Common use of New Encumbrances Clause in Contracts

New Encumbrances. Buyer shall have the right to review and approve any new exceptions to title that, if not cured, removed or otherwise remedied, would encumber the Hospital Campus Real Property at Closing to the extent such new exceptions arise after the date of the Title Report (collectively, the “New Encumbrances”). Any New Encumbrance must be either approved or disapproved by Buyer within ten (10) Business Days of Buyer’s receipt of written notice of such New Encumbrance. Any such New Encumbrance not approved or disapproved within such ten (10) Business Day period shall be deemed a Permitted Real Property Encumbrance for purposes of this Agreement. If Buyer disapproves any New Encumbrance (“Objectionable Encumbrance”) within such ten (10) Business Day period, Seller may elect (but shall not be obligated) to remove or cause to be removed, at its sole cost and expense, any Objectionable Encumbrances (other than the Removable Objections, which Seller shall in all cases be obligated to remove as exceptions to title) before any exercise by Buyer of any of the Real Property Purchase Options pursuant to the Lease. Seller shall notify Buyer in writing within ten (10) Business Days after receipt of Buyer’s notice of Objectionable Encumbrances whether Seller elects to remove such Objectionable Encumbrances (other than the Removable Objections) as described above. If Seller elects in writing not to remove one or more Objectionable Encumbrances (other than the Removable Objections), Buyer may elect, to either (a) terminate this Agreement by giving written notice to Seller within five (5) Business Days after Buyer’s receipt of Seller’s election, or (b) waive such Objectionable Encumbrances, in which event such Objectionable Encumbrances shall be deemed additional Permitted Real Property Encumbrances and the Closing shall occur as herein provided. Notwithstanding the foregoing, Seller shall be obligated at or before Closing to cause the release of the Encumbrances of all monetary Encumbrances (and exceptions removable solely by the payment of money) encumbering the Hospital Campus Real Property or any portion thereof (collectively, the “Removable Objections”).

New Encumbrances. Buyer shall have the right to review and approve any new exceptions to title that, if not cured, removed or otherwise remedied, would encumber the Hospital Campus Real Property at Closing to the extent such new exceptions arise after the date of the Title Report (collectively, the “New Encumbrances”). Any New Encumbrance must be either approved or disapproved by Buyer within ten (10) Business Days of Buyer’s receipt of written notice of such New Encumbrance. Any such New Encumbrance not approved or disapproved within such ten (10) Business Day period shall be deemed a Permitted Real Property Encumbrance for purposes of this Agreement. If Buyer disapproves any New Encumbrance (“Objectionable Encumbrance”) within such ten (10) Business Day period, Seller may elect (but shall not be obligated) to remove or cause to be removed, at its sole cost and expense, any Objectionable Encumbrances (other than the Removable Objections, which Seller shall in all cases be obligated to remove as exceptions to title) before any exercise by Buyer of any of the Real Property Purchase Options pursuant to the Lease. Seller shall notify Buyer in writing within ten (10) Business Days after receipt of Buyer’s notice of Objectionable Encumbrances whether Seller elects to remove such Objectionable Encumbrances (other than the Removable Objections) as described above. If Seller elects in writing not to remove one or more Objectionable Encumbrances (other than the Removable Objections), Buyer may elect, to either (a) terminate this Agreement by giving written notice to Seller within five (5) Business Days after Buyer’s receipt of Seller’s election, or (b) waive such Objectionable Encumbrances, in which event such Objectionable Encumbrances shall be deemed additional Permitted Real Property Encumbrances and the Closing shall occur as herein provided. Notwithstanding the foregoing, Seller shall be obligated at or before Closing to cause the release of the Encumbrances of all monetary Encumbrances (and exceptions removable solely by the payment of money) encumbering the Hospital Campus Real Property or any portion thereof (collectively, the “Removable Objections”).either

