) of this Agreement or the physical inspection of the Premises conducted by Purchaser pursuant to SECTION 4(B) of this Agreement, Purchaser shall advise Seller in its sole discretion, Buyer shall, writing of any survey objections prior to the expiration of the Inspection Survey Period, notify Seller of such exceptions. If Buyer fails objections to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters shall be deemed accepted by Buyer. If any Survey Matters survey are unacceptable to Buyer and Buyer timely notifies Seller in writing of such fact made as provided abovein this SECTION 5(B), Seller, in Seller shall make a good faith effort to remedy the survey objection to the reasonable satisfaction of Purchaser and its sole discretion, shall have fifteen attorney within fourteen (1514) days from the date Seller receives of notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any unacceptable Survey Matters, which Seller may objection In the event any survey objection is not so do in its sole discretion, unless Seller, cured or remedied within such fifteen the fourteen (1514) day period, the Purchaser, at its election, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within have the time period above provided, Buyer may right to: (a) accept the Premises subject to the survey objection; or (b) terminate this Agreement on or before ten (10) business days after and receive the later return of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase PriceEarnxxx Xxxey.
Appears in 1 contract
Samples: Real Estate Sale Agreement (Summit Properties Partnership L P)
Survey. Within _______ (____) days after the Effective Date, Seller has shall have furnished Buyer with Purchaser, at Seller's expense, a copy of the most recent as-built boundary survey of the Real Property Estate prepared by a surveyor or engineer who is licensed by the appropriate governmental authorities of the state in Seller’s possession which the Real Estate is located and who is acceptable to Purchaser (such boundary survey for the “Prior Real Estate being referred to herein as the "Survey”)") , and on or before certified as of a date not more than ten (10) days prior to the expiration date of delivery to Purchaser. The Survey shall be prepared in accordance with Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by [the Indiana Land Title Association] [ALTA and ACSM in 1992] , and shall certify that the Real Estate is not located within a Special Flood Hazard Area. The Survey shall be certified to Seller, Purchaser, and such other parties as Purchaser may request. Within _____ (____) days after receipt by Purchaser of the Inspection PeriodTitle Commitment and the Survey, Buyer may obtain a current as-built survey (Purchaser shall advise Seller of any defect or objections affecting the “New Survey”) marketability of title to the Real Property or the use of the Real Property as a motel, whether disclosed by a registered land surveyor. Should the Prior Survey Title Commitment or the New Survey contain any encumbrancesSurvey. Any item to which no objection is made by that date shall thereafter be a "Permitted Exception." Purchaser agrees that the Existing Financing Lien shall be a Permitted Exception, encroachments and that Purchaser shall not be entitled to raise such Existing Financing Lien as a defect or other survey defects (collectively objection affecting the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior marketability of title to the expiration Real Property, so long as no event of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters shall be deemed accepted by Buyerdefault is continuing thereunder. If any Survey Matters are unacceptable objection is timely made, Seller shall endeavor to Buyer and Buyer timely notifies Seller in writing satisfy the same within ______ (___) days after Seller's receipt of such fact as provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date objection. If Seller receives notice of fails to satisfy such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, objection within such fifteen _________ (15___) day period, shall notify Buyer in writing that Purchaser may, by written notice given to Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may __________ (a____) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen such _______________ (15____) day notice period afforded Sellerperiod, and terminate this Contract, in which event the Deposit Earnxxx Xxxey, together with all interest thereon, shall be returned to BuyerPurchaser, and neither Seller nor Purchaser shall have any further rights, remedies or (b) if Buyer fails obligations hereunder. Purchaser's failure to so terminate, Buyer terminate this Contract shall be deemed a waiver of any objection not satisfied by Seller, other than objection to waive such Survey Matters and accept title subject thereto, in which event there shall liens (other than the Existing Financing Lien) that may be no reduction in satisfied out of the Purchase PricePrice at Closing, and all such objections deemed waived shall thereafter constitute Permitted Exceptions.
Appears in 1 contract
Samples: Signature Inns Inc/In
Survey. Seller has furnished Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property Land and the Improvements by a registered land surveyor. Should the Prior Survey contain any encumbrances, encroachments or other survey defects (collectively, the “Prior Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall prior to the expiration of the Inspection Period, notify Seller if any such Prior Survey Matters are unacceptable. In addition, if Buyer otherwise 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 the collectively, “New Survey Matters”) and which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of if any such exceptionsNew Survey Matters are unacceptable. (The Prior 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 of any unacceptable Prior Survey Matters during the time period 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 provided aboveabove provided, Seller, in its Seller’s sole discretion, shall have fifteen thirty (1530) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfactionMatters. Seller 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, within such fifteen ten (1510) day perioddays after receipt of notice from Buyer, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If If, after diligent efforts, Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to BuyerClosing Date, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
Survey. Purchaser acknowledges that Seller has furnished Buyer with delivered to Purchaser, and Purchaser has received, a copy of Seller’s current survey for the most recent as-built Property, and Purchaser may, at Purchaser’s option, within the Evaluation Period, obtain, and deliver to Seller a copy of, an updated survey of the Real Property certified to Purchaser and the Title Company (the existing survey or the updated survey, as applicable, “Survey”). If Purchaser does not obtain an updated survey, then Seller, upon request by Purchaser, shall execute and deliver at Closing a survey affidavit of no change If the Survey discloses conditions which are both (A) not included within the list of permitted title matters listed on Exhibit C attached hereto and made a part hereof and (B) material and adverse to Purchaser in SellerPurchaser’s possession good faith business judgment (any such exception being referred to herein as an “Unpermitted Survey Condition”, then Purchaser shall have the right to give Seller notice of any such Unpermitted Survey Condition on or prior to the date which is five (5) days after Purchaser’s receipt of the Survey (the “Prior SurveySurvey Objection Out Date”), and . Any matters revealed by the Survey that are not objected to by Purchaser on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters Objection Out Date shall be deemed accepted “Permitted Survey Conditions”. In addition, any matters revealed by Buyerthe Survey that do not constitute Unpermitted Survey Conditions, regardless of whether Purchaser objects thereto, shall constitute Permitted Survey Conditions. Seller shall have five (5) days following the receipt of any such notice in which to give Purchaser notice that Seller will either (a) cause such Unpermitted Survey Conditions(s) to be removed from the Survey or insured against by the Title Company or (b) not cause such Unpermitted Survey Conditions(s) to be removed from the Survey or insured against by the Title Company (without payment of additional charge or premium by either party); if Seller gives notice pursuant to clause (a), then Seller will cause such Unpermitted Survey Conditions(s) to be deleted from the Survey, or cause the Title Company to give affirmative insurance in favor of Purchaser with respect to such Unpermitted Survey Conditions(s) prior to the Closing Date (and Seller shall have the right to adjourn the Closing Date for up to four (4) days in order to effectuate same). If Seller (i) fails to give any Survey Matters are unacceptable to Buyer and Buyer timely notifies such notice within said five (5) day period, or (ii) gives notice under clause (b) above, then Purchaser will have three (3) Business Days following the giving of such notice by Seller in writing which to either (X) elect to terminate this Agreement, or (Y) waive the right to terminate this Agreement as a result of any such fact as provided aboveUnpermitted Survey Conditions(s), Sellerwhich election must be made by the giving of notice thereof to Seller within said three (3) Business Day period. If Purchaser fails to deliver such notice terminating this Agreement pursuant to clause (X) above within said three (3) Business Day period, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller then Purchaser shall be deemed to have given notice waived its right to Buyer terminate this Agreement. If Purchaser elects to waive, or is deemed to have waived, the right to terminate this Agreement as aforesaid, then any Unpermitted Survey Conditions previously objected to by Purchaser shall become “Permitted Survey Conditions”. If Purchaser terminates this Agreement as aforesaid, then Seller and Purchaser shall direct the Title Company to return the Xxxxxxx Money Deposit to Purchaser, and neither party shall have any further obligation under this Agreement or the Section 2.2(b) Transactions, except that the obligations of the parties under the Termination Surviving Obligations shall survive. Purchaser acknowledges that Seller refuses shall be entitled to cure any unacceptable Survey Matters, which Seller may so do deliver its notice under clause (a) or clause (b) above in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt and absolute discretion subject to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate provisions of Section 6.4 of this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase PriceAgreement.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Mack Cali Realty Corp)
Survey. Seller has furnished Buyer provided Purchaser with a copy of the most recent as-built survey of the Real Property in Seller’s possession existing survey for each Individual Property (the “Prior Existing Survey”). Purchaser shall have the right to request a new survey or an update to the Existing Survey (any such new or updated survey, the “Survey”) during the Feasibility Period. If the Existing Survey or Survey discloses any matters which are unacceptable to Purchaser, in Purchaser’s sole and absolute discretion, Purchaser shall notify Seller in an Objection Notice delivered on or before the expiration end of the Inspection Title Review Period, Buyer may obtain a current as-built . Any survey (matter shown on the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Existing Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer disapproved in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters an Objection Notice within said time period shall be deemed accepted approved by BuyerPurchaser and shall constitute a Permitted Exception hereunder. Upon receipt of Purchaser’s Objection Notice, Seller shall have until three (3) days after receipt of such Objection Notice to elect to notify Purchaser in writing that Seller either (i) will cure such unacceptable survey matters contained in the Objection Notice on or before the Closing, or (ii) elects not to cause such unacceptable survey matters contained in the Objection Notice to be cured. If Seller makes (or is deemed to have made) the election in clause (ii) above as to any Survey Matters are unacceptable survey matters contained in the Objection Notice, then Purchaser shall have until the end of the Feasibility Period to Buyer and Buyer timely notifies notify Seller in writing that Purchaser elects either to (x) nevertheless proceed with the purchase and take title to the Property subject to such survey matters contained in the Objection Notice (without any reduction of such fact as provided aboveor credit against the Purchase Price), or (y) terminate this Agreement by giving written notice to Seller, in its sole discretionwhich case Purchaser shall be entitled to a return of the Deposit, this Agreement shall terminate, and thereupon Seller and Purchaser shall have fifteen (15) days from no further rights or obligations hereunder, except for the date Seller receives notice provisions hereof that expressly survive termination of such unacceptable Survey Matters this Agreement. Notwithstanding anything herein to cure such Survey Matters the contrary, if Purchaser elects not to Buyer’s reasonable satisfaction. Seller shall terminate this Agreement under this Section 6.2, Purchaser will be deemed to have given notice to Buyer that Seller refuses to cure waived any unacceptable Survey Matterssurvey objections contained in the Objection Notice which remain uncured as of the end of the Feasibility Period and such uncured title objections (in each case, other than those, if any, which Seller may so do Seller, in its Seller’s sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer agrees in writing that Seller will attempt prior to the end of the Feasibility Period to cure such unacceptable Survey Matters. If Seller fails or refuses prior to cure said unacceptable Survey Matters within the time period above provided, Buyer may (aClosing) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Priceconsidered Permitted Exceptions.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Blackstone Real Estate Income Trust, Inc.)
