Common use of Survey Matters Clause in Contracts

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. Should Buyer shall have until the Existing expiration of the Inspection Period (the “Survey contain Review Period”) to review the Survey. If Buyer discovers any encumbrancesSurvey Title Defects (as defined below), encroachments Buyer shall give written notice to Seller of the Survey Title Defects before the expiration of the Title Review Period. “Survey Title Defects” shall mean any encroachments, easements, overlaps or other survey defects matters which render title to the Real Property unmarketable, excluding (collectively “Existing i) the Permitted Exceptions and (ii) all encroachments, easements, overlaps and other survey matters set forth on or disclosed by the Survey Matters”) and/or the Prior Survey which are were not acceptable timely objected to as Survey Title Defects by the Buyer in its sole discretion, accordance with the terms of this Paragraph 5.4 before the expiration of the Survey Review Period. In the event Buyer shall, prior to notifies Seller in writing of any Survey Title Defects before the expiration of the Inspection Period, notify Seller if any such Existing shall have up to sixty (60) days from receipt of Buyer’s written notice (the “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 MattersCure Period”) and to cure the Survey Title Defects which are not acceptable have been noted by Buyer in its notice to Buyer Seller; provided that, Seller, in its sole discretion, Buyer shall, prior shall determine whether it shall attempt to cure the Survey Title Defects (and the Closing Date shall be extended until the expiration of the Inspection Period, notify Survey Cure Period if Seller if any such New elects to cure the Survey Matters are unacceptable (the Existing Survey Matters and the New Survey Matters are referred to collectively as “Survey Matters”Title Defects). If Seller will advise 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 whether it will attempt to cure the Survey Title Defects within ten (10) days of such fact as above provided, Seller, in Seller’s sole discretionreceipt of Buyer’s written notice regarding the existence of said Survey Title Defects. Buyer specifically acknowledges that Seller shall not be obligated to cure the Survey Title Defects. Should Seller be unsuccessful in curing the Survey Title Defects before the expiration of the Survey Cure Period or should Seller be unwilling to cure the Survey Title Defects, Buyer shall have elect within five (5) days from Business Days of the date expiration of the Survey Cure Period or within five (5) Business Days of Buyer’s receipt of Seller’s notice that Seller receives notice of such unacceptable is unable or unwilling to cure the Survey Matters (the “Seller Response Deadline”) to elect Title Defects, as applicable, to either cure such (i) accept title to the Real Property as set forth on and disclosed by the Survey Matters as and proceed to close the Transaction pursuant to the terms of this Agreement without a condition to closingreduction in the Purchase Price, 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 (aii) terminate this Agreement on or before the date which is five (5) days after the Seller Response Deadline and demand a refund of the Deposit which shall be returned to Buyer, whereupon neither party shall have any further liability or (b) waive such obligations hereunder except for those liabilities and obligations which by the terms hereof expressly survive the termination of this Agreement. If there are no Survey Matters Title Defects or if Seller is successful in curing the Survey Title Defects, then Seller and accept title subject thereto, in which event there Buyer shall be no proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price Price. Also, if Closing occurs Buyer fails to object in accordance with this Agreement. If Seller shall elect writing to cure any Survey Matter that is not Title Defects before the expiration of the Survey Review Period, then such failure shall constitute Buyer’s acceptance and approval of status of title to the Real Property as set forth on and disclosed by the Survey, such Survey Title Defects shall be deemed to be Permitted Exceptions, and Seller and Buyer shall proceed to close the Transaction pursuant to the Terms of this Agreement without a Permitted BUSDOCS/1447877.5 Exception (as defined below), if necessary, reduction in the Date of Closing may be extended by Seller for up to twenty (20) days to allow Seller to attempt to cure such survey matterPurchase Price.

