Survey Matters. Prior to execution of this Agreement, the ShoLodge Parties have arranged for the preparation of an ALTA survey with respect to each of the Properties (the "Surveys") by a licensed surveyor in the jurisdiction in which each such Property is located, which (i) contains an accurate legal description of the applicable Property, (ii) shows the exact location, dimension and description (including applicable recording information) of all utilities, easements, encroachments and other physical matters affecting such Property, the number of striped parking spaces located thereon and all applicable building set-back lines, (iii) states whether the applicable Property is located within a 100-year flood plain and (iv) includes a certification in the form set forth in Schedule C, or such other form as may be acceptable to the Purchaser, addressed to the Purchaser, the Title Company and any other persons requested by the Purchaser or designated by the ShoLodge Parties. Within ten (10) Business Days after receipt of the Surveys, the Purchaser shall give the ShoLodge Parties notice of any matters shown thereon (other than Permitted Encumbrances) which adversely affect any such Property in any material respect and as to which the Purchaser reasonably objects. If, for any reason, the ShoLodge Parties are unwilling or unable to take such actions as may be required to remedy the objectionable matters, the ShoLodge Parties shall give the Purchaser prompt notice thereof; it being understood and agreed that the failure of the ShoLodge Parties to give such notice within ten (10) Business Days after the Purchaser's notice of objection shall be deemed an election by the ShoLodge Parties to remedy such matters. If the ShoLodge Parties shall be unwilling or unable to remove any survey defect to which the Purchaser has reasonably objected, the Purchaser may elect (i) to terminate this Agreement with respect to the affected Property, in which event, the Purchase Price shall be reduced by the Allocable Purchase Price of the affected Properties and this Agreement shall terminate and be of no further force or effect with respect to the affected Properties or (ii) 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 ShoLodge Parties given on or prior to the fifth Business Day after the ShoLodge Parties' notice of their i...
Survey Matters. Any Survey required by the Lenders during the period of construction shows any matters not approved by the Administrative Agent and such matters not approved are not removed within 30 days after Notice thereof by the Administrative Agent to the Borrowers unless the Borrower excludes the affected Eligible Project from the Borrowing Base.
Survey Matters. Any Survey required by Lender during the period of construction shows any matter which in Lender’s reasonable judgment would interfere with the Construction of the Improvements or the operation or use of the Property, and such matter is not removed within a period of thirty (30) days after Notice thereof by Lender to Borrower.
Survey Matters. All matters that would be revealed or disclosed in an accurate survey or inspection of the Property.
Survey Matters. Any Survey required by Xxxxxx during the period of construction shows any matter which in Xxxxxx’s reasonable judgment would interfere with the construction of the Improvements or the operation or use of the Property, and such matter is not removed within a period of sixty (60) days after Notice thereof by Lender to Borrower.
Survey Matters. Should the Existing Survey contain any encumbrances, encroachments or other survey defects (collectively “Existing 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 Existing Survey Matters are unacceptable. In addition, if Buyer obtains a New Survey, should the New Survey contain any encumbrances, encroachments or other survey defects which do not appear on the Prior Survey (collectively, “New Survey Matters”) and which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to the expiration of the Inspection Period, notify Seller if any such New Survey Matters are unacceptable (the Existing Survey Matters and the New Survey Matters are referred to collectively as “Survey Matters”). If Buyer does not obtain a New Survey or if Buyer fails to so notify Seller of any unacceptable Survey Matters as described above, all Survey Matters shall be deemed accepted by Buyer. If any Survey Matters are unacceptable to Buyer and Buyer timely notifies Seller in writing of such fact as above provided, Seller, in Seller’s sole discretion, shall have five (5) days from the date Seller receives notice of such unacceptable Survey Matters (the “Seller Response Deadline”) to elect to either cure such Survey Matters as a condition to closing, or refuse to cure such Survey Matters. 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, prior to the Seller Response Deadline, shall notify Buyer in writing that Seller will attempt to cure such unacceptable Survey Matters. If Seller refuses to cure said unacceptable Survey Matters within the time period provided, Buyer may (a) terminate this Agreement on or before the date which is five (5) days after the Seller Response Deadline and the Deposit shall be returned to Buyer, or (b) waive such Survey Matters and accept title subject thereto, in which event there shall be no reduction in the Purchase Price if Closing occurs in accordance with this Agreement. If Seller shall elect to cure any Survey Matter that is not a Permitted BUSDOCS/1447877.5 Exception (as defined below), if necessary, the Date of Closing may be extended by Seller for up to twenty (20) days to allow Seller to attempt to cure such survey matter.
Survey Matters. 27 5.4. Environmental and Engineering Reports.................................................28 5.5. Conduct of the Business of the Acquired Companies Pending the Closing Date............28 5.6. Conversion of Certain Acquired Companies..............................................30 5.7. Cooperation...........................................................................31 5.8. Dividends; Distributions..............................................................32 5.9. No Solicitation of Other Offers.......................................................32 5.10.
Survey Matters. 76 SECTION 9.15
Survey Matters. 9 SECTION 3.
Survey Matters. Buyer shall have until the date Buyer's Title Notice is due under Paragraph 8(a)(ii) of this Agreement to review and approve or disapprove of any survey of the Property delivered by Seller to Buyer as part of the Property Files, and any such objections shall be treated in the same manner as objections to matters shown on the Title Commitment as set forth in Paragraph 8(a)(ii)-(v) of this Agreement. With regard to the Survey obtained by Buyer in accordance with the provisions of Paragraph 11 of this Agreement, Buyer shall have until the earlier of (A) five (5) business days after its receipt of the Survey or (B) the Contingency Expiration Date to deliver an additional Buyer's Title Notice with respect to any new item not shown on either the Title Commitment or any existing survey delivered to Buyer as part of the Property Files. The provisions of Paragraph 8(a) of this Agreement, including, without limitation, the timing and effect of any notices to be delivered and the effect of any failure to deliver same, shall govern with respect to any such additional Buyer's Title Notice. (b)