New Encumbrances. ‌ . Buyer shall have the right to review and approve any new exceptions to title that, if not cured, removed or otherwise remedied, would encumber the Hospital Campus Real Property at Closing to the extent such new exceptions arise after the date of the Title Report (collectively, the “New Encumbrances”). Any New Encumbrance must be either approved or disapproved by Buyer within ten (10) Business Days of Buyer’s receipt of written notice of such New Encumbrance. Any such New Encumbrance not approved or disapproved within such ten (10) Business Day period shall be deemed a Permitted Real Property Encumbrance for purposes of this Agreement. If Buyer disapproves any New Encumbrance (“Objectionable Encumbrance”) within such ten (10) Business Day period, Seller may elect (but shall not be obligated) to remove or cause to be removed, at its sole cost and expense, any Objectionable Encumbrances (other than the Removable Objections, which Seller shall in all cases be obligated to remove as exceptions to title) before any exercise by Buyer of any of the Real Property Purchase Options pursuant to the Lease. Seller shall notify Buyer in writing within ten (10) Business Days after receipt of Buyer’s notice of Objectionable Encumbrances whether Seller elects to remove such Objectionable Encumbrances (other than the Removable Objections) as described above. If Seller elects in writing not to remove one or more Objectionable Encumbrances (other than the Removable Objections), Buyer may elect, to either (a) terminate this Agreement by giving written notice to Seller within five (5) Business Days after Buyer’s receipt of Seller’s election, or (b) waive such Objectionable Encumbrances, in which event such Objectionable Encumbrances shall be deemed additional Permitted Real Property Encumbrances and the Closing shall occur as herein provided. Notwithstanding the foregoing, Seller shall be obligated at or before Closing to cause the release of the Encumbrances of all monetary Encumbrances (and exceptions removable solely by the payment of money) encumbering the Hospital Campus Real Property or any portion thereof (collectively, the “Removable Objections”).

New Encumbrances. Buyer shall have the right to review and approve object to any new exceptions to title that, if not cured, removed Title Encumbrances or otherwise remedied, would encumber the Hospital Campus Real Property at Closing to the extent such new exceptions arise survey matters first occurring after the date of the Title Report Commitment or disclosed in any update of the survey obtained by Buyer after the Due Diligence Expiration Date (collectivelyeach, the a “New EncumbrancesEncumbrance”). Any New Encumbrance must be either approved or disapproved by Buyer within ten (10) Business Days of Buyer’s receipt of written notice of such New Encumbrance. Any such New Encumbrance not approved or disapproved within such ten (10) Business Day period shall be deemed a Permitted Real Property Encumbrance for purposes of this Agreement. If Buyer disapproves may object to any New Encumbrance (“Objectionable Encumbrance”) within such ten (10) Business Day period, Seller may elect (but shall not be obligated) to remove or cause to be removed, at its sole cost and expense, any Objectionable Encumbrances (other than the Removable Objections, which Seller shall in all cases be obligated to remove as exceptions to title) before any exercise by Buyer of any of the Real Property Purchase Options pursuant to the Lease. Seller shall notify Buyer in writing within ten (10) Business Days after receipt of Buyer’s notice of Objectionable Encumbrances whether Seller elects to remove such Objectionable Encumbrances (other than the Removable Objections) as described above. If Seller elects in writing not to remove one or more Objectionable Encumbrances (other than the Removable Objections), Buyer may elect, to either (a) terminate this Agreement by giving written notice of the New Encumbrance to Seller within which it is objecting at any time prior to Closing, but not later than five (5) Business Days business days after discovery of the same by Buyer’s receipt of Seller’s election, or (b) waive such Objectionable Encumbrances, in which event such Objectionable Encumbrances shall be deemed additional Permitted Real Property Encumbrances and the Closing shall occur . If Buyer does not object to any New Encumbrance as herein provided, such New Encumbrance shall be a Permitted Encumbrance. Notwithstanding In the foregoingevent Buyer gives timely written notice of objection to any New Encumbrance as herein provided, the provisions of Section 5(c) and 5(e) shall apply with respect thereto as if set forth herein in full. If any New Encumbrance is a Monetary Encumbrance, Seller shall be obligated at must remove the same on or before the Closing in accordance with Section 5(d). The foregoing provisions of this section notwithstanding, Buyer agrees: (i) that the Real Property is a part of a larger development consisting of approximately 13.54 acres (“Park*Crest Development”), subject to cause the release terms of the Encumbrances Final Development Plan (“FDP”) and proffers (“Proffers”) listed on Exhibit P, (ii) that Seller shall have right, from time to time, prior to and after Closing, to establish such easements and other encumbrances as are customary or necessary, in the reasonable opinion of all monetary Encumbrances Seller, for the development and operation of the Park*Crest Development, (iii) that Seller shall have the right from time to time, prior to and exceptions removable solely by after Closing, to amend the payment of money) encumbering FDP and Proffers affecting the Hospital Campus Park*Crest Development, provided, however, that any such easement or any such amendment to the then-approved FDP or Proffers shall not render the Real Property non-conforming, violate any law or agreement binding on Buyer or the Property, have a materially adverse affect on the Property (including but not limited to the use, operation, condition or value thereof, provided that a change allowing a competing or different use of property other than the Property shall not, by itself, be deemed an adverse change in the value of the Property) or impose any portion thereof other materially adverse obligations on Buyer without Buyer’s prior written approval, which approval may be withheld in Buyer’s sole and absolute discretion, (collectively, iv) to cooperate with Seller in connection with the “Removable Objections”)actions described in clauses (i) through (iii) of this sentence at no cost to Buyer. The provisions of this Section 5(g) shall survive Closing and shall not be merged into the Deed.