Unpermitted Exceptions. If Purchaser objects to any (a) liens, encumbrances or other exceptions to title (the “Title Exceptions”) disclosed in the Title Commitment, or (b) encroachments by improvements on adjoining properties onto or over the Land, any encroachments of the Improvements onto or over adjoining properties, setback lines or easements (to the extent in violation thereof) or any other survey defects (the “Survey Defects”) disclosed in any surveys provided by Seller to Purchaser or in an Updated Survey (if any), Purchaser shall provide written notice to the Title Company and Seller specifying such “unpermitted exceptions” to title to the Real Property (the “Unpermitted Exceptions”) prior to the expiration of the Due Diligence Period; provided, however, that (i) the rights and interests of customers and guests at the Hotel to occupy rooms on a transient license basis, (ii) the rights of each tenant, as tenants only, under a Tenant Leases without any purchase right, and (iii) all liens and encumbrances caused or created solely by any Purchaser Indemnitee, shall in no event constitute Unpermitted Exceptions. Notwithstanding the foregoing, Seller covenants and agrees at its sole cost and expense to remove or cause the removal on or prior to the Closing Date of the following: (i) any mortgages, deeds of trust or other security interests for any financing incurred by Seller (other than the Existing Financing) and any other monetary liens (including mechanics’ liens, tax liens, judgment liens and the like); (ii) Taxes which constitute Title Exceptions which would be delinquent if unpaid at the Closing; provided, however, that if any Taxes are payable in installments, such obligation shall apply only to the extent such installments would be delinquent if unpaid at the Closing; (iii) any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law; and (iv) monetary defects and liens first appearing subsequent to the effective date of the title commitment but prior to the Closing (collectively, “Monetary Defects”). If Seller and Title Company are willing and able to cure or resolve the Unpermitted Exceptions to the satisfaction of Purchaser in Purchaser’s sole and absolute discretion (Seller having the right but not the obligation to do so to the extent such Unpermitted Exceptions do not constitute Monetary Defects, which Seller is obligated to so remove at or before Closing), then Seller and Purchaser will enter into a side letter ...
Unpermitted Exceptions. All liens, encumbrances or other exceptions to title affecting the Property (the “Title Exceptions”), and encroachments or other survey defects affecting the Property (the “Survey Defects”) that Seller and Purchaser have expressly marked as “unpermitted” shall constitute unpermitted exceptions to title to the Property (the “Unpermitted Exceptions”). .
Unpermitted Exceptions. All matters affecting title or survey to the Property other than those matters expressly included as Permitted Exceptions pursuant to Section 4.2 are collectively referred to herein as “Unpermitted Exceptions.” In addition to satisfaction, delivery, or discharge, as applicable, of the Seller’s Required Title Actions, at or prior to the Closing, Seller shall discharge or cure all Unpermitted Exceptions or, solely with Purchaser’s prior written approval, have such Unpermitted Exceptions bonded over to Purchaser’s and the Title Company’s satisfaction. Seller shall be entitled to use the proceeds of the sale of the Property at the Closing to effect any discharge or cure made pursuant to Section 4.1 or this Section 4.3 provided the Title Company makes such payments directly to the applicable persons at Closing and insures Purchaser against such exceptions to Purchaser’s satisfaction. Notwithstanding anything to the contrary contained in this Section 4, Seller shall not be obligated to expend in excess of Ten Thousand Dollars ($10,000.00) in the aggregate, which amount shall include, without limitation, the payment of attorneys’ fees and expenses, to cure Unpermitted Exceptions which are other than Monetary Encumbrances. If in the reasonable judgment of Seller (after consultation with Purchaser) it is substantially unlikely that the Unpermitted Exceptions which are other than Monetary Encumbrances can be cured even by the expenditure of Ten Thousand dollars ($10,000.00), then Seller shall promptly advise, Purchaser in writing of that conclusion and Seller need not make such expenditure and the provisions of Section 4.1 shall apply.
Unpermitted Exceptions. If the Title Commitment or Existing Survey (or, if applicable, Survey) includes any matter which is not a Permitted Exception (an “Unpermitted Exception”), then Purchaser shall have the right to request that Seller remove or cure such Unpermitted Exception by providing written notice to Seller (the “Unpermitted Exception Notice”) within the Title Review Period. If any update of the Title Commitment delivered to Purchaser after the end of the Title Review Period discloses any Title Exception which is not disclosed in the Title Commitment or is not otherwise a Permitted Exception described in this Section 5.3 (a “New Title Exception”), or the updated Survey delivered to Purchaser after the Title Review Period discloses any encroachments on to or from adjoining properties, encroachments on to easements from Improvements, set back line violations or other survey defects (“Survey Defects”) which are not disclosed in the Existing Survey (a “New Survey Defect”), and such New Title Exception or New Survey Defect was not caused or created by any Purchaser Indemnitee or any Person acting on behalf of any Purchaser Indemnitee, then Purchaser shall have the right to request that Seller remove or cure such New Title Exception or New Survey Defect at or prior to Closing, by providing written notice to Seller within the earlier of: (i) five (5) Business Days after receiving such New Title Exception or New Survey Defect and, to the extent the same are of record or are otherwise reasonably available, copies of the underlying documents evidencing any such New Title Exception, or (ii) on the then Scheduled Closing Date (the “New Title and Survey Objection Notice”). If Purchaser timely provides an Unpermitted Exception Notice or a New Title and Survey Objection Notice to Seller, Seller may elect, by providing written notice (the “Title and Survey Election Notice”) to Purchaser within the earlier of: (A) two (2) Business Days after Seller’s receipt of such Unpermitted Exception Notice or New Title and Survey Objection Notice, or (B) on the then Scheduled Closing Date promptly following receipt of a New Title and Survey Objection Notice from Purchaser, (1) to agree to remove or cure such Unpermitted Exception, New Title Exception or New Survey Defect at or prior to Closing (or after the Scheduled Closing Date if Seller extends such date pursuant to Section 5.3.4), or (2) not to remove or cure such Unpermitted Exception, New Title Exception or New Survey Defect; provided, howeve...
