Common use of CURING AND REMOVAL OF TITLE OBJECTIONS Clause in Contracts

CURING AND REMOVAL OF TITLE OBJECTIONS. Seller shall, within five (5) Business Days after receipt of a Title Defect Notice, do one of the following: (a) Seller may notify Purchaser that Seller cannot or will not attempt to remove or otherwise cure the objection set forth in the Title Defect Notice. If Seller so notifies Purchaser, Purchaser shall, on or before the third (3rd) Business Day after Seller's notice is received, by giving notice to Seller, do one of the following: (i) elect to proceed with the Closing, in which event such objections shall be conclusively presumed thereafter to be waived by Purchaser and the Closing shall occur without any credit against the Purchase Price on account thereof; or (ii) elect to terminate this Agreement, in which event Purchaser shall be entitled to the immediate return of the Deposit and all interest earned thereon and, except as expressly provided otherwise in this Agreement, this Agreement shall be of no further force and effect and the parties shall have no further rights, obligations or liabilities hereunder; or (b) Seller may notify Purchaser that Seller will attempt to remove or cure the objections. If, after giving notice to Purchaser in accordance with this clause (b), Seller is not able to remove or cure the objections, Seller shall so notify Purchaser and Purchaser shall have the right to make an election as if Seller had given notice in accordance with clause (a) above. If Purchaser gives a termination notice pursuant to Section 7.03(a)(ii), even after the First Contingency Period, those provisions regarding return of the Deposit and termination of the Agreement in Section 7.03(a)(ii) shall control over any other provision of this Agreement that provides that the Deposit is not refundable after expiration of the First Contingency Period.

CURING AND REMOVAL OF TITLE OBJECTIONS. (a) If Purchaser gives a Title Defect Notice to Seller shallin accordance with the provisions of the preceding Section 7.02, then: (i) With respect to any Unpermitted Exception which is a mortgage or similar encumbrance created voluntarily by Seller or Seller’s predecessors in title which secures solely the payment of a stated indebtedness (collectively, the “Monetary Encumbrances”), Seller shall notify Purchaser in writing (“Seller’s Title Response Notice”) within five (5) Business Days after receipt of a such Title Defect Notice, do one either (A) that Seller has paid the amount necessary to remove the same from the record title to the Property and will, on or prior to the Closing Date, obtain recordable instruments or other documentation sufficient to cause the Title Company to delete such matters from an owner’s title insurance policy to be issued to Purchaser at standard rates, or (B) that Seller agrees to pay on the Closing Date the sum required to remove the same from the record title out of the following:Purchase Price to be received at Closing, pursuant to arrangements reasonably acceptable to Seller and Purchaser; and (aii) In the event Purchaser shall so notify Seller may notify Purchaser that Seller cannot or will not attempt to remove or otherwise cure the objection set forth of any Unpermitted Exceptions in the Title Defect NoticeNotice that are not Monetary Encumbrances (collectively called “Nonmonetary Encumbrances”), Seller shall have the right, but not the obligation, to cure such objection(s) in its sole and absolute discretion. Seller’s Title Response Notice shall also specify whether or not Seller will cure the Nonmonetary Encumbrances at or prior to the Closing. Failure of Seller to timely give Seller’s Title Response Notice shall be deemed an election by Seller not to cure such Nonmonetary Encumbrances. If Seller elects or is deemed to have elected not to remove or cure the Nonmonetary Encumbrances, Seller shall so notifies Purchaser, notify Purchaser in writing and Purchaser shall, as its sole and exclusive remedy (except as provided in Sections 7.03(c) and 9.02(b) hereof)), on or before the third seventh (3rd7th) Business Day day after Purchaser’s receipt of Seller's notice is received’s Title Notice, by giving give written notice to Seller, do one of the followingthat Purchaser either: (iA) elect elects to proceed with the Closing, in which event such objections all Nonmonetary Encumbrances identified in the Title Defect Notice which Seller has not cured or removed shall be conclusively presumed thereafter to be waived by Purchaser and the Closing shall occur constitute Permitted Exceptions, without any credit against or abatement of the Purchase Price on account thereof; or (iiB) elect elects to terminate this Agreement, in which event Purchaser shall be entitled to the immediate prompt return of the Deposit and all interest earned thereon Escrowed Funds, and, except as expressly provided otherwise in this Agreement, this Agreement shall be of no further force and effect and the parties shall have no further rights, obligations or liabilities hereunder; or. Subject to Purchaser’s rights under Sections 7.03(c) and 9.02(b) hereof, unless Purchaser gives notice to Seller within such 7-day period that Purchaser has elected to terminate the Agreement pursuant to the foregoing clause (B) Purchaser shall be conclusively presumed to have elected to proceed to Closing pursuant to the foregoing clause (A) and the uncured Nonmonetary Encumbrances shall be deemed waived by Purchaser and shall thereupon be deemed to be Permitted Exceptions. The Closing Date shall be extended for such period of time as necessary to give Seller and Purchaser the benefit of the time periods stated in this subsection. In addition, if Seller fails to cure any objection(s) that Seller has elected to cure or satisfy prior to Closing, then Purchaser may: (a) accept a conveyance of the Property subject to the Permitted Exceptions, specifically including such objection(s) (which such objection(s) shall thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, (b) terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate, the Escrowed Funds shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for those matters which expressly survive termination of this Agreement and any other recourse or remedy at law or in equity. (b) Seller may notify Purchaser Provided that Seller will attempt has proceeded in accordance with the provisions of this Section in response to a Title Defect Notice, except as otherwise set forth in this Agreement, in no event shall Purchaser be entitled to specific performance for Seller’s failure to remove or cure the objections. If, after giving notice to Purchaser in accordance with this clause (b), Seller is not able to remove or cure the objections, Seller shall so notify Purchaser and Purchaser shall have the right to make an election as if Seller had given notice in accordance with clause (a) above. If Purchaser gives a termination notice pursuant to Section 7.03(a)(ii), even after the First Contingency Period, those provisions regarding return of the Deposit and termination of the Agreement in Section 7.03(a)(ii) shall control over any other provision of this Agreement that provides that the Deposit is not refundable after expiration of the First Contingency PeriodUnpermitted Exceptions.