Survey. Seller has furnished Buyer with a copy of the most recent as-built may, at Buyer’s sole cost and expense, obtain an ALTA/NSPS survey of the Real Property in Seller’s possession Land or an update to any existing ALTA/NSPS survey (the "Survey"). Buyer shall have a period from the Effective Date until the date that is five (5) days prior to the expiration of the Inspection Period (“Prior SurveySurvey Review Period”)) within which to approve or disapprove any matters (also referred to herein as “objection” and its derivatives) disclosed by the Survey and to give written notice to Seller of any disapproval thereof, indicating in reasonable detail the nature of the disapproved matter. In the event Buyer does not so notify Seller of any objections by expiration of said Survey Review Period, Buyer shall be deemed to have waived objection to any such survey matters and agreed to accept title subject thereto. In the event Buyer so notifies Seller of any objections by expiration of said Survey Review Period, Seller at its sole option may elect (but shall have no obligation whatsoever) to attempt to cure any disapproved matter on or before Closing by giving written notice thereof to Buyer within three business days after receiving Buyer’s notice (the "Seller’s Survey Notice Period"). In the event that, prior to the expiration of the Seller’s Survey Notice Period, Seller fails to give such notice of its intention to attempt to effectuate such cure, Seller will be deemed to have elected not to cure any such disapproved matter and Buyer may, prior to expiration of the Inspection Period, terminate this Agreement by notice to Seller or as otherwise set forth in Section 4.1(a) in which event the Deposit actually received by Escrow Agent shall be returned to Buyer subject to any surviving obligations required by this Agreement; provided if Buyer does not so terminate this Agreement prior to expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller shall be deemed to have given notice waived objection to Buyer that Seller refuses any such survey matter and agreed to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no without reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Survey. Within thirty (30) days after the full execution and delivery of this Agreement, Buyer may, at Buyer's cost and expense, obtain an "as-built" survey of the Property (the "Survey"). Within 10 business days following the date hereof, Seller has furnished shall deliver to Buyer with a copy of the most recent as-built survey of the Real Property or Land in Seller’s 's possession (the “Prior Survey”), and on or before the expiration of the Inspection Period, under its control. Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen a period of ten (1510) days from the date of Buyer's receipt of the Survey within which to approve or disapprove matters disclosed by the Survey and to give written notice to Seller receives notice of such unacceptable Survey Matters any disapproval thereof, indicating in reasonable detail the nature and reasons for Buyer's objection. Any survey matters not timely disapproved pursuant to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller the preceding sentence shall be deemed to have given notice to approved by Buyer. In the event Buyer that timely notifies Seller refuses of Buyer's disapproval of the Survey, Seller shall attempt to cure any unacceptable disapproved matter within thirty (30) days from receipt of such notice (the "Survey MattersCure Period"), which provided Seller may so do shall not be required to spend any money or suffer any expense in its sole discretionconnection therewith, unless Sellerand, within such fifteen (15) day periodthe Closing, if it otherwise is scheduled to occur earlier, shall notify Buyer in writing that Seller will attempt to cure be extended until the earlier of three (3) business days following the expiration of the Survey Cure Period or three (3) business days after such unacceptable Survey Mattersmatter is cured. If In the event Seller fails or refuses to actually effectuate a cure said unacceptable Survey Matters of the matters objected to within the time period above providedSurvey Cure Period, Buyer may (a) Buyer's sole rights with respect thereto shall be to terminate this Agreement on or before ten and receive a refund of the Deposit within three (103) business days after the later expiration of the date of Seller’s written notice furnished to Survey Cure Period, provided if Buyer as described above or does not so terminate this Agreement within three (3) business days after the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminateSurvey Cure Period, Buyer shall be deemed to waive have waived objection to any such Survey Matters survey matter and agreed to accept title subject thereto, in which event there shall be no without reduction in the Purchase Price.
Appears in 1 contract
Survey. No later than five (5) days following the date hereof Seller has furnished Buyer with a copy shall deliver the Survey and copies of all of the most recent as-built survey of recorded documents as required by Paragraph below to Purchaser, at Seller's sole cost and expense. The Survey shall be dated no earlier than November 1, 1997, shall show no encroachments by or from the Real Property in Seller’s possession (the “Prior Survey”)onto any adjacent property and no violation of or encroachments upon any recorded building lines, and on restriction, zoning set-backs, or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of easements affecting the Real Property by a registered land surveyorProperty. Should If the Prior Survey discloses any such unpermitted encroachment or violation or any exceptions to title or matters indicating possible rights of third parties other than the New Survey contain any encumbrances, encroachments or other survey defects (collectively Permitted Title Exceptions and the “Survey Matters”) which same are not acceptable to Buyer Purchaser, or if Purchaser desires to have the surveyor's certification revised in its sole discretiona reasonable manner, Buyer shallthen, prior to the expiration within five (5) days from Purchaser's receipt of the Inspection PeriodSurvey, Purchaser must so notify Seller of such exceptionsSeller. If Buyer Purchaser fails to so notify Seller of any unacceptable within said five (5) day period, the Survey Matters as described abovewill be conclusively deemed to be approved by Purchaser. If, all Survey Matters shall be deemed accepted by Buyer. If any Survey Matters are unacceptable to Buyer and Buyer timely within said five (5) day period Purchaser notifies Seller that the Survey does not comply with the terms of this Agreement (which notification must specify in writing of such fact as provided abovewhat respects the Survey does not so comply or that the certification should be revised), Seller, in its sole discretion, Seller shall have fifteen ten (1510) days from the date Seller receives of delivery of Purchaser's notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller shall be deemed to have given notice the Title Insurer issue its endorsements insuring against damage caused by such encroachments, violations or unpermitted exceptions and provide evidence thereof to Buyer that Purchaser, or to have the surveyor's certification revised, as applicable, and if Seller refuses fails to cure any unacceptable Survey Mattersdo so, which Seller may so do in its sole discretion, unless Sellerand provide evidence thereof to Purchaser, within such fifteen said ten (1510) day period, shall notify Buyer in writing that Seller will attempt Purchaser may elect within ten (10) days after the expiration of Seller's ten (10) day cure period to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (ai) terminate this Agreement on and thereafter there shall be no further liability of either party hereunder (in which event the Deposit shall promptly be returned to Purchaser) or before (ii) accept the Real Property subject to such encroachments, violations and unpermitted exceptions or the unrevised surveyor's certification, as applicable, without any diminution of the Purchase Price. Purchaser's failure to make any election within said ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be conclusively deemed to waive such Survey Matters and accept title subject thereto, mean that Purchaser has elected the option contained in which event there shall be no reduction in the Purchase Pricesubsection (i) of this Paragraph .
Appears in 1 contract
Survey. Seller has furnished Buyer with shall obtain at Buyer's expense a survey of the Property (the "Survey"), which shall (i) include or show the gross land area of the Property, and (ii) be reasonably acceptable to the Title Company for the purposes of deleting the standard preprinted survey exceptions. Buyer shall promptly provide a copy of the most recent as-built survey Survey to Seller upon receipt of the Real Property in Seller’s possession (the “Prior Survey”), and same. If on or before the expiration of the Inspection Period, Objection Date Buyer may obtain a current as-built survey provides written notice (the “New Survey”"Survey Notice") of to Seller that the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain contains any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) matters which are not reasonably acceptable to Buyer for Buyer's proposed use, then Seller, within the Cure Period, may elect to attempt to cure such defects and deliver a revised Survey to Buyer. If Buyer fails to timely deliver any written objections to the Survey to Seller on or before the Objection Date, then Buyer shall be deemed to have accepted and approved the Survey. If Seller is unable or unwilling to cure any or all of the defects indicated in its sole discretionthe Survey Notice, Buyer shall, shall have the right to either: (1) terminate this Agreement by sending written notice of such termination to Seller prior to the expiration of the Inspection Investigation Period, notify in which event, the Earnest Money shall be refxxxxx xo Buyer promptly as Buyer's sole and exclusive remedy, and, except as explicitly stated herein, thereafter neither Seller nor Buyer shall have any further obligations under this Agreement, provided, however, that the indemnities of Buyer and Seller set forth in Paragraph 3 and Paragraph 7 hereof and all other indemnities and agreements which expressly survive termination shall survive the termination of this Agreement; or (2) waive its objection to such exceptionsmatters and accept the Survey subject thereto. Notwithstanding anything contained herein to the contrary, Seller shall not be required to expend any funds whatsoever in an effort to cure any such defects in the Survey. If Buyer fails has not delivered the Survey Notice to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminateObjection Date, Buyer shall be deemed to waive such have waived Buyer's rights to object to Survey Matters and accept title subject thereto, in which event there shall be no reduction in matters or terminate this Agreement pursuant to the Purchase Priceprovisions of this Paragraph 5.
