Common use of Additional Exceptions Clause in Contracts

Additional Exceptions. If the Preliminary Report or Survey is amended or updated after the expiration of the Due Diligence Period and prior to the Close of Escrow for any reason other than the receipt of any new or additional survey (including the survey that Buyer is obtaining from Keir & W▇▇▇▇▇) (each, a “Preliminary Report Update”), Buyer shall furnish Seller with a written statement of approval or objections to any Title Matters first raised in the Preliminary Report Update that was not caused by Buyer or any Buyer Parties (sometimes called a “Post DD Period Title Matter”) within five (5) Business Days after its receipt of such Preliminary Report Update together with a copy of each new exception raised therein (each, a “Preliminary Report Update Review Period”). Should Buyer fail to notify Seller in writing of any objections to any matter first disclosed in a Preliminary Report Update prior to the expiration of the applicable Preliminary Report Update Review Period, as applicable, Buyer shall be deemed to have approved such matters whereupon they shall become Permitted Exceptions unless such Title Matter is an Excluded Exception. If, however, Buyer objects to such new Title Matter, then Seller shall have until 5:00 p.m. Pacific Time on the fifth (5th) Business Day after Seller’s receipt of Buyer’s written objection in which to notify Buyer, in Seller’s sole discretion, either (a) that Seller will remove the new disapproved Title Matter(s) prior to the Closing, or (b) that Seller will not remove the new disapproved Title Matter(s). If Seller does not elect to do either (a) or (b), such silence shall be conclusively deemed to constitute Seller’s election not to remove any of the new Title Matter(s) disapproved by Buyer. If Seller elects not to remove any new disapproved Title Matter(s), whether by giving notice thereof or by failing to give notice, then Buyer shall have until 5:00 p.m. Pacific Time on the third (3rd) Business Day after Seller’s election (or deemed election) not to cure the disapproved exception in which to elect (x) to terminate this Agreement by written notice to Seller; or (y) to waive in writing Buyer’s previous disapproval of (and thereby accept) any items that Seller does not elect to remove. Buyer’s failure to terminate this Agreement by delivering written notice of such election on or before 5:00 p.m. Pacific Time on the fifth (5th) Business Day after Seller’s election or deemed election not to remove the new disapproved Title Matter(s) shall be deemed to constitute Buyer’s irrevocable election to waive Buyer’s previous disapproval whereupon the disapproved Title Matter(s) shall become a Permitted Exception. If, however, Buyer does elect to terminate this Agreement, then this Agreement shall so terminate, the Deposit shall be returned to Buyer (less the Independent Consideration) and neither party shall have any further obligations to the other hereunder except to the extent any such obligation expressly survives the termination of this Agreement. If this purchase and sale is terminated by reason of a Post DD Period Title Matter which is an involuntary lien first placed against the Property after the expiration of the Due Diligence Period, then Seller shall reimburse Buyer for Buyer’s actual and reasonably documented out-of-pocket third party costs and expenses in connection with this transaction (including, without limitation, due diligence costs, attorneys’ fees and costs) in an amount not to exceed the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00)

Additional Exceptions. If In the Preliminary Report or Survey event the Title Commitment is amended or updated after the expiration of the Due Diligence Period and prior to the Close of Escrow for any reason other than the receipt of any new or additional survey (including the survey that Buyer is obtaining from Keir & W▇▇▇▇▇) (each, a “Preliminary Report Title Commitment Update”), Buyer shall furnish Seller with a written statement of approval or objections to any Title Matters matter first raised in a Title Commitment Update that affects title to the Preliminary Report Update Real Property and that was not caused by Buyer or any Buyer Licensee Parties (sometimes called a “Post DD Period Title Matter”) within five (5) Business Days business days after its receipt of such Preliminary Report Title Commitment Update together with a legible copy of each new exception raised therein (each, a “Preliminary Report Title Commitment Update Review Period”). Should Buyer fail to notify Seller in writing of any objections to any matter first disclosed in a Preliminary Report Title Commitment Update prior to the expiration of the applicable Preliminary Report Title Commitment Update Review Period, as applicable, Buyer shall be deemed to have approved such matters whereupon they shall become Permitted Exceptions unless such Title Matter is an Excluded ExceptionExceptions. If, however, Buyer objects to such new Title Matterexception, then Seller shall have until 5:00 p.m. Pacific Time on the fifth (5th) Business Day business day after Seller’s receipt of Buyer’s written objection in which to notify Buyer, in Seller’s sole discretion, either (a) that Seller will remove the new disapproved Title Matter(sexception(s) prior to the ClosingClose of Escrow and, thereafter, Seller shall be entitled to a reasonable adjournment of the Closing for the purpose of such removal, which removal will be deemed effected by, among other things, the issuance of title insurance reasonably acceptable to Buyer eliminating or insuring against the effect of the Title Objections, or (b) that Seller will not remove the new disapproved Title Matter(sexception(s). If Seller does not elect to do either (a) or (b), such silence shall be conclusively deemed to constitute Seller’s election not to remove any of the new Title Matter(sexception(s) disapproved by Buyer. If Seller elects not to remove any new disapproved Title Matter(sexception(s), whether by giving notice thereof or by failing to give notice, then Buyer shall have until 5:00 p.m. Pacific Time on the third fifth (3rd5th) Business Day business day after Seller’s election (or deemed election) not to cure the disapproved exception in which to elect (xy) to terminate this Agreement by written notice to Seller; Seller and Escrow Holder or (yz) to waive in writing Buyer’s previous disapproval of (and thereby accept) any items that Seller does not elect to remove. Buyer’s failure to terminate this Agreement by delivering written notice of such election on or before 5:00 p.m. Pacific Time on the fifth (5th) Business Day business day after Seller’s election or deemed election not to remove the new disapproved Title Matter(s) exception shall be deemed to constitute Buyer’s irrevocable election to waive Buyer’s previous disapproval whereupon the disapproved Title Matter(s) exception shall become a Permitted Exception. If, however, Buyer does elect to terminate this Agreement, then this Agreement shall so terminate, the Deposit shall be returned to Buyer (less the Independent Consideration) and neither party shall have any further obligations to the other hereunder except to the extent any such obligation expressly survives the termination of this Agreement. If this purchase and sale is terminated by reason of a Post DD Period Title Matter which is an involuntary lien first placed against the Property after the expiration of the Due Diligence Period, then Seller shall reimburse Buyer for Buyer’s actual and reasonably documented out-of-pocket third party costs and expenses in connection with this transaction (including, without limitation, due diligence costs, attorneys’ fees and costs) in an amount not to exceed the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00).