CURING AND REMOVAL OF TITLE OBJECTIONS. Seller shall, within five ten (510) Business Days after receipt of a Title Defect Notice, do one of the following: (a) Seller may notify Purchaser that Seller cannot or will not attempt to remove or otherwise cure the objection set forth in the Title Defect Notice. If Seller so notifies Purchaser, Purchaser shall, on or before the third (3rd) Business Day after Seller's notice is received, by giving notice to Seller, do one of the following: (i) elect to proceed with the Closing, in which event such objections shall be conclusively presumed thereafter to be waived by Purchaser and the Closing shall occur without any credit against the Purchase Price on account thereof; or (ii) elect to terminate this Agreement, in which event Purchaser shall be entitled to the immediate return of the Deposit and all interest earned thereon and, except as expressly provided otherwise in this Agreement, this Agreement shall be of no further force and effect and the parties shall have no further rights, obligations or liabilities hereunder; or (b) Seller may notify Purchaser that Seller will attempt to remove or cure the objections. If, within ten (10) Business Days after giving notice to Purchaser in accordance with this clause (b), Seller is not able or is no longer willing to remove or cure the objections, Seller shall so notify Purchaser and Purchaser shall have the right to make an election as if Seller had given notice in accordance with clause (a) above. The Closing Date shall be extended for such period of time as to give Seller and Purchaser the benefit of the time periods stated in this Section 7.03(b). If Seller fails to give timely notice under either clause 7.03(a) or 7.03(b) above, Seller shall be deemed to have made the election under clause 7.03(a) and Purchaser gives a termination notice shall have the right to elect to proceed or to terminate pursuant to Section 7.03(a)(i) or 7.03(a)(ii), even after the First Contingency Period, those provisions regarding return ) above. If Purchaser does not give notice of the Deposit and termination of the Agreement in Purchaser's election to terminate under Section 7.03(a)(ii) above, Purchaser shall control over be conclusively presumed to have agreed to accept title subject to the matters objected to in the Title Defect Notice and the Closing shall occur without any credit against the Purchase Price, subject to Purchaser's right to terminate this Agreement in accordance with the other provision provisions of this Agreement Agreement. Notwithstanding anything to the contrary contained herein, Seller agrees to satisfy, release and cure any objections set forth in a Title Defect Notice with respect to any mortgages, deeds of trust, judgment liens, mechanics' or materialmen's liens, delinquent taxes or assessments or other monetary encumbrances that provides encumber the Real Property. The foregoing obligation shall not include the Development Agreements that the Deposit is not refundable after expiration of the First Contingency Periodare being assumed pursuant to Section 6.05.