Appears in 1 contract
Survey. Within five (5) days from the Effective Date, Seller has furnished Buyer with will deliver to Purchaser a copy of the most recent as-built latest survey of the Real Land and Improvements obtained by Seller in connection with Seller's latest financing of the Property in Seller’s possession (the “Prior "Survey”"). In the event Purchaser requires an update, recertification or other modification of the Survey, Purchaser may, at Purchaser's expense, subject to reimbursement from Seller at the Closing as provided in Section 6.7 below, obtain such update, modification or recertification of the Survey (the "Updated Survey"). Purchaser shall promptly deliver to Seller a copy of any update, modification or recertification of the Survey obtained by Purchaser and Purchaser shall cause the certification on the updated, modified or recertified Survey to be addressed to include Seller. If the Survey or Updated Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, Purchaser shall prior to expiration of the Inspection Period (as hereinafter defined), notify Seller in writing of such fact and on or before the reasons therefor (the "Purchaser's Survey Objections"). If Purchaser fails to notify Seller of any such Purchaser's Survey Objections and the reasons such items are unacceptable to Purchaser, upon the expiration of the Inspection Period, Buyer may obtain a current as-built survey (Purchaser shall be deemed to have accepted the “New Survey”) form and substance of the Real Property by a registered land surveyorSurvey and Updated Survey and all matters shown thereon and such matters shall be included in the term "Permitted Encumbrances." Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Purchaser's Survey Objections. Should If Seller is unable or unwilling to eliminate or modify or commit in writing to so eliminate or modify prior to Closing the Prior Purchaser's Survey or Objections to the New Survey contain any encumbrancesreasonable satisfaction of Purchaser, encroachments or other survey defects Seller may give Purchaser written notice thereof, and Purchaser may (collectively the “Survey Matters”) which are not acceptable to Buyer in as its sole discretion, Buyer shall, and exclusive remedy) either (i) terminate this Agreement by notice in writing to Seller prior to the expiration of the Inspection Periodfive (5) days after receipt of written notice from Seller responding to Purchaser’s Survey Objections, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 but in writing of such fact as provided above, Seller, in its sole discretion, shall have no event later than fifteen (15) days from after the date expiration of the Due Diligence Period, whether or not Seller receives notice of responds to Purchaser's Survey Objections, or (ii) may accept such unacceptable title to the Property as Seller can deliver without any reduction in Purchase Price, in which event such uncured Purchaser's Survey Matters Objections shall be included in the term "Permitted Encumbrances." If Purchaser does not elect to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller terminate this Agreement within the period described in the immediately-preceding sentence, Purchaser 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within accepted the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later form and substance of the date Survey and Updated Survey and all uncured matters shown thereon (including, without limitation, the Purchaser's Survey Objections) and such matters shall be included in the term "Permitted Encumbrances." In the event of Seller’s written notice furnished a termination pursuant to Buyer as described above this Section 4.1, the parties shall have no further rights or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, obligations hereunder and the Deposit Xxxxxxx Money shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, Purchaser upon satisfaction of the conditions set forth in which event there shall be no reduction in the Purchase PriceSection 10.12 hereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Republic Realty Fund I)
Survey. Seller has furnished Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Prior Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller if any such Prior 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 Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller if any such exceptionsNew Survey Matters are unacceptable (the Prior 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 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 provided aboveabove provided, Seller, in its Seller’s sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfactionMatters. Seller 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, within such fifteen five (155) day perioddays after receipt of notice from Buyer, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, Closing Date and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
Survey. Buyer shall obtain, at its sole cost, any survey which it wants within thirty (30) days of the date this Agreement has been fully executed. Buyer shall within ten (10) days from its receipt of the survey deliver in writing to Seller has furnished such objections as Buyer may have to anything contained or set forth therein, together with a copy of the most recent as-built survey survey; provided, however, that Buyer shall not object to any matters which do not materially interfere with Buyer's intended use of the Real Property Premises . Any matter contained in Seller’s possession (the “Prior Survey”), and on or before the expiration of the Inspection Period, Survey to which Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are does not object shall be deemed to be acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptionsBuyer. If Buyer fails raises any objections to so the survey within the time period set forth herein, Seller shall have ten (10) days after receipt of Buyer's objections to notify Buyer: (i) that Seller will remedy such objection or cause the title insurance company to insure against any such objection and provide Buyer with evidence reasonably satisfactory to Buyer of any unacceptable Survey Matters such remedy, or provide Buyer with evidence reasonably satisfactory to Buyer that such objection will be remedied or insured against before closing, in which event, Seller may extend the closing date for such period as described above, all Survey Matters shall be deemed accepted by Buyerrequired to effect such remedy, but not beyond forty-five (45) days; or (ii) that Seller elects not to cause such objection to be remedied. If any Survey Matters are unacceptable Seller gives Buyer notice that Seller cannot or elects not to remedy the objection, or if Buyer and determines that Seller cannot remedy such objections to Buyer's reasonable satisfaction, Buyer timely notifies Seller in writing of such fact as provided above, Seller, in its sole discretion, shall have fifteen ten (1510) days from the date Seller receives notice receipt of such unacceptable Survey Matters notice in which to cure such Survey Matters notify Seller that Buyer shall proceed with the purchase and take title to the Premises notwithstanding Buyer’s reasonable satisfaction. Seller 's objection to the survey, or that Buyer 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Mattersterminate this Agreement. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on is terminated pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Sellerobligations hereunder, and each party shall bear its own costs incurred hereunder, and the Deposit shall be returned refunded to Buyer, or (b) if . If Buyer fails to so terminatenotify Seller of its election, Buyer shall be deemed to have elected to proceed with the purchase of the Premises. Any such election to proceed by Buyer shall be deemed a waiver of such objection only as to Seller and shall not serve to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Priceobjection as to any person or entity not a party to this Agreement.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (First Security Bancorp Inc /Ky/)
Survey. Seller has furnished Buyer with may obtain, at its election and expense and within thirty (30) days following the Effective Date of this Agreement, a copy of the most recent as-built survey of the Real Property (herein "Survey") prepared by a surveyor of Buyer’s choice (herein "Surveyor"). The Survey shall (a) be accompanied by a certificate to Buyer and Buyer's title insurer in Seller’s possession standard form required by the title insurer, (b) correctly show the “Prior Survey”boundaries of the Property, the location of and identity of all visible easements and rights-of-way across, serving or abutting the Property, and all recorded easements to the extent they affect the Property (including all off-site easements affecting the Property), and (c) contain a correct calculation of the exact acreage of the Property calculated to the nearest 1/100th of an acre. If said Survey shows any encroachments onto the Property or from the Property onto adjoining lands or any other facts that affect the marketability of the Property, Buyer shall, on or before the expiration of thirtieth (30th) day following the Inspection PeriodEffective Date hereof, Buyer may obtain a current as-built survey notify Seller in writing to that effect specifying such defects (the “New SurveySurvey Defects”) of the Real Property by a registered land surveyor). Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable Buyer fail to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters Defects on or before the thirtieth (30th) day Buyer shall be deemed to have waived such Survey Defects. Any Survey Defects that are waived or accepted by BuyerBuyer shall also constitute a Permitted Exception to title. If any Survey Matters are unacceptable to Buyer and Buyer timely notifies Seller in writing of such fact as provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice receipt of such unacceptable notice (“Seller’s Survey Matters Cure Period”) to either agree to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller shall be deemed to have given defects or provide written notice to Buyer that Seller refuses will not cure the defects. The failure of Seller to provide written notice, on or before the expiration of Seller’s Survey Cure Period, of Seller’s agreement to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Defect shall constitute Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt ’s election not to cure such unacceptable Survey MattersDefects. If Seller fails or refuses elects not to cure said unacceptable the Survey Matters within Defects or if Seller is unable to cure the time period above providedSurvey Defects, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or as its sole and exclusive remedy, shall have the option of (bi) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no accepting the Property “as is” without a reduction in the Purchase Price, or (ii) terminating this Agreement within five (5) days after the expiration of Seller’s Survey Cure Period, whereupon Seller shall forthwith return the Deposit to Buyer, and thereupon Buyer and Seller shall each be released from all further obligations to each other respecting matters arising from this Agreement, except with regard to such provisions as expressly provide for survival of termination. Buyer’s failure to terminate this Agreement within five (5) days after the expiration of Seller’s Survey Cure Period shall result in Buyer’s waiver of its uncured objections to the Survey and its agreement to close on or before the date specified in Paragraph 4 hereinabove.