Additional Exceptions. If In the Preliminary Report or Survey event the Title Commitment is amended or updated after the expiration of the Due Diligence Period and prior to before the Close of Escrow for any reason other than the receipt of any new or additional survey (including the survey that Buyer is obtaining from Keir & W▇▇▇▇▇) Closing (each, a “Preliminary Report Title Commitment Update”), Buyer shall furnish Seller with a written statement of approval or objections to any Title Matters matter first raised in a Title Commitment Update that affects title to the Preliminary Report Update Real Property and that was not caused by Buyer or any Buyer Licensee Parties within two (sometimes called a “Post DD Period Title Matter”2) within five (5) Business Days business days after its receipt of such Preliminary Report Title Commitment Update together with a legible copy of each new exception raised therein (each, a “Preliminary Report Title Commitment Update Review Period”). Should Buyer fail to notify Seller in writing of any objections to any matter first disclosed in a Preliminary Report Title Commitment Update prior to the expiration of the applicable Preliminary Report Title Commitment Update Review Period, as applicable, Buyer shall be deemed to have approved such matters whereupon they shall become Permitted Exceptions unless such Title Matter is an Excluded ExceptionExceptions. If, however, Buyer objects to such new Title Matterexception, then Seller shall have until 5:00 p.m. Pacific Time on the fifth (5th) Business Day business day after Seller’s receipt of Buyer’s written objection in which to notify Buyer, in Seller’s sole discretion, either (a) that Seller will remove the new disapproved Title Matter(sexception(s) prior to the ClosingClose of Escrow and, thereafter, Seller shall be entitled to a reasonable adjournment of the Closing for the purpose of such removal, which removal will be deemed effected by, among other things, the issuance of title insurance reasonably acceptable to Buyer eliminating or insuring against the effect of the Title Objections, or (b) that Seller will not remove the new disapproved Title Matter(sexception(s). If Seller does not elect to do either (a) or (b), such silence shall be conclusively deemed to constitute Seller’s election not to remove any of the new Title Matter(sexception(s) disapproved by Buyer. If Seller elects not to remove any new disapproved Title Matter(sexception(s), whether by giving notice thereof or by failing to give notice, then Buyer shall have until 5:00 p.m. Pacific Time on the third fifth (3rd5th) Business Day business day after Seller’s election (or deemed election) not to cure the disapproved exception in which to elect (xy) to terminate this Agreement by written notice to Seller; Seller and Escrow Holder or (yz) to waive in writing Buyer’s previous disapproval of (and thereby accept) any items that Seller does not elect to remove. Buyer’s failure to terminate this Agreement by delivering written notice of such election on or before 5:00 p.m. Pacific Time on the fifth (5th) Business Day business day after Seller’s election or deemed election not to remove the new disapproved Title Matter(s) exception shall be deemed to constitute Buyer’s irrevocable election to waive Buyer’s previous disapproval whereupon the disapproved Title Matter(s) exception shall become a Permitted Exception. If, however, Buyer does elect to terminate this Agreement, then this Agreement shall so terminate, the Deposit shall be returned to Buyer (less the Independent Consideration) and neither party shall have any further obligations to the other hereunder except to the extent any such obligation expressly survives the termination of this Agreement. If this purchase and sale is terminated by reason of a Post DD Period Title Matter which is an involuntary lien first placed against the Property after the expiration of the Due Diligence Period, then Seller shall reimburse Buyer for Buyer’s actual and reasonably documented out-of-pocket third party costs and expenses in connection with this transaction (including, without limitation, due diligence costs, attorneys’ fees and costs) in an amount not to exceed the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00).