Unpermitted Exceptions. If Buyer objects to any Exceptions to Title appearing in the Preliminary Title Report (the “Unpermitted Exceptions”) Buyer shall notify Seller of such objection in writing no later than the date that is two (2) weeks prior to expiration of Buyer’s Due Diligence Deadline. Notwithstanding the foregoing, Seller shall in all events cure or remove on or before the Closing Date any and all (a) liens, encumbrances, judgments or other exceptions to title for monetary amounts owed or claimed to be owed by Seller (with Seller having the right to apply the Purchase Price or a portion thereof at Closing for such purpose), (b) rights of first refusal and other property rights and interests created by, under or through Seller, and (c) exceptions or encumbrances to title that are voluntarily created by, under or through Seller after the Effective Date without Buyer’s consent (the “Monetary Exceptions”).
Unpermitted Exceptions. If an exception to title or other title defect other than those on the then current list of Permitted Exceptions is added to the Title Commitment subsequent to the date that the Permitted Exceptions are attached to this Agreement (other than those that are the result of the act or omission of Developer or its agents or contractors), but prior to the first Closing Date and such exception or defect would, in the reasonable judgment of Developer, have a material adverse effect on the proposed use and development of the applicable Ground Lease Property in accordance with the Concept Plan and the Design Standards (“Unpermitted Exceptions”), then, prior to the first Closing Date, Owner shall use commercially reasonable efforts to cure any such Unpermitted Exceptions (and the first Closing Date shall be extended for up to 30 days to allow Owner to cure same). In the event that Owner, despite commercially reasonable efforts, is unable to cure any of the Unpermitted Exceptions within said 30 day period, Developer shall have the right to either (a) terminate this Agreement by delivering written notice to Owner within 15 days after the expiration of such 30 day period, in which event each party shall be released from further liability to the other (except for indemnity obligations), or (b) Developer may consummate the transaction contemplated by this Agreement in accordance with the terms hereof, in which event any such Unpermitted Exceptions shall be conclusively deemed to constitute Permitted Exceptions.
Unpermitted Exceptions. Seller agrees that the following shall constitute unpermitted exceptions: (i) any mortgages, deeds of trust, monetary encumbrance or other security interests for any financing or other Encumbrances requiring the payment of money, other than Lender’s Liens and any other Encumbrances which are expressly assumed by Purchaser under this Agreement, (ii) mechanics’ liens for work performed by, through or under Seller or Manager prior to Closing, (iii) any mortgages, deeds of trust, monetary encumbrances or other security interests for any financing or other Encumbrances on the Real Property incurred by any third party which Seller agrees in writing to satisfy at or prior to Closing and (iv) Taxes which constitute an Encumbrance on the Real Property which would be delinquent if unpaid at Closing; provided, however, that if any such Taxes are payable in installments, such obligation shall apply only to the extent such installments would be delinquent if unpaid at Closing (collectively, the “Unpermitted Exceptions”).
Unpermitted Exceptions. Notwithstanding any provision to the contrary in this Agreement, Seller agrees that the following shall constitute unpermitted exceptions: (i) any mortgages, deeds of trust or other security interests for any financing affecting the Easement or incurred by Seller; (ii) Taxes which would be delinquent if unpaid at Closing; (iii) mechanics’ and judgment liens, (iv) liens, mortgages, security interests, claims, charges, easement, rights of way, encroachments, restrictive covenants, or other title exceptions not first appearing in the Title Commitment, and (v) such matters as appear on Schedule B-1 to the Title Commitment capable of being satisfied by the payment of a monetary sum. The unpermitted exceptions referenced in items (i) through (v) in the prior sentence are collectively referred to as “Monetary Unpermitted Exceptions”.
Unpermitted Exceptions. If an exception to title or other title defect other than a Permitted Exception is added to the Commitment after the Effective Date but prior to the Closing Date and/or if any matter is added to the Survey (each, an "Unpermitted Exceptions"), then, prior to the Closing Date, Seller shall be affirmatively obligated to cure any such Unpermitted Exception the failure of which shall constitute a default by Seller under this Agreement.
Unpermitted Exceptions. All Title Exceptions and Survey Defects which do not constitute Permitted Exceptions pursuant to Section 5.3(a) shall constitute “Unpermitted Exceptions” to title to the Real Property (the “Unpermitted Exceptions”) to be removed or cured by Seller pursuant to Section 5.3(d). Notwithstanding anything in this Agreement to the contrary, Seller agrees that the following shall in all events constitute Unpermitted Exceptions which shall be cured or removed by Seller in accordance with Section 5.3(d): (i) any judgments or mechanics or similar liens, (ii) any mortgages, deeds of trust or other security interests for any financing, (iii) Taxes which constitute Title Exceptions which would be delinquent if unpaid at Closing, and if any such Taxes are payable in installments, such obligation shall apply to all such installments which would be payable whether prior to or after Closing, and (iv) any other Title Exceptions objected to by Purchaser which may be removed by payment of amounts which in the aggregate do not exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00).