Appears in 1 contract
Samples: Real Estate Sales Agreement
Survey. Purchaser has approved (i) the survey ("Existing Survey") of the Properties and all matters shown thereon, prepared by Surveyor dated November 14, 1995 and last certified on August 5, 1998, and (ii) that certain plat of the Properties, also prepared by the Surveyor, dated August 7, 1998 and marked as provided for "informational purposes," showing the lot lines thereof based on the Preliminary Subdivision Plat. Prior to the Closing in respect of the Owner of each Property, Seller has furnished Buyer with shall cause the Existing Survey to be revised by the Surveyor for the Property owned by such Owner so as to locate all Improvements thereon ("Building Location Survey") and to be recertified as of a date no earlier than sixty (60) days prior to the Closing Date. Seller shall use commercially reasonable efforts to have the Surveyor's Certificate conform to the form of certificate contained in Schedule J hereto and to ensure that the Building Location Survey meets the survey requirements set forth in such Schedule J. A copy of the most recent as-built survey Building Location Survey shall be furnished by Seller to Purchaser when received by Seller. Within fifteen (15) Business Days after receipt of the Real Building Location Survey with respect to any Property, the Purchaser shall give the Seller notice of any matters shown thereon (other than the Permitted Encumbrances and any matters shown on the Existing Survey for such Property) which adversely affect such Property in any material respect, for which Purchaser is unable to obtain affirmative insurance at no cost, and as to which the Purchaser reasonably objects. If, for any reason, the Seller is unable or unwilling to take such actions as may be required to remedy the objectionable matters or pay for the cost to obtain affirmative insurance over the objectionable matter, the Seller shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the Seller to give such notice within fifteen (15) Business Days after Seller’s possession 's receipt of the Purchaser's notice of objection shall be deemed an election by the Seller not to remedy such matters. If the Seller shall be unable or unwilling to remove (or pay the “Prior Survey”cost of insuring over same) any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (A) to terminate this Agreement with respect to the affected Property, in which event this Agreement shall terminate and be of no further force or effect with respect to the affected Property and Seller shall reimburse to Purchaser the Purchaser's expenses incurred in respect of such affected Property, not to exceed $140,000 (and if, with respect to all Properties except for the affected Property, either (i) Closing has occurred, or (ii) the contemplated Closing will not occur as a result of Purchaser's election to terminate this Agreement pursuant to Sections 2.3, 2.4, 2.5, 2.7(d), and 8.4 or 10.1 of this Agreement, then the Deposit shall be refunded to Purchaser) or (B) to consummate the transactions contemplated hereby, notwithstanding such defect, without any abatement or reduction in the Allocable Purchase Price for the Ownership Interests in the Owner of the affected Property on account thereof. The Purchaser shall make any such election by written notice to the Seller given on or before prior to the fifth (5th) Business Day after the earlier of (x) Purchaser's receipt of the Seller's notice of its inability or unwillingness to cure (or pay the cost of insuring over) such defect and (y) the expiration of the Inspection Period15-Business Day period within which Seller is required to respond to Purchaser's notice of objection, Buyer may obtain a current as-built survey (the “New Survey”) time being of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior essence with respect to the expiration giving of such notice. Failure of the Inspection Period, notify Seller of Purchaser to give such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters notice within the time prescribed in the preceding sentence shall be deemed accepted an election by Buyer. If any Survey Matters are unacceptable the Purchaser to Buyer and Buyer timely notifies Seller proceed in writing of such fact as provided accordance with clause (B) above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CNL Hospitality Properties Inc)
Survey. Seller has furnished Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before to the expiration of the First Inspection Period, Buyer may shall, at Buyer's cost and expense, obtain a current an "as-built built" survey of the Property (the “New "SURVEY"). If Buyer disapproves of any matters disclosed in the Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shallshall give written notice to CILP of such disapproval, indicating in reasonable detail the nature and reasons for Buyer's objection, prior to the expiration of the First Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 give such fact as provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters disapproval prior to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller the expiration of the First Inspection Period, Buyer shall be deemed to have given notice approved all matters disclosed in the Survey. In the event Buyer so notifies CILP of Buyer's disapproval of the Survey, CILP may elect (but shall have no obligation whatsoever) to Buyer that Seller refuses attempt to cure any unacceptable Survey Mattersdisapproved matter within thirty (30) days from receipt of such notice (the "SURVEY CURE PERIOD"), in which Seller may so do in its sole discretionevent the Closing, unless Sellerif it otherwise is scheduled to occur earlier, within shall be extended until the earlier of thirty (30) days after receipt of such fifteen notice or three (153) day periodbusiness days after such matter is cured. Within five (5) business days after receiving Buyer's notice (the "SURVEY NOTICE PERIOD"), CILP shall notify Buyer in writing that Seller will if CILP intends to attempt to cure effectuate such unacceptable cure. In the event that, prior to the expiration of the Survey Matters. If Seller Notice Period, CILP fails or refuses to cure said unacceptable Survey Matters within the time period above providedgive such notice of its intention to attempt to effectuate such cure, Buyer may may, within two (a) terminate this Agreement on or before ten (102) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day Survey Notice Period, terminate this Agreement by notice period afforded Sellerto CILP in which event the Deposit, and the Deposit all interest earned thereon, shall be returned to Buyer, or (b) provided if Buyer fails to does not so terminateterminate this Agreement within two (2) business days after the expiration of the Survey Notice Period, Buyer shall be deemed to waive have waived objection to any such Survey Matters survey matter and agreed to accept title subject thereto, without reduction in the Purchase Price. In the event CILP gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure within the Survey Cure Period, Buyer's sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Survey Cure Period, in which event there the Deposit, and all interest earned thereon, shall be no returned to Buyer, provided if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Survey Cure Period, Buyer shall be deemed to have waived objection to any such survey matter and agreed to accept title subject thereto, without reduction in the Purchase Price.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Corporate Office Properties Trust)
Survey. Seller has furnished Buyer with a copy of shall obtain, at Buyer’s expense, an on the most recent as-built ground survey of the Real Property in Seller’s possession (the “Prior Survey”)Property, locating all improvements and all easements and servitudes of record, and on including an updated legal description of the Real Property, which survey shall be made available to Seller upon its completion. Said survey must verify that the Real Property contains at least 16.634 acres; and that it discloses no adverse encroachments, servitudes, etc. that would materially affect the value or before use of the expiration Real Property. If the survey discloses that the Real Property contains less than the minimum acreage specified in the preceding sentence, Buyer shall have the option of canceling this Agreement by written notice to Seller within the Inspection Period. There shall be no increase in the Purchase Price if the survey discloses that the Real Property contains more than the minimum acreage specified above. Seller hereby agrees to cooperate with Buyer in securing the aforesaid tests, inspections and title binder. Seller also agrees to use its best efforts to satisfy the requirements of those Contingencies set forth in this Agreement prior to the end of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyorPeriod as herein defined. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before Within ten (10) business days after the later of the date of Seller’s written notice furnished execution hereof, Seller shall deliver to Buyer as described above copies of any and all surveys, title policies, and engineering and environmental reports that Seller or its representative may possess pertaining to the expiration Real Property. Buyer shall not disclose directly or indirectly, verbally or in writing, the contents of the aforesaid fifteen (15) day notice period afforded Sellerreports to any third party, except to its employees, agents, attorneys, accountants, consultants and/or other persons or entities for the purposes of conducting the due diligence investigations contemplated herein and closing of the Deposit shall be returned to Buyersale contemplated hereby, or except as required by law (bincluding the public records laws) if Buyer fails or in response to so terminatean order of the court of competent jurisdiction or government agency, provided that Buyer shall be deemed promptly advise Seller of any such order to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Priceprovide Seller with an opportunity to contest it.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Dynacq Healthcare Inc)
Survey. Seller has furnished By December 24, 1998, Buyer with a copy of the most recent shall, at Buyer's cost and expense, obtain an "as-built built" survey of the Real Property in Seller’s possession (the “Prior "SURVEY"). If Buyer disapproves of any matters disclosed in the Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (shall give written notice to MetLife of such disapproval, indicating in reasonable detail the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shallnature and reasons for Buyer's objection, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 give such fact as provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters disapproval prior to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller the expiration of the Inspection Period, Buyer shall be deemed to have given notice approved all matters disclosed in the Survey. In the event Buyer so notifies MetLife of Buyer's disapproval of the Survey, MetLife may elect (but shall have no obligation whatsoever) to Buyer that Seller refuses attempt to cure any unacceptable Survey Mattersdisapproved matter within thirty (30) days from receipt of such notice (the "SURVEY CURE PERIOD"), in which Seller may so do in its sole discretionevent the Closing, unless Sellerif it otherwise is scheduled to occur earlier, within shall be extended until the earlier of thirty (30) days after receipt of such fifteen notice or three (153) day periodbusiness days after such matter is cured. Within five (5) business days after receiving Buyer's notice (the "SURVEY NOTICE PERIOD"), MetLife shall notify Buyer in writing that Seller will if MetLife intends to attempt to cure effectuate such unacceptable cure. In the event that, prior to the expiration of the Survey Matters. If Seller Notice Period, MetLife fails or refuses to cure said unacceptable Survey Matters within the time period above providedgive such notice of its intention to attempt to effectuate such cure, Buyer may may, within two (a) terminate this Agreement on or before ten (102) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day Survey Notice Period, terminate this Agreement by notice period afforded Sellerto MetLife in which event the Deposit, and the Deposit all interest earned thereon, shall be returned to Buyer, or (b) provided if Buyer fails to does not so terminateterminate this Agreement within two (2) business days after the expiration of the Survey Notice Period, Buyer shall be deemed to waive have waived objection to any such Survey Matters survey matter and agreed to accept title subject thereto, without reduction in the Purchase Price. In the event MetLife gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure within the Survey Cure Period, Buyer's sole rights with respect thereto shall be to terminate this Agreement within two (2) business days after the expiration of the Survey Cure Period, in which event there the Deposit, and all interest earned thereon, shall be no returned to Buyer, provided if Buyer does not so terminate this Agreement within two (2) business days after the expiration of the Survey Cure Period, Buyer shall be deemed to have waived objection to any such survey matter and agreed to accept title subject thereto, without reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Corporate Office Properties Trust)