Survey Matters. Should Buyer has ordered an ALTA/ACSM survey of the Existing Real Property or an update of the ALTA/ACSM survey (if any) of the Real Property provided to Buyer by Seller as part of the Property Related Documents (in either case, the “Survey”) from a surveyor acceptable to Buyer, the cost of which shall be paid by Buyer. Upon completion of the Survey, Buyer will instruct the surveyor to promptly deliver a copy of the Survey contain any encumbrances, encroachments or other survey defects to Seller and to Escrow Holder so that Escrow Holder may issue and deliver to Seller and Buyer as soon as practicable a supplemental preliminary title commitment (collectively the “Existing Survey MattersSupplemental ALTA Commitment”) which are not acceptable to Buyer in its sole discretion, Buyer shall, prior to includes such additional exceptions as may be disclosed by 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 MattersExceptions”). Not later than 5:00 p.m. EST on the fourth (4th) business day after Buyer’s receipt of the Supplemental ALTA Commitment or the tenth (10th) business day after the Effective Date, whichever occurs first, Buyer may provide Seller with written notice of any Survey Exceptions which Buyer disapproves. If Buyer does not obtain a New Survey or if Buyer fails to so notify gives Seller written notice of Buyer’s disapproval of any unacceptable Survey Matters as described aboveExceptions, all Survey Matters Seller shall be deemed accepted by have until 5:00 p.m. EST on the second (2nd) business day after Seller’s receipt of Buyer. If any Survey Matters are unacceptable ’s written notice (of disapproval) to Buyer and Buyer timely notifies Seller in writing of such fact as above provided, Sellernotify Buyer, in Seller’s sole discretion, shall have five (5a) 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 will remove such disapproved Survey Matters, which Seller may so do in its sole discretion, unless Exceptions at Seller, ’s expense prior to the Seller Response Deadline, shall notify Buyer in writing Closing or (b) that Seller will attempt not remove such disapproved Survey Exceptions (and Seller’s failure to cure such unacceptable do either (a) or (b) shall be conclusively deemed to constitute Seller’s election not to remove any Survey MattersExceptions disapproved by Buyer). If Seller refuses elects not to cure said unacceptable remove any disapproved Survey Matters within Exceptions, whether by giving notice thereof or failing to give notice, then Buyer shall have until 5:00 p.m. EST on the time period provided, fourth (4th) business day after Seller’s receipt of the aforesaid written notice of disapproval from Buyer may to either (a) terminate this Agreement on or before the date which is five (5) days after the by written notice to Seller Response Deadline and the Deposit shall be returned to Buyer, or (b) waive such Survey Matters and accept title subject theretoto the disapproved Survey Exceptions. If Buyer gives Seller such written notice of termination prior to such time, in which event there then this Agreement shall thereupon terminate without further action by the parties. If by such time Buyer fails to give Seller written notice of Buyer’s acceptance of the disapproved Survey Exceptions or Buyer’ election to terminate this Agreement, such failure shall be no reduction conclusively deemed to constitute Buyer’s election not to terminate this Agreement pursuant to this Section 4.3. Any Survey Exceptions approved by Buyer as provided in the Purchase Price if Closing occurs in accordance with this Agreement. If Seller Section 4.4 shall elect to cure any Survey Matter that is not a also be deemed “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 matterExceptions”.

Survey Matters. Should Buyer shall have until the Existing expiration of the Inspection Period (the "Survey contain Review Period") to review the Survey. If Buyer discovers any encumbrancesSurvey Title Defects (as defined below), encroachments Buyer shall give written notice to Seller of the Survey Title Defects before the expiration of the Title Review Period. "Survey Title Defects" shall mean any encroachments, easements, overlaps or other survey defects matters which render title to the Real Property unmarketable, excluding (collectively “Existing i) the Permitted Exceptions and (ii) all encroachments, easements, overlaps and other survey matters set forth on or disclosed by the Survey Matters”) and/or the Prior Survey which are were not acceptable timely objected to as Survey Title Defects by the Buyer in its sole discretion, accordance with the terms of this Paragraph 5.4 before the expiration of the Survey Review Period. In the event Buyer shall, prior to notifies Seller in writing of any Survey Title Defects before the expiration of the Inspection Period, notify Seller if any such Existing shall have up to sixty (60) days from receipt of Buyer's written notice (the "Survey Matters are unacceptable. In additionCure Period") to cure the Survey Title Defects which have been noted by Buyer in its notice to Seller; provided that, if Buyer obtains a New SurveySeller, 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 shall determine whether it shall attempt to cure the Survey Title Defects (and the Closing Date shall be extended until the expiration of the Inspection Period, notify Survey Cure Period if Seller if any such New elects to cure the Survey Matters are unacceptable (the Existing Survey Matters and the New Survey Matters are referred to collectively as “Survey Matters”Title Defects). If Seller will advise 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 whether it will attempt to cure the Survey Title Defects within ten (10) days of such fact as above providedSeller's receipt of Buyer's written notice regarding the existence of said Survey Title Defects. Buyer specifically acknowledges that Seller shall not be obligated to cure the Survey Title Defects. Should Seller be unsuccessful in curing the Survey Title Defects before the expiration of the Survey Cure Period or should Seller be unwilling to cure the Survey Title Defects, Seller, in Seller’s sole discretion, Buyer shall have elect within five (5) days from Business Days of the date expiration of the Survey Cure Period or within five (5) Business Days of Buyer's receipt of Seller's notice that Seller receives notice of such unacceptable is unable or unwilling to cure the Survey Matters (the “Seller Response Deadline”) to elect Title Defects, as applicable, to either cure such (i) accept title to the Real Property as set forth on and disclosed by the Survey Matters as and proceed to close the Transaction pursuant to the terms of this Agreement without a condition to closingreduction in the Purchase Price, 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 (aii) terminate this Agreement on or before the date which is five (5) days after the Seller Response Deadline and demand a refund of the Deposit which shall be returned to Buyer, whereupon neither party shall have any further liability or (b) waive such obligations hereunder except for those liabilities and obligations which by the terms hereof expressly survive the termination of this Agreement. If there are no Survey Matters Title Defects or if Seller is successful in curing the Survey Title Defects, then Seller and accept title subject thereto, in which event there Buyer shall be no proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price Price. Also, if Closing occurs Buyer fails to object in accordance with this Agreement. If Seller shall elect writing to cure any Survey Matter that is not Title Defects before the expiration of the Survey Review Period, then such failure shall constitute Buyer's acceptance and approval of status of title to the Real Property as set forth on and disclosed by the Survey, such Survey Title Defects shall be deemed to be Permitted Exceptions, and Seller and Buyer shall proceed to close the Transaction pursuant to the Terms of this Agreement without a Permitted BUSDOCS/1447877.5 Exception (as defined below), if necessary, reduction in the Date of Closing may be extended by Seller for up to twenty (20) days to allow Seller to attempt to cure such survey matterPurchase Price.