Common use of Other Defects Clause in Contracts

Other Defects. On or before the date that is five (5) days prior to the Review Period Expiration Date, Buyer may deliver one or more notices (each a “Title Objection Notice”) to Seller specifying any lien, claim, encumbrance, restriction, covenant, condition, exception to title or other matter disclosed by the Title Evidence, that is not a Liquidated Defect (“Other Defects”) that is evidenced by the Title Evidence and that renders title unacceptable to Buyer. Moreover, Buyer may deliver a Title Objection Notice with respect to any Other Defect that first arises, or is first disclosed to Buyer, subsequent to the delivery of the applicable item of Title Evidence to Buyer, and that renders title unacceptable based upon commercially reasonable standards, provided that Buyer delivers such Title Objection Notice to Seller within five (5) days after Buyer obtains actual knowledge of such Other Defect. Seller shall be obligated to advise Buyer in writing (“Seller’s Cure Notice”) within three (3) business days after Buyer delivers any Title Objection Notice, which (if any) of the Other Defects specified in the applicable Title Objection Notice Seller is willing to cure (the “Seller’s Cure Items”). If Seller delivers a Seller’s Cure Notice, and identifies any Seller’s Cure Items, Seller shall be unconditionally obligated to cure or remove the Seller’s Cure Items prior to the Closing. In the event that Seller fails to timely deliver a Seller’s Cure Notice, or in the event that Seller’s Cure Notice (specifying Seller’s Cure Items) does not include each and every Other Defect specified in each Title Objection Notice, then Buyer may either (A) elect to terminate this Agreement by written notice to Seller, in which event the provisions of Section 21.8 governing a permitted termination by Buyer shall apply, or (B) proceed to close, accepting title to the Property subject to those Other Defects not included in Seller’s Cure Notice. For purposes of this Agreement, the term, “Permitted Exceptions,” shall mean both (i) all liens, claims, encumbrances, restrictions, covenants, conditions, matters or exceptions to title (other than Liquidated Defects) that are set forth in the Title Evidence, but not objected to by Buyer in a Title Objection Notice; and (ii) any Other Defects that Seller elects, or is deemed to have elected, not to cure, but despite which, pursuant to (B) above, Buyer nevertheless elects to close.

Other Defects. On or before the date that is five (5) days prior to the Review Period Expiration Date, Buyer may deliver one or more notices (each a “Title Objection Notice”) to Seller specifying any lien, claim, encumbrance, restriction, covenant, condition, exception to title or other matter disclosed by the Title Evidence, that is not a Liquidated Defect and that renders title unacceptable to Buyer (“Other Defects”): (aa) that is evidenced by the Title Evidence and that renders title unacceptable to Buyer. MoreoverEvidence, in which case Buyer may deliver a shall provide such Title Objection Notice with respect on or prior to any Other Defect the sooner of (i) the Review Period Expiration Date; and (ii) ten (10) days after the later of the Effective Date and its receipt of the applicable item of Title Evidence or (bb) that first arises, or is first disclosed to Buyer, subsequent to the delivery of the applicable item of Title Evidence to Buyer, and that renders title unacceptable based upon commercially reasonable standards, provided that in which case Buyer delivers shall provide such Title Objection Notice to Seller within five three (53) business days after Buyer obtains actual knowledge its receipt of such Other Defectthe applicable item of Title Evidence. Seller shall be obligated to advise Buyer in writing (“Seller’s Cure Notice”) within three (3) business days after Buyer delivers any Title Objection Notice, which (if any) of the Other Defects specified in the applicable of Title Objection Notice Seller is willing to cure (the “Seller’s Cure Items”). If Seller delivers a Seller’s Cure Notice, and identifies any Seller’s Cure Items, Seller shall be unconditionally obligated to cure or remove the Seller’s Cure Items prior to the Closing. In the event that Seller fails to timely deliver a Seller’s Cure Notice, or in the event that Seller’s Cure Notice (specifying Seller’s Cure Items) does not include each and every Other Defect specified in each Title Objection Notice, then Buyer may either (A) elect to terminate this Agreement by written notice to Seller, in which event the provisions of Section 21.8 20.8 governing a permitted termination by Buyer shall apply, or (B) proceed to close, accepting title to the Property subject to those Other Defects not included in Seller’s Cure Notice. Buyer shall notify Seller of its election within three (3) business days after receipt of Seller’s Cure Notice, if delivered, or the last day Seller’s Cure Notice could have been timely delivered. If Buyer fails to timely deliver notice of its election, Buyer shall be deemed to have waived all Other Defects which Seller has elected not to cure and remove. For purposes of this Agreement, the term, “Permitted Exceptions,” shall mean both (i) all liens, claims, encumbrances, restrictions, covenants, conditions, matters or exceptions to title (other than Liquidated Defects) that are set forth in the Title Evidence, but not objected to by Buyer in a Title Objection Notice; and (ii) any Other Defects that Seller elects, or is deemed to have elected, not to curewhich Buyer objects by delivery of a Title Objection Notice, but despite whichSeller does not timely elect to convert such Other Defects to Seller’s Cure Items, and pursuant to (B) above, Buyer nevertheless elects to closeclose or, where, pursuant to the terms of this Agreement, Buyer’s objections have been deemed waived and the parties are to proceed to Closing, with Buyer accepting title to the Property subject to such Other Defects.