Survey. Seller has furnished Buyer with shall, as part of the Investigation Documents required hereunder, deliver to Purchaser a copy of the most recent as-built existing ALTA survey of with respect to the Real Property in Seller’s possession Property. Purchaser shall have the right, at its sole cost and expense, to have an updated survey prepared (the “Prior Survey”), and a copy of which Survey shall also be promptly delivered by Purchaser to Seller. Purchaser shall on or before the expiration of the Inspection PeriodApril 24, Buyer may obtain a current as-built survey 2013 (the “New Objection Period”), object in writing to any matters shown on the Survey”) , which objection must be accompanied by a copy of the Real Property by a registered land surveyorSurvey. Should Notwithstanding anything to the Prior contrary contained herein, in the event that Purchaser fails to deliver any objections to the Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Objection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller Purchaser shall be deemed to have given waived its right to object to any matters set forth on the Survey, and all matters set forth on the Survey shall be deemed to be Permitted Exceptions. Within five (5) Business Days after the timely delivery of a notice of objection pursuant to Buyer that this Section by Purchaser, Seller refuses to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer Purchaser in writing that whether Seller will elects to attempt to cure such unacceptable Survey Mattersobjections. If Seller fails or refuses elects to attempt to cure said unacceptable Survey Matters any such objections, Seller shall have until the Closing Date to attempt to remove, satisfy or cure such objections and for this purpose Seller shall be entitled to a adjourn the Closing pursuant to Section 8.1(b). If Seller elects not to attempt to cure any such objections, or if Seller is unable to effect a cure of such objections prior to the Closing Date (including any such adjournment), Purchaser shall elect, within three (3) Business Days after receipt of written notice from Seller that Seller has elected not to attempt to cure any such objections or that Seller is unable to effect a cure of such objections, as the time period above providedcase may be, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later one of the date of Seller’s written notice furnished following options: (i) to Buyer as described above or the expiration accept a conveyance of the aforesaid fifteen Hotel subject to the applicable Permitted Exceptions and any such objections that Seller is unwilling or unable to cure (15) day notice period afforded Sellerin which case such objections shall become a Permitted Exception), and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no without reduction in of the Purchase Price.; or
Appears in 1 contract
Samples: Purchase and Sale Agreement (Carey Watermark Investors Inc)
Survey. Seller has furnished Buyer with a copy of Within thirty (30) days from the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before the expiration of the Inspection Perioddate hereof, Buyer may shall obtain a current at Buyer's sole cost and expense an as-built survey (the “New "Survey”") of the Real Property Land and the Improvements prepared by a registered land surveyorsurveyor or engineer licensed in the State where the Property is located with a current certificate attached thereto or endorsed thereon executed by the surveyor in the form of the Minimum Standard Detail Requirements Certificate for Land Title Surveys. Such survey shall indicate all improvements, easements, highways, right-of-ways and other matters affecting or abutting the Property and shall be sufficient in form and content to induce the Title Insurer to delete all standard and printed survey exceptions contained in the Title Commitment. Should the Prior Survey or the New such Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”"survey matters") which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection PeriodPeriod (as defined in Section 16.01), notify Seller of if any such exceptionssurvey matters are unacceptable. If Buyer fails to so notify Seller of any the unacceptable Survey Matters survey matters as described above, all the Survey Matters shall be deemed accepted by Buyer. If any Survey Matters survey matters are unacceptable to Buyer and Buyer timely notifies Seller in writing of such fact as provided aboveabove provided, Seller, in its Seller's sole discretion, shall have fifteen thirty (1530) days from the date Seller receives notice of such unacceptable Survey Matters survey matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller survey matters and the date of Closing shall be deemed to have given notice to Buyer that Seller refuses to cure any unacceptable Survey Mattersextended, which Seller may so do in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Mattersif necessary. If Seller fails or refuses to cure said unacceptable Survey Matters survey matters within the time period above provided, Buyer may (ai) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (bii) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters survey matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Krupp Associates 1980-1)
Survey. Seller has furnished Buyer with Promptly after execution of this Agreement by both parties, Purchaser may, at Purchaser's expense, order a copy of the most recent as-built current certified survey of the Real Property in Seller’s possession ("Survey") prepared by West Consulting Group, Inc. (the “Prior "Surveyor") that satisfies the "1997 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys", jointly established and adopted by ALTA and ACSM and that meets the accuracy requirements of a Class A Survey”, as defined therein. If the Survey shall not confirm that (a) the Property consists of an integral land area with no slivers, strips, vacancies or gores, and that the Property has no voids or lapses in the description thereof, (b) the Property is contiguous to and continuously abutting the boundary of all public streets adjacent thereto and any alleys abutting the Property, (c) there are no encroachments onto the Property, and (d) the improvements on the Property do not encroach onto adjoining lands (any one or more of the foregoing being collectively referred to as an "Unsatisfied Condition"), and then Purchaser shall by written notice given to Seller on or before the expiration of the Inspection Feasibility Period, Buyer may obtain a current as-built survey (specify the “New Survey”) nature of the Real Property by Unsatisfied Condition, enclosing a registered land surveyorcopy of the Survey therewith. Should the Prior Survey or the New Survey contain any encumbrancesSeller may, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in at its sole discretionoption, Buyer shall, prior elect to take such action at its own expense as reasonably may be necessary to remedy the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen Unsatisfied Condition within thirty (1530) calendar days from the date of Seller's notice. If Seller receives notice of such unacceptable Survey Matters does not elect to cure such Survey Matters remedy any Unsatisfied Condition or, once having elected to Buyer’s reasonable satisfaction. Seller shall be deemed do so, is unable 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, remedy the Unsatisfied Condition within such fifteen the said thirty (1530) day period, then Seller shall notify Buyer in writing that Purchaser within five (5) business days thereafter whereupon Purchaser shall have the right, exercisable by written notice given to Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may three (a) terminate this Agreement on or before ten (103) business days after the later of the date receipt of Seller’s written notice furnished 's notice, to Buyer elect (i) to terminate this Agreement in which event, if the Unsatisfied Condition is one that was not shown on the prior as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, built survey delivered by Seller to Purchaser in accordance with Section 7.3 herein and the Escrow Agent shall deliver the Deposit shall be returned to BuyerPurchaser, or (bii) if Buyer fails to so terminate, Buyer shall be deemed agree to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction the Property with all of the Unsatisfied Conditions that Seller has elected not to remedy or has been unable to remedy without adjustment in the Purchase Price.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Mid Atlantic Medical Services Inc)
Survey. Seller has furnished Buyer with delivered the Survey to Purchaser. Purchaser shall have a copy period of 2 days from the most recent as-built survey Effective Date to review the state of the Real Property in Seller’s possession title to the Property (the “Prior SurveyTitle Review Period”). If the Survey or Title Commitment reflects or discloses any defect, exception or other matter that is unacceptable to Purchaser in its sole discretion (“Title Defects”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shallthen, prior to the expiration of the Inspection Title Review Period, notify Purchaser may provide Seller with written notice of such exceptionsits objections. If Buyer Seller may, in Seller’s sole and absolute discretion, either (i) agree to remove or cure the Title Defects or (ii) terminate the Contract by giving written termination notice to Purchaser. Notwithstanding anything to the contrary in this Agreement, to the extent that Purchaser fails to so notify identify any Title Defects in a written notice to Seller prior to the expiration of any unacceptable Survey Matters as described abovethe Title Review Period, 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller Title Defects shall be deemed to have given notice be waived and accepted by Purchaser and shall be Permitted Exceptions (hereinafter defined). Those matters shown on the Survey, shown on any other Surveys approved by Purchaser during the construction of the Improvements and matters which, pursuant to Buyer that Seller refuses to cure any unacceptable Sections 3.1(d) and 6.2(b), do not require Purchaser’s approval, are herein called "Approved Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters". If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or Upon the expiration of the aforesaid fifteen (15) day notice period afforded SellerTitle Review Period, and the Deposit shall be returned Exhibit “A” to Buyer, or (b) if Buyer fails to so terminate, Buyer this Agreement shall be deemed automatically amended to waive such include the legal description contained in the Survey. Notwithstanding anything to the contrary herein, if Purchaser fails to acquire the Property for any reason (other than a termination by Seller pursuant to this Section 3.2 or a termination due to any Title Defect), Purchaser shall pay for 50% of the cost of the Survey Matters and accept title subject thereto, in (which event there amount shall be no reduction deducted from the Xxxxxxx Money before it is refunded to Purchaser if Purchaser is entitled to receive the Xxxxxxx Money pursuant to the terms hereof, or if the Xxxxxxx Money has previously been refunded to Purchaser, Purchaser shall pay 50% of the cost of the Survey upon being presented with an invoice therefor), even though such payment obligation is not repeated in the Purchase Priceprovisions of this Agreement providing for the return of the Xxxxxxx Money. Notwithstanding anything to the contrary contained herein, Purchaser’s obligation under the immediately preceding sentence shall survive the termination of this Agreement. Seller shall pay 100% of the Survey and Title Commitment if this Agreement is terminated because of any Title Defect or by Seller under this Section.
Appears in 1 contract
Survey. Seller has furnished Buyer with a copy of Purchaser covenants and agrees that it shall deliver to Seller, prior to the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before the expiration expiry of the Inspection Period, Buyer may obtain a current as-built reference plan of survey of the Property prepared by a licensed professional surveyor reasonably acceptable to Seller (the “New Survey”). Seller and Purchaser agree that: (i) the Survey shall depict the number of acres contained within the boundaries of the Property to the nearest one-thousandth (1/1000th) of an acre, (ii) the Real Survey shall be certified to Purchaser, Seller and Seller’s Solicitors, (iii) the Property by shall be substantially in the location and configuration as shown on Exhibit B hereto, and (iv) the Survey shall contain a registered land surveyorlegal description of the Property. Should Within fifteen (15) business days after receipt of the Prior Survey, Seller shall notify Purchaser in writing if the Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not is acceptable to Buyer in Seller; provided, however, that Seller shall be deemed to have disapproved the Survey if Seller fails to notify Purchaser of its sole discretionapproval or disapproval of the Survey within such fifteen (15) business day period. In the event Seller does not approve the Survey, Buyer shallPurchaser and Seller shall attempt to agree upon the configuration and size of the Property and any other matters objected to by Seller, failing which either party shall have the right to terminate this Agreement by giving written notice to the other party hereto prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from whereupon the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Initial Deposit shall be returned refunded to BuyerPurchaser by Seller’s Solicitors (after deducting the Review Fee), or (b) if Buyer fails Purchaser shall deliver the Confidential Information to so terminate, Buyer Seller and this Agreement shall be deemed null and void and of no further force or effect with Purchaser and Seller having no further rights, obligations or liabilities hereunder except as otherwise set forth herein. If Closing occurs, the legal description attached to waive such Survey Matters and accept title subject thereto, in which event there the Deed (as defined below) shall be no reduction in based on the Purchase PriceSurvey.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Storage Trust VI, Inc.)