Other Defects. On or before the date that is five (5) days prior to the Review Period Expiration Date, Buyer may deliver one or more notices (each a “Title Objection Notice”) to Seller specifying any lien, claim, encumbrance, restriction, covenant, condition, exception to title or other matter disclosed by the Title Evidence, Defect that is not a Liquidated Defect or a Permitted Exception, which renders title unacceptable to Buyer and which would materially reduce the value of the Property or call into question the validity or marketability of title (“Other Defects”): (a) that is evidenced by the initial Title Evidence, in which case Buyer shall deliver such Title Objection Notices within seven (7) Business Days of the later of (x) receipt of such Title Evidence and that renders title unacceptable to Buyer. Moreoverby Buyer or (y) the date of this Agreement, Buyer may deliver a Title Objection Notice with respect to any Other Defect or (b) that first arises, or is first disclosed to Buyer, subsequent to the delivery of the applicable item of Title Evidence to Buyer, and that renders title unacceptable based upon commercially reasonable standards, provided that in which case Buyer delivers shall send such Title Objection Notice to Seller within Notices five (5) days Business Days after Buyer obtains actual knowledge the receipt of such Other Defectthe applicable update or notice. Seller shall be obligated to advise Buyer in writing (“Seller’s Cure Notice”) within three seven (37) business days Business Days after Buyer delivers any Title Objection Notice, which (if any) of the Other Defects specified in the applicable Title Objection Notice that Seller is willing to cure (the “Seller’s Seller Cure Items”). If ; provided, however, except as otherwise provided in this Agreement, nothing herein shall require Seller delivers a Seller’s Cure Noticeto (i) bring any action or proceeding or take any other steps or incur any expense (except for amounts payable to Buyer on account thereof as set forth herein) to remove any Liquidated Defect or Other Defect caused by an act or omission of any Tenant or Buyer or (ii) take any steps, and identifies or otherwise incur any Seller’s Cure Items, Seller shall be unconditionally obligated expense (except for amounts payable to cure Buyer on account thereof as set forth herein) or bring any action or proceeding to remove the Seller’s Cure Items prior to the Closingany Other Defects. In the event that Seller fails to timely deliver a Seller’s Cure NoticeNotice (which shall be deemed to be Seller’s refusal to cure any Seller Cure Items), or in the event that Seller’s Cure Notice (specifying Seller’s Seller Cure Items) does not include each and every Other Defect specified in each Title Objection Notice, then then, unless Buyer may either (A) elect elects to terminate this Agreement by written notice to Seller, in which event the provisions of Section 21.8 governing a permitted termination by Buyer shall apply, or (B) proceed to close, accepting close and accept title to the each Property subject to those Other Defects not included in Seller’s Cure Notice. For purposes of this Agreement, without credit or deduction from the termPurchase Price, “Permitted Exceptions,” shall mean both Seller may elect, for any individual Property, to provide Buyer with a credit against the Purchase Price in an amount (ito be reasonably agreed upon by Buyer and Seller) all liens, claims, encumbrances, restrictions, covenants, conditions, matters or exceptions equal to title (other than Liquidated Defects) that are set forth the reduction in the Title Evidencevalue of the Property resulting from the uncured Other Defect and cause Buyer to close on such Property, but not objected only if Buyer is able to by receive financing for such Property under its existing credit arrangements; provided that Buyer in a Title Objection Notice; shall use commercially reasonable efforts to obtain such financing, and shall otherwise elect for the remaining Properties (ii) any Other Defects that Seller elects, or is deemed as to have elected, not to cure, but despite which, pursuant to (B) above, Buyer nevertheless elects to close.which no credit has been