Survey. (a) Seller has furnished will provide Buyer within ten (10) days of the Contract Date with a copy of the most recent as-built survey for the Land that Seller may have, which survey shall have been prepared by a registered Georgia surveyor and all matters shown on such survey shall be considered Permitted Exceptions. Buyer, at its expense and prior to the end of the Inspection Period, may have the surveyor update the survey of the Real Property in Seller’s possession (accordance with the “Prior 1992 "Minimum Standard Detail Requirements for Land Title Surveys" jointly established by the ALTA and the ACSM so that the survey meets the requirements of an Urban Survey”), as defined in the current accuracy standards jointly adopted ALTA and ACSM and includes Items 2, 3, 4, 6, 8, 9, 10, 11 and 13 of Table A thereof. The updated survey shall also include a metes and bounds legal description of the land and contain a surveyor's certification in form reasonably acceptable to Buyer. If the survey shows any unpermitted encroachments, overlaps, rights-of-way or easements on the Land, or that any improvements located on the Land encroach on other land, written notice to that effect shall be given to Seller before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (and Seller shall have the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other same time to remove such survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Mattersthis Agreement allows for curing Title Defects. If Seller fails to remove or refuses to cure said unacceptable Survey Matters all material survey defects within the time period above providedabove-stated period, then at the option of Buyer may (ai) terminate the Escrow Agent shall return the Deposit to Buyer and this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned terminated, whereupon Seller and Buyer shall be relieved of all obligations to Buyereach other under this Agreement, other than the Inspection Indemnity, or (bii) Buyer may close on this Agreement as if Buyer fails to so terminateno such survey defect existed. For purposes of this Agreement, Buyer a survey defect shall not be deemed a material defect if the Title Insurer issuing the Title Commitment agrees to waive remove from the Title Commitment and the resulting title insurance policy thereto the standard printed exception relating to matters that would be disclosed by an accurate survey and such Survey Matters and accept title subject thereto, company does not insert in which event there shall be no reduction place of such standard printed exception a specific exception relating to the particular survey defect or to matters appearing on the survey in the Purchase Pricegeneral.
Appears in 1 contract
Samples: Agreement for Sale and Purchase (Roberts Realty Investors Inc)
Survey. Seller has furnished to Buyer with a copy of: (i) ALTA/ACSM Land Title Survey of the most recent as3212 Hewitt Avenue, Silver Spring, Maryland prepared by Landmark-built survey of the Real Property in Seller’s possession Fleet Surveyors, dated January 5, 2005, lxxx xxxxxxx Xxxxxxx 12, 2005 (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property Land and the Improvements by a registered land surveyor. Should the Prior Survey contain any encumbrances, encroachments or other survey defects which are not acceptable to Buyer in its reasonable discretion (collectively “Prior Survey Matters”), Buyer shall, A/72617552.10 prior to the expiration of the Inspection Period, notify Seller of any such Prior Survey Matters are unacceptable. In addition, if Buyer obtains a New Survey, should the New Survey contain any encumbrances, encroachments or other survey defects (collectively which do not appear on the “Prior Survey Matters”) and which are not acceptable to Buyer in its sole discretionreasonable discretion (collectively, “New Survey Matters”), Buyer shall, prior to the expiration of the Inspection Period, notify Seller of any such exceptionsNew Survey Matters. (The Prior 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 of any unacceptable Survey Matters during the time period 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 provided aboveSurvey Matters, Seller, in its Seller’s sole discretion, shall have fifteen (15) days from until the date Seller receives notice of such unacceptable Survey Matters Closing Date to cure such Survey Matters to Buyer’s reasonable satisfactionMatters. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any unacceptable such Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen ten (1510) day perioddays after receipt of notice from Buyer, shall notify Buyer in writing that Seller will attempt to cure deliver a Seller’s Notice which includes such unacceptable Survey Matters. If Seller’s Notice indicates that Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided(or if Seller is deemed to refuse to cure said Survey Matters), Buyer may (a) terminate this Agreement on or before ten within two (102) business days after the later of the date (i) receipt of Seller’s written notice furnished Notice or (ii) the date Seller is deemed to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Sellerhave given notice, and that Seller refuses to cure such Survey Matters, in which event the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
Survey. Seller Purchaser has furnished Buyer received the Survey with a copy of respect to the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”)Property, prepared and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property certified as to all matters shown thereon by a registered land surveyorregistered, public surveyor acceptable to Purchaser and the Title Insurer. Should If, on the Prior Survey or Closing Date, the New Survey contain Property is subject to any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) Title Exceptions which are not acceptable to Buyer disclosed by the Survey and which (i) affect the Property in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters shall be deemed accepted by Buyer. If any Survey Matters a material adverse manner and are unacceptable to Buyer Purchaser in the exercise of Purchaser's reasonable judgment, and Buyer timely notifies (ii) did not arise by reason of a willful act or default by Seller in writing the performance of such fact as provided aboveits obligations under this Agreement, Seller, then Seller shall not be obligated to incur any costs or expenses of any nature in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters order to cure such Title Exceptions. Notwithstanding the foregoing, in the event that an update of the Survey Matters as of the Closing Date shall disclose any Title Exceptions which (i) affect the Property in a material adverse manner and which are unacceptable to Buyer’s Purchaser in the exercise of Purchaser's reasonable satisfaction. judgment and (ii) arise by reason of a willful act or default by Seller in the performance of Seller's obligations under this Agreement, then Seller shall be deemed required 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Title Exception (but in no event shall Seller fails or refuses be required to expend in excess of the Cash Portion of the Purchase Price in order to cure said unacceptable Survey Matters within any such Title Exception). In the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after event that Seller is not required to cure the later Title Exceptions disclosed by any such update of the date Survey in accordance with the foregoing and Seller notifies Purchaser of Seller’s written notice furnished its refusal or inability to Buyer cure the same, then Purchaser shall have the right as described above or Purchaser's sole remedy to (i) take title to the expiration of Property subject to such Title Exceptions as shown on the aforesaid fifteen (15) day notice period afforded SellerSurvey as updated, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no without any reduction in the Purchase Price, or (ii) terminate this Agreement. If Purchaser elects to terminate this Agreement, then this Agreement shall be canceled and of no further force and effect and neither party shall have any further or additional rights, obligations, claims or remedies against the other. 5.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (General Growth Properties Inc)
Survey. Seller has furnished Sellers have delivered to Buyer with a copy copies of the most recent as-built survey of the Real Sellers’ existing ALTA surveys for each Property in Seller’s possession (the “Prior SurveySellers’ Surveys”). Nothing contained in this Agreement shall constitute any warranty, representation or agreement by Sellers as to the location of separate lots in, or acreage of, the Premises. Sellers shall reasonably cooperate with Buyer to facilitate Buyer’s having Sellers’ Surveys updated and/or recertified to Buyer and on or before the expiration Title Company. Buyer may obtain, at Buyer’s expense, not later than the end of the Inspection Period, Buyer may obtain a current as-built ALTA survey (the “New SurveyBuyer’s Surveys”) of the Real Property for each Premises prepared by a registered land surveyorduly licensed surveyor selected by Buyer. Should the Prior Survey or the New Survey contain If Buyer’s Surveys show any encumbrances, encroachments or violations or other survey defects (collectively matters which in any manner materially adversely affect the “Survey Matters”) which are not acceptable to Buyer in its sole discretionPremises, Buyer shall, prior to may give Sellers notice thereof during the expiration Inspection Period (unless such matters arose after the end of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen which case within five (155) days from the date Seller receives after Buyer received notice of such unacceptable Survey Matters to cure such Survey Matters to matters), enumerating in writing the materially adverse matters of Buyer’s reasonable satisfactionSurveys. Seller Matters of survey not timely objected to by Buyer shall be deemed to have given notice been accepted by Buyer. In the event that any of Buyer’s Surveys is unacceptable to Buyer that Seller refuses to cure any unacceptable Survey Mattersas provided above, which Seller may and Buyer so do in its sole discretionnotifies Sellers within the aforesaid period, unless SellerSellers shall, within two (2) Business Days after receipt of such fifteen notice from Buyer (15) day periodthe “Sellers’ Survey Cure Period”), shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may either (a) terminate this Agreement on or before ten (10) business days after that the later of the date of Seller’s written notice furnished applicable Seller is unwilling to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyercorrect such unacceptable survey matters, or (b) if that such Seller shall undertake to eliminate or modify all such unacceptable matters to the reasonable satisfaction of Buyer. In the event a Seller elects not to cure such unacceptable survey matters, then Buyer fails may, at its election: (i) terminate this Agreement, in which event the Deposit shall be promptly returned to so terminateBuyer and the parties shall be relieved from further obligations to one another under this Agreement; or (ii) accept the Premises subject to all matters of survey as of the date of Buyer’s Surveys, without an adjustment to the Purchase Price, and proceed with Closing hereunder. If Buyer does not elect alternative (i) by written notice to Sellers within five (5) days after the date of a Seller’s notice electing not to cure, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Pricehave elected alternative (ii).