Other Defects. On or before the date that is five (5) days prior to the Review Period Expiration Date, Buyer may deliver one or more notices (each a “"Title Objection Notice”") to Seller specifying any lien, claim, encumbrance, restriction, covenant, condition, exception to title or other matter disclosed by the Title Evidence, Evidence that is not a Liquidated Defect (“"Other Defects”"): (a) that is evidenced by the Title Evidence and that renders title unacceptable to Buyer. Moreover, Buyer may deliver a Title Objection Notice with respect to any Other Defect or (b) that first arises, or is first disclosed to Buyer, subsequent to the delivery of the applicable item of Title Evidence to Buyer, and that renders title unacceptable based upon commercially reasonable standards, provided that Buyer delivers such Title Objection Notice to Seller within five (5) days after Buyer obtains actual knowledge of such Other DefectBuyer. Seller shall be obligated to advise Buyer in writing (“"Seller’s 's Cure Notice”") within three five (35) business days after Buyer delivers any Title Objection Notice, which (if any) of the Other Defects specified in the applicable Title Objection Notice Seller is willing to cure (the “"Seller’s 's Cure Items”"). If Seller delivers a Seller’s 's Cure Notice, and identifies any Seller’s 's Cure Items, Seller shall be unconditionally obligated to cure or remove the Seller’s 's Cure Items prior to the Closing. In the event that Seller fails to timely deliver a Seller’s 's Cure Notice, or in the event that Seller’s 's Cure Notice (specifying Seller’s 's Cure Items) does not include each and every Other Defect specified in each Title Objection Notice, then Buyer may either (A) elect to terminate this Agreement by written notice to Seller, in which event the provisions of Section 21.8 20.8 governing a permitted termination by Buyer of the entire Agreement shall apply, or (B) proceed to close, accepting title to the Property subject to those Other Defects not included in Seller’s 's Cure Notice. For purposes of this Agreement, the term, “"Permitted Exceptions,” " shall mean both (i) all liens, claims, encumbrances, restrictions, covenants, conditions, matters or exceptions to title (other than Liquidated Defects) that are set forth in the Title Evidence, but not objected to by Buyer in a Title Objection Notice; and (ii) any Other Defects that Seller elects, or is deemed to have elected, not to cure, but despite which, pursuant to (B) above, Buyer nevertheless elects to close.

Other Defects. On or before prior to the date that is five (5) days prior to the Review Period Expiration Date, Buyer may deliver one or more notices (each a “Title Objection Notice”) to Seller specifying any lien, claim, encumbrance, restriction, covenant, condition, exception to title or other matter disclosed by the Title Evidence, Evidence that is not a Liquidated Defect (“Other Defects”) that is evidenced by the Title Evidence Evidence, and that renders title unacceptable to Buyer. Moreover, Buyer may deliver a Title Objection Notice with respect to any Other Defect that first arises, or is first disclosed to Buyer, subsequent to the delivery of the applicable item of Title Evidence to Buyer, and that renders title unacceptable based upon commercially reasonable standards, provided that Buyer delivers such Title Objection Notice to Seller within five (5) days after Buyer obtains actual knowledge of such Other Defect. Seller shall be obligated to advise Buyer in writing (“Seller’s Cure Notice”) within three (3) business days after Buyer delivers any Title Objection Notice, which (if any) of the Other Defects specified in the applicable Title Objection Notice Seller is willing (in the exercise of its sole discretion) to attempt to cure (the “Seller’s Cure Items”). If Seller delivers fails to deliver a Seller’s Cure Notice, and identifies any Seller’s Cure Items, Seller shall be unconditionally obligated deemed to have elected not to cure any Other Defects. Seller has no obligation to cure or remove the Seller’s Cure Items prior to the Closingany Other Defects. In the event that Seller fails to timely deliver a Seller’s Cure Notice, or in the event that Seller’s Cure Notice (specifying Seller’s Cure Items) does not include each and every Other Defect specified in each Title Objection Notice, then Buyer may by written notice to Seller delivered on or prior to the Review Period Expiration Date either (A) elect to terminate this Agreement by written notice to Seller, in which event the provisions of Section 21.8 18.8 governing a permitted termination by Buyer of the entire Agreement shall apply, or (B) proceed to close, accepting title to the Property subject to those Other Defects not included in Seller’s Cure Notice. In the event Seller is unable to cure and remove any Seller’s Cure Items on or prior to Closing, Buyer may elect by written notice to Seller delivered on or prior to Closing to either (A) elect to terminate this Agreement by written notice to Seller, in which event the provisions of Section 18.8 governing a permitted termination by Buyer of the entire Agreement shall apply, or (B) proceed to close, accepting title to the Property subject to those Seller’s Cure Items that Seller has failed to cure and remove. For purposes of this Agreement, the term, “Permitted Exceptions,” shall mean both (i) all liens, claims, encumbrances, restrictions, covenants, conditions, matters or exceptions to title (other than Liquidated Defects) that are set forth in the Title Evidence, but not objected to by Buyer in a -5- Title Objection Notice; and (ii) any Other Defects that Seller elects, or is deemed to have elected, not to cure, or those Seller’s Cure Items that Seller fails to cure and remove but despite which, pursuant to (B) above, which Buyer nevertheless elects to close.; (iii) the rights of Tenants pursuant to the Leases; (iv) matters arising out of any act of Buyer or Buyer’s representatives; and (v) local, state and federal laws, ordinances, rules and regulations, including, but not limited to, zoning ordinances

Other Defects. On or before the date that is five (5) days prior to the Review Period Expiration Date, Buyer may deliver one or more notices (each a “Title Objection Notice”) to Seller specifying any lien, claim, encumbrance, restriction, covenant, condition, exception to title or other matter disclosed by the Title Evidence, Evidence that is not a Liquidated Defect (“Other Defects”): (a) that is evidenced by the Title Evidence and Evidence, except that renders title unacceptable to Buyer. Moreover, Buyer may deliver a Title Objection Notice with respect not raise objection to any Other Defect or all of the Ground Lease, the Indenture or the Bonds, or (b) that first arises, or is first disclosed to Buyer, subsequent to the delivery of the applicable item of Title Evidence to Buyer, and that renders title unacceptable based upon commercially reasonable standards, provided that Buyer delivers such Title Objection Notice to Seller within five (5) days after Buyer obtains actual knowledge of such Other DefectBuyer. Seller shall be obligated to advise Buyer in writing (“Seller’s Cure Notice”) within three (3) business days after Buyer delivers any Title Objection Notice, which (if any) of the Other Defects specified in the applicable of Title Objection Notice Seller is willing to cure (the “Seller’s Cure Items”). If Seller delivers a Seller’s Cure Notice, and identifies any Seller’s Cure Items, Seller shall be unconditionally obligated to cure or remove the Seller’s Cure Items prior to the Closing. In the event that Seller fails to timely deliver a Seller’s Cure Notice, or in the event that Seller’s Cure Notice (specifying Seller’s Cure Items) does not include each and every Other Defect specified in each Title Objection Notice, then Buyer may either (A) elect to terminate this Agreement by written notice to Seller, in which event the provisions of Section 21.8 governing a permitted termination by Buyer of the entire Agreement shall apply, or (B) proceed to close, accepting title to the Property subject to those Other Defects not included in Seller’s Cure Notice. For purposes of this Agreement, the term, “Permitted Exceptions,” shall mean both (i) all liens, claims, encumbrances, restrictions, covenants, conditions, matters or exceptions to title (other than Liquidated Defects) that are set forth in the Title Evidence, but not objected to by Buyer in a Title Objection Notice; and (ii) any Other Defects that Seller elects, or is deemed to have elected, not to cure, but despite which, pursuant to (B) above, Buyer nevertheless elects to close.