Appears in 1 contract
Samples: Agreement of Sale (Washington Real Estate Investment Trust)
Survey. If Seller has furnished Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”)elects, and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in said election shall be within its sole discretion, Buyer shall, prior to the expiration obtain a new survey of the Inspection PeriodProperty in order to facilitate the transfer of the Property, notify Seller and Buyer shall each pay one-half the cost of such exceptionssaid survey. If Buyer fails does not serve written objection(s) to so notify the survey upon Seller within five days after Buyer’s receipt of any unacceptable Survey Matters as described abovesaid survey, all Survey Matters said failure shall be deemed accepted an election by Buyerthe Buyer to approve the survey and to proceed to closing in accordance with the new survey. If any Survey Matters are unacceptable Buyer does serve written objection(s) to Buyer the survey within said five day period and Buyer if said objection(s) relates to a material and substantial issue, then Seller shall thereafter have the right (but shall not be obligated) to satisfy, cure or remove Buyer’s said survey objection(s) within a period of sixty (60) days after its receipt of Buyer’s timely notifies Seller in writing of such fact as provided above, Seller, in its sole discretion, shall have written objection(s) to the survey. Within fifteen (15) days from of Seller’s receipt of Buyer’s said objections to the date survey, Seller receives notice shall notify Buyer of such unacceptable Survey Matters any of those survey objection(s) which Seller determines that it is unwilling or unable to cure such Survey Matters and of those survey objection(s) that it will seek to cure within the sixty (60) day period of time, then, if Seller cannot, or elects not, to cure an unacceptable material survey objection(s) of the Buyer, or, in the alternative, has been unable to satisfactorily cure any of Buyer’s reasonable satisfaction. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any unacceptable Survey Matterssaid survey objection(s), which Seller may so do in its sole discretion, unless Seller, has undertaken to cure within such fifteen the said sixty (1560) day period, then, and in either event, Buyer’s exclusive rights under this Contract shall notify Buyer in writing that Seller will attempt be, at its sole option, to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may either (ai) terminate this Agreement on or before ten (10) business days after Contract, in which event the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit Xxxxxxx Money shall be returned to the Buyer, or (bii) if Buyer fails waive the Buyer’s said objection(s) to so terminate, Buyer shall be deemed such survey matters and close this transaction without any adjustment with respect to waive such Survey Matters and accept title subject thereto, in which event there shall be no objectionable survey matter or any abatement or reduction in of the Purchase Price. If Seller shall cure the Buyer’s material objection(s) to the survey within the said sixty (60) day period, this Contract and Buyer’s obligations hereunder to purchase the Property from Seller shall remain in full force and effect.
Appears in 1 contract
Samples: schrader-web-files.s3-website.us-east-2.amazonaws.com
Survey. Within two (2) days from the date hereof, Seller has furnished shall furnish Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property Land and the Improvements by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Prior Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller if any such Prior 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 Buyer in its sole discretion, Buyer shall, within five (5) days of Buyer’s receipt of the New Survey but in any event not later than June 7, 2005, notify Seller if any such exceptionsNew Survey Matters are unacceptable. (The Prior 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 of any unacceptable Survey Matters during the time period 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 provided aboveabove provided, Seller, in its Seller’s sole discretion, shall have fifteen thirty (1530) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfactionMatters. Seller 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, within such fifteen ten (1510) day perioddays after receipt of notice from Buyer, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before within ten (10) business days after the later of the date of Seller’s written notice furnished Seller gives notice, or is deemed to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Sellerhave given notice, that Seller refuses to cure such unacceptable Survey Matters and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
Survey. No later than ten (10) days following the date hereof Seller has furnished Buyer with a copy of shall deliver the most recent as-built survey of Survey to Purchaser, at Seller's sole cost and expense. The Survey shall be dated no earlier than December 20, 1996, shall show no encroachments by or from the Real Property in Seller’s possession (the “Prior Survey”)onto any adjacent property and no violation of or encroachments upon any recorded building lines, and on restriction, zoning set-backs, or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of easements affecting the Real Property by a registered land surveyorProperty. Should If the Prior Survey discloses any such unpermitted encroachment or violation or any exceptions to title or matters indicating possible rights of third parties other than the New Survey contain any encumbrances, encroachments or other survey defects (collectively Permitted Title Exceptions and the “Survey Matters”) which same are not acceptable to Buyer Purchaser, or if Purchaser desires to have the surveyor's certification revised in its sole discretiona reasonable manner, Buyer shallthen, prior to the expiration within five (5) days from Purchaser's receipt of the Inspection PeriodSurvey, Purchaser must so notify Seller of such exceptionsSeller. If Buyer Purchaser fails to so notify Seller of any unacceptable within said five (5) day period, the Survey Matters as described abovewill be conclusively deemed to be approved by Purchaser. If, all Survey Matters shall be deemed accepted by Buyer. If any Survey Matters are unacceptable to Buyer and Buyer timely within said five (5) day period Purchaser notifies Seller that the Survey does not comply with the terms of this Agreement (which notification must specify in writing of such fact as provided abovewhat respects the Survey does not so comply or that the certification should be revised ), Seller, in its sole discretion, Seller shall have fifteen ten (1510) days from the date Seller receives of delivery of Purchaser's notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller shall be deemed to have given notice the Title Insurer issue its endorsements insuring against damage caused by such encroachments, violations or unpermitted exceptions and provide evidence thereof to Buyer that Purchaser, or to have the surveyor's certification revised, as applicable, and if Seller refuses fails to cure any unacceptable Survey Mattersdo so, which Seller may so do in its sole discretion, unless Sellerand provide evidence thereof to Purchaser, within such fifteen said ten (1510) day period, shall notify Buyer in writing that Seller will attempt Purchaser may elect within ten (10) days after the expiration of Seller's ten (10) day cure period to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (ai) terminate this Agreement on and thereafter there shall be no further liability of either party hereunder (in which event the Deposit shall promptly be returned to Purchaser) or before (ii) accept the Real Property subject to such encroachments, violations and unpermitted exceptions or the unrevised surveyor's certification, as applicable, without any diminution of the Purchase Price. Purchaser's failure to make any election within said ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be conclusively deemed to waive such Survey Matters and accept title subject thereto, mean that Purchaser has elected the option contained in which event there shall be no reduction in the Purchase Pricesubsection (i) of this Section 4.1.
Appears in 1 contract
Survey. Seller has furnished Buyer with a copy Following completion of construction of the most recent asImprovements, but no later than forty-built survey five (45) days prior to the Closing Date, Seller shall deliver to Purchaser, at Seller's cost and expense, the Updated Survey. If the Updated Survey shows any encroachments on to the Property by improvements located outside its boundaries or encroachments by buildings or monument signs principally located on the Property over setback lines, or over easements or over or onto the property of others or onto any public right-of-way adjacent to the Property, or if it is apparent that the Property violates existing title covenants and/or applicable zoning laws or ordinances, or the Updated Survey shows any other matter which is not shown on the existing Survey that would have a material adverse effect on the Property, Purchaser shall, within ten (10) days after receipt of the Real Updated Survey, notify Seller in writing to that effect specifying the defects. Seller shall have until thirty (30) days from receipt of Purchaser's notice specifying the defects in which to cure such defects. If after said period Seller shall not have cured the defects, or if Seller shall not have progressed to a point where the defects are certain to be remedied at or prior to Closing, Purchaser shall have the option of (i) accepting the condition of the Property as disclosed in Seller’s possession the Updated Survey in an "as is" condition and close without a reduction in the Purchase Price, or (ii) demanding a refund of the “Prior Survey”), Deposit which Escrowee shall forthwith return to Purchaser and on or before thereupon Purchaser and Seller shall each be released from all further liabilities and obligations to each other respecting all matters arising from this Agreement. Purchaser's option of demanding a refund of the Deposit must be exercised within ten (10) days after the expiration of the Inspection Period, Buyer may obtain a current as-built survey Seller's thirty (the “New Survey”30) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters day period to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller survey defects, otherwise Purchaser shall be deemed to have given notice waived its uncured objections to Buyer that Seller refuses defects revealed by the Updated Survey and agreed to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, within purchase the Property subject to such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Priceuncured defects.
Appears in 1 contract
Samples: Purchase Agreement (Inland Western Retail Real Estate Trust Inc)
Survey. Seller has furnished Buyer with Within the Due Diligence Period, Purchaser may order a copy of the most recent as-built current ALTA survey of the Real Property in Seller’s possession (the “Prior Survey”), Estate and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property Improvements prepared by a registered Ohio land surveyorsurveyor (the "Survey"). Should If the Prior Survey shows any material encroachments over a building, setback or property line, a prohibited encroachment of a material nature over any easement or any other material matter which is objectionable to Purchaser (or its lender) and which is not a Permitted Exception (collectively, "Survey Defects"), Purchaser, within the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Due Diligence Period, notify may deliver to Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives written notice of such unacceptable those Survey Matters Defects to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller which it objects, or Purchaser shall be deemed to have given notice waived any right to Buyer that such objection. Seller refuses to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before have ten (10) business days after the later of ("Survey Cure Period") from the date of Seller’s receipt of Purchaser's notice of objections, if any, to cure the Survey Defects or to cause the Title Company to agree to insure over such Survey Defects by appropriate endorsements to the Commitment. If Seller fails to do so, Purchaser shall, within ten (10) days after the end of the Survey Cure Period, elect either to terminate this Agreement by delivering written notice furnished to Buyer as described above or thereof within said 10-day period, in which event the expiration of the aforesaid fifteen Earnxxx Xxxey (15and Additional Earnxxx Xxxey, if any) day notice period afforded Seller, and the Deposit shall be returned to BuyerPurchaser as Purchaser's sole remedy hereunder, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such have accepted the Survey Matters and accept title subject theretoas is and, in which event there if reasonably required to allow the parties to prepare for Closing, the Closing Date shall be no reduction in deferred to a date mutually agreed upon by the Purchase Priceparties.
Appears in 1 contract
Survey. Within five (5) days from the date hereof, Seller has furnished shall furnish Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property Land and the Improvements by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the collectively, “Prior Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller if any such Prior 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, the “New Survey Matters”) and which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller if any such exceptionsNew Survey Matters are unacceptable. (The Prior Survey Matters and the New Survey Matters are referred to collectively as “Survey Matters”). If Buyer does not obtain a Survey or if Buyer fails to so notify Seller of any unacceptable Survey Matters during the time period 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 provided aboveabove provided, Seller, in its Seller’s sole discretion, shall have fifteen thirty (1530) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfactionMatters. Seller 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, within such fifteen ten (1510) day perioddays after receipt of notice from Buyer, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before within ten (10) business days after the later of the date of Seller’s written notice furnished Seller gives notice, or is deemed to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Sellerhave given notice, that Seller refuses to cure such unacceptable Survey Matters and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price.. SECTION 2 PURCHASE PRICE, LOAN ASSUMPTION, ACCEPTABLE FUNDS,
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
Survey. Seller Buyer shall obtain (or has furnished Buyer with a copy of the most recent obtained), at Buyer’s sole cost and expense, an “as-built built” survey of the Real Property in Seller’s possession (the “Prior Survey”). The Survey shall be certified to Seller, Buyer, Buyer’s lender (if any) and on or before the Title Insurer (as such term is defined in Section 4.7). Buyer shall have until the expiration of the Inspection Period, Buyer may obtain a current as-built survey (Period to approve or disapprove matters disclosed by the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable and to Buyer in its sole discretion, Buyer shall, prior give written notice to the expiration of the Inspection Period, notify Seller of such exceptionsany disapproval thereof, indicating in reasonable detail the nature and reasons for Buyer’s objection. If Buyer fails to so notify Seller timely give notice of any unacceptable disapproval of matters disclosed by the Survey Matters as described aboveset forth above (or fails to timely obtain a Survey), all matters disclosed by the Survey Matters (or that could have been disclosed by a current, accurate as-built ALTA survey if the Survey was not timely obtained) shall be deemed accepted by Buyer. If any Survey Matters are unacceptable to Buyer and In the event Buyer timely notifies Seller in writing of such fact as provided aboveBuyer’s disapproval of matters disclosed by the Survey, Seller, in its sole discretion, Seller may elect (but shall have fifteen (15no obligation whatsoever) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller shall be deemed to have given notice to Buyer that Seller refuses attempt to cure any unacceptable Survey Matters, which Seller may so do in its sole discretion, unless Seller, disapproved matter within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) days from receipt of such notice (the “Survey Cure Period”), in which event the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of ten (10) days after receipt of such notice or three (3) business days after such matter is cured. Within five (5) business days after receiving Buyer’s notice (the later “Seller’s Survey Notice Period”), Seller shall notify Buyer if Seller intends to attempt to effectuate such cure. In the event that Seller gives notice during the Seller’s Survey Notice Period that Seller elects not to attempt to effectuate cure of the date survey objections, or if Seller fails to give notice during the Seller’s Survey Notice Period of Seller’s written intention to attempt to effectuate such cure, then Buyer may, within five (5) business days after Seller’s notice, or if no notice furnished to Buyer as described above or is given, five (5) business days following the expiration of the aforesaid fifteen (15) day Seller’s Survey Notice Period, but in any event before Closing is consummated, terminate this Agreement by notice period afforded to Seller, in which event the Deposit, and the Deposit all interest earned thereon, shall be returned to Buyer, or (b) provided if Buyer fails to does not timely so terminateterminate this Agreement, Buyer shall be deemed to waive have waived objection to any such Survey Matters survey matter and agreed to accept title subject thereto, in which event there shall be no without reduction in the Purchase Price. In the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within five (5) business days after the expiration of the Survey Cure Period, but in any event before Closing is consummated, in which event the Deposit, and all interest earned thereon, shall be returned to Buyer, provided if Buyer does not so terminate the Agreement, Buyer shall be deemed to have waived objection to any such survey matter and agreed to accept title subject thereto, without reduction in the Purchase Price. The Closing date shall be extended to the extent necessary to give effect to the time periods set forth herein.
Appears in 1 contract
Survey. On or before the Delivery Date, Seller has furnished shall deliver to Buyer with a copy of the Seller’s most recent assurvey. Buyer acknowledges that said survey has not been certified to Buyer and that Buyer cannot rely upon it for any reason. Seller shall cooperate with Buyer for Buyer to obtain, at Buyer's sole expense, an updated and re-built survey of certified Survey or a new Survey. Any matter disclosed on the Real Property Survey to which Buyer does not object in Seller’s possession (the “Prior Survey”), and on or before the expiration of writing during the Inspection Period, Buyer may obtain Period shall be deemed to be a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptionsPermitted Exception. If Buyer fails makes timely written objection to any matters disclosed on the Survey, then Seller shall have the right, but not the obligation, at its sole cost and expense, within such period of time as Buyer shall agree to in writing, to take all necessary action to cure any and all such objections. If Seller is unable or unwilling to cure any such objections within the above time period, Seller shall promptly so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters shall be deemed accepted by Buyer. If any Survey Matters are unacceptable Seller provides such notice, Buyer, at its option and election and as its only remedy, to Buyer and Buyer timely notifies Seller be exercised in writing within ten (10) days after receipt of such fact Seller's written notice to Buyer, may terminate this Agreement as provided abovea Permitted Termination, Selleror the Buyer may, in its sole discretion, shall have fifteen (15) days from elect to waive in writing any uncured survey objections and proceed to consummate this transaction, in which event the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller uncured survey matters shall be deemed Permitted Exceptions. If Buyer fails 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, make such written election within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later of the date of Seller’s written notice furnished to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or (b) if Buyer fails to so terminatetime period, Buyer shall be deemed to have elected to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Priceobjections.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Survey. Seller has furnished Buyer with a copy of the most recent as-built survey of the Real Property in Seller’s possession (the “Prior Survey”), and on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before Within ten (10) business days after the later Effective Date, Buyer shall cause to be prepared and furnished to Seller and the Title Company either a new survey or an update to the existing survey provided by Seller to Buyer (in either case, the "Survey") of the date Property, prepared by a duly licensed Texas land surveyor ("Surveyor") in accordance with the 2016 Minimum Standard Details Requirements for ALTA/NSPS Land Title Surveys sufficient to modify the “survey exception” in the Commitment to read “shortages in area”. If necessary, the metes and bounds description of Seller’s written notice furnished the Property as reflected in the Survey shall be substituted for the description set forth in Exhibit A attached hereto and shall be the legal description of the Land to be contained in the Deed to be delivered by Seller to Buyer at the Closing; the parties agree that no inadequacies or inaccuracies in the legal description to the Land as described above or set forth in Exhibit A shall constitute a basis for challenging the expiration enforceability of this Contract. The Surveyor shall certify to Seller, Buyer and the Title Company that (a) the Survey was made on the ground of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned to Buyer, or Property; (b) that all exceptions shown in the Commitment (and referring to the number of the Commitment) are shown on the Survey by volume and page of recording, if available; (c) that the Survey is correct; (d) that there are no visible discrepancies, conflicts, encroachments, overlapping of improvements, fences, evidence of abandoned fences, lakes, ponds, creeks, streams, rivers, easements, overlapping of easements, roads or rights-of-way except as are shown on the Survey; (e) whether any part of the Property is located within a flood plain or flood prone area; and (f) that the Survey is a true, correct and accurate representation of the Property. If the Closing occurs or if Buyer fails terminates this Contract pursuant to so terminateArticle IVA or Section 7.1, Seller will reimburse Buyer for a portion of the cost of the Survey not to exceed $3,100.00. If Seller terminates this Contract pursuant to Section 7.2 or if Buyer terminates this Contract other than pursuant to Article IVA or Section 7.1, Buyer shall be deemed to waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in will pay the Purchase Priceentire cost of the Survey.
Appears in 1 contract
Survey. Seller Purchaser has furnished Buyer with a copy of received and approved the most recent as-built survey draft ALTA/ACSM Land Title Surveys of the Real Property in Seller’s possession dated December 24, 2012 (the “Prior Survey”). All such matters disclosed on such survey are deemed to be Permitted Exceptions. In the event that there is change to the Property after the Effective Date requiring the Title surveyor to revise the Survey to disclose additional items which are an adverse change to the title to the Property (each an “Additional Adverse Survey Matters”), Purchaser shall provide immediate written notice to Seller of any such Additional Adverse Survey Matters. Seller shall have until the date of Closing to have or attempt to have any Additional Adverse Survey Matters removed from the Survey (or, with the consent of Purchaser, to have the Title Insurer commit to insure for the full amount of said policy against loss or damage that may be occasioned by such Additional Adverse Survey Matters) and provide reasonable evidence thereof to Purchaser, and for this purpose Seller shall be entitled to a reasonable postponement of the date of Closing if additional time is required, but in no event shall the postponement exceed thirty (30) days. If Seller does not elect, is not able or fails to have any such Additional Adverse Survey Matters removed from the Survey (or insured over as provided for herein), Purchaser may elect, on or before the expiration of the Inspection Period, Buyer may obtain a current as-built survey (the “New Survey”) of the Real Property by a registered land surveyor. Should the Prior Survey or the New Survey contain any encumbrances, encroachments or other survey defects (collectively the “Survey Matters”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller of such exceptions. If Buyer fails to so notify Seller 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 provided above, Seller, in its sole discretion, shall have fifteen (15) days from the date Seller receives notice of such unacceptable Survey Matters to cure such Survey Matters to Buyer’s reasonable satisfaction. Seller 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, within such fifteen (15) day period, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller fails or refuses to cure said unacceptable Survey Matters within the time period above provided, Buyer may (a) terminate this Agreement on or before ten (10) business days after the later earlier of the date of Seller’s Closing or three (3) days after receiving written notice furnished from Seller that Seller elects not to Buyer as described above or the expiration of the aforesaid fifteen (15) day notice period afforded Seller, and the Deposit shall be returned attempt to Buyer, or (b) if Buyer fails to so terminate, Buyer shall be deemed to waive have such Additional Adverse Survey Matters and accept title subject theretoremoved from the revised Survey (or is unable to effect such removal or obtain insurance over such item), (i) to terminate this Agreement, in which event there this Agreement shall be no null and void and neither party shall have any rights or obligations hereunder except those that expressly survive such termination, or (ii) to, without reduction in the Purchase Price, accept title subject to such Additional Adverse Survey Matters which shall thereafter be deemed to be Permitted Exceptions.
Appears in 1 contract
Samples: Agreement for the Purchase and Sale of Property (Wells Core Office Income Reit Inc)