Other Defects. On or before prior to the date that is five (5) days prior to the Review Period Expiration Date, Buyer may deliver one or more notices (each a “Title Objection Notice”) to Seller specifying any lien, claim, encumbrance, restriction, covenant, condition, exception to title or other matter disclosed by the Title Evidence, Evidence that is not a Liquidated Defect (“Other Defects”) that is evidenced by the Title Evidence Evidence, and that renders title unacceptable to Buyer. Moreover, Buyer may deliver a Title Objection Notice with respect to any Other Defect that first arises, or is first disclosed to Buyer, subsequent to the delivery of the applicable item of Title Evidence to Buyer, and that renders title unacceptable based upon commercially reasonable standards, provided that Buyer delivers such Title Objection Notice to Seller within five (5) days after Buyer obtains actual knowledge of such Other Defect. Seller shall be obligated to advise Buyer in writing (“Seller’s Cure Notice”) within three (3) business days after Buyer delivers any Title Objection Notice, which (if any) of the Other Defects specified in the applicable Title Objection Notice Seller is willing (in the exercise of its sole discretion) to attempt to cure (the “Seller’s Cure Items”). If Seller delivers fails to deliver a Seller’s Cure Notice, and identifies any Seller’s Cure Items, Seller shall be unconditionally obligated deemed to have elected not to cure any Other Defects. Seller has no obligation to cure or remove the Seller’s Cure Items prior to the Closingany Other Defects. In the event that Seller fails to timely deliver a Seller’s Cure Notice, or in the event that Seller’s Cure Notice (specifying Seller’s Cure Items) does not include each and every Other Defect specified in each Title Objection Notice, then Buyer may by written notice to Seller delivered on or prior to the Review Period Expiration Date either (A) elect to terminate this Agreement by written notice to Seller, in which event the provisions of Section 21.8 18.8 governing a permitted termination by Buyer of the entire Agreement shall apply, or (B) proceed to close, accepting title to the Property subject to those Other Defects not included in Seller’s Cure Notice. In the event Seller is unable to cure and remove any Seller’s Cure Items on or prior to Closing, Buyer may elect by written notice to Seller delivered on or prior to Closing to either (A) elect to terminate this Agreement by written notice to Seller, in which event the provisions of Section 18.8 governing a permitted termination by Buyer of the entire Agreement shall apply, or (B) proceed to close, accepting title to the Property subject to those Seller’s Cure Items that Seller has failed to cure and remove. For purposes of this Agreement, the term, “Permitted Exceptions,” shall mean both (i) all liens, claims, encumbrances, restrictions, covenants, conditions, matters or exceptions to title (other than Liquidated Defects) that are set forth in the Title Evidence, but not objected to by Buyer in a Title Objection Notice; and (ii) any Other Defects that Seller elects, or is deemed to have elected, not to cure, or those Seller’s Cure Items that Seller fails to cure and remove but despite which, pursuant to (B) above, which Buyer nevertheless elects to close.; (iii) the rights of Tenants pursuant to the Leases; (iv) matters arising out of any act of Buyer or Buyer’s representatives; and (v) local, state and federal laws, ordinances, rules and regulations, including, but not limited to, zoning ordinances

Other Defects. On or before the date that is five (5) days prior to the Review Period Expiration Date, Buyer may deliver one or more notices (each a “Title Objection Notice”) to Seller specifying any lien, claim, encumbrance, restriction, covenant, condition, exception to title or other matter disclosed by the Title Evidence, that is not a Liquidated Defect (“Other Defects”) at any time prior to the Review Period Expiration Date (except as to Other Defects that first arise or are first disclosed after two (2) business days prior to the Review Period Expiration Date, “New Defects”): (aa) that is evidenced by the Title Evidence and that renders title unacceptable to Buyer. Moreover, Buyer may deliver a Title Objection Notice with respect to any Other Defect or (bb) that first arises, or is first disclosed to Buyer, subsequent to the delivery of the applicable item of Title Evidence to Buyer, and that renders title unacceptable based upon commercially reasonable standardsto Buyer. Notwithstanding the foregoing, provided that Buyer delivers such may only give notice of Other Defects if they materially and adversely affect the value or marketability of title or the Property or Buyer’s intended use of the Property. Buyer shall deliver any Title Objection Notice as to Seller within five New Defects two (52) business days after Buyer obtains actual knowledge notice of such Other a New Defect. Seller shall be obligated to advise Buyer in writing (“Seller’s Cure Notice”) within three five (35) business days after Buyer delivers any Title Objection Notice, which (if any) of the Other Defects specified in the applicable of Title Objection Notice Seller is willing to cure (the “Seller’s Cure Items”). If Seller delivers a Seller’s Cure Notice, and identifies any Seller’s Cure Items, Seller shall be unconditionally obligated to cure or remove the Seller’s Cure Items prior to the Closing. In the event that Seller fails to timely deliver a Seller’s Cure Notice, or in the event that Seller’s Cure Notice (specifying Seller’s Cure Items) does not include each and every Other Defect specified in each Title Objection Notice, then Buyer may either (A) elect to terminate this Agreement by written notice to Seller, in which event the provisions of Section 21.8 20.8 governing a permitted termination by Buyer of the entire Agreement shall apply, or (B) proceed to close, accepting title to the Property subject to those Other Defects not included in Seller’s Cure Notice. For purposes of this Agreement, the term, “Permitted Exceptions,” shall Exceptions,”shall mean both (i) all liens, claims, encumbrances, restrictions, covenants, conditions, matters or exceptions to title (other than Liquidated Defects) that are set forth in the Title Evidence, but not objected to by Buyer in a Title Objection Notice; and (ii) any Other Defects that Seller elects, or is deemed to have elected, not to cure, but despite which, pursuant to (B) above, Buyer nevertheless elects to close.