Removal of Unpermitted Exceptions Clause Samples

Removal of Unpermitted Exceptions. Seller shall have no obligation to cure any Title Exceptions or Survey Defects other than the Unpermitted Exceptions as set forth in the Title and Survey Side Letter or any New Title and Survey Election Notice. Seller may cure any Unpermitted Exception by removing such Unpermitted Exception from title or causing the Title Company to commit to remove or insure over such Unpermitted Exception in the Title Policy at any time prior to or at Closing. If the Title Company does not agree to remove or insure over any Unpermitted Exception in the Title Policy, but another nationally recognized title insurance company is willing to issue the Title Policy without such Unpermitted Exception in the Title Policy, then Seller shall have the right to obtain, and Purchaser shall accept, a Title Policy from such other title insurance company which otherwise shall satisfy the requirements of Section 5.4, in which case the term “Title Company” shall be deemed to refer to such other title insurance company for all purposes in this Agreement.

Removal of Unpermitted Exceptions. Seller shall have no obligation to remove or cure any Title Exceptions or Survey Defects other than the Unpermitted Exceptions. Seller may cure any Unpermitted Exception by (a) removing such Unpermitted Exception from title, or (b) causing the Title Company to commit to insure over such Unpermitted Exception in the Title Policy, without removing such Unpermitted Exception from the Title Policy, provided that Purchaser, in its sole discretion, agrees to such insuring over of any Unpermitted Exceptions. If Seller determines that it will be unable to remove or cure any Unpermitted Exceptions before Closing, Seller shall have the right to postpone the Closing one or more times for up to 60 days in the aggregate in each case by providing written notice to Purchaser no later than five Business Days before the then scheduled date for the Closing.

Removal of Unpermitted Exceptions. The Seller Parties shall have no obligation to cure any Title Exceptions or Survey Defects other than Automatic Unpermitted Exceptions and other than the Unpermitted Exceptions as set forth in the Title and Survey Side Letter or any New Title and Survey Election Notice. The Seller Parties may cure any Unpermitted Exception by removing such Unpermitted Exception from title or causing the Title Company to commit to remove or insure over in a manner acceptable to the Purchaser Parties in their sole discretion such Unpermitted Exception in the Title Policy at any time prior to or at Closing. If the Title Company does not agree to remove or insure over any Unpermitted Exception in the Title Policy, but another nationally recognized title insurance company reasonably approved by the Purchaser Parties is willing to issue the Title Policy without such Unpermitted Exception in the Title Policy, then the Seller Parties shall have the right to obtain, and the Purchaser Parties shall accept, a Title Policy from such other title insurance company which otherwise shall satisfy the requirements of Section 4(d), in which case the term “Title Company” shall be deemed to refer to such other title insurance company for all purposes in this Agreement; provided, however, the Seller Parties shall pay any incremental costs incurred in substituting the other title insurance company as the Title Company, including any additional premium charges by the other title insurance company, any cancellation charges by the original title insurance company and any costs to have the Updated Survey certified to the other title insurance company.

Removal of Unpermitted Exceptions. Seller shall have no obligation to cure or otherwise remove any Unpermitted Exceptions or other Title Exceptions or Survey Defects, except for the following (the "Agreed Cure Items"): (i) any and all real property taxes, personal property taxes and other assessments encumbering the Property for tax years prior to the year ofClosing; and (ii) any and all mortgages, financing statements, security interests, tax liens, judgment liens and mechanics' liens encumbering the Prope1ty and created by or filed against Seller which can be satisfied by payment of a liquidated sum, including, but not limited to, the TD Bank Mortgage (as defined in Section 7(n)). The Agreed Cure Items shall be cured and removed by Seller prior to Closing with or without objection by Buyer and shall in no event be deemed Permitted Exceptions. If Seller elects not to cure or remove any Unpermitted Exceptions or other Title Exceptions or Survey Defects (other than the Agreed Cure Items and other exceptions that Seller is required to cure under Section 5(t)), Seller shall provide written notice to Buyer ofthe Unpermitted Exceptions and other Title Exceptions and Survey Defects, if any, that Seller has elected not to cure or remove (the "Seller's Failure/Refusal to Cure Notice") within ten (10) days after Seller's receipt ofBuyer's Title/Survey Objection Letter (said ten (10) day time period being referred to herein as the "First 10-day Response� Pe�iod"), in which case Buyer shall then have the option, to be exercised by delive1y of written notice to Seller (the "Buyer's Response to Seller's Failure/Refusal to Cure Notice") within ten (10) days after Buyer's receipt of the Seller's Failure/Refusal to Cure Notice (said ten (10) day time period being referred to herein as the "Second 10-day Response Period"), to (x) terminate this Agreement, in which case the entire Deposit shall be immediately returned to Buyer, and this Agreement shall, without further action ofthe parties, become null and void and of no further force or effect and no Party to this Agreement shall have any further rights, obligations or liabilities under this Agreement, except for their respective Surviving Obligations, ifany, or (y) proceed to Closing under this Agreement and accept title to the Property, subject to such uncured or unremoved Unpermitted Exception(s) (which shall thereafter be deemed to be Permitted Exceptions). If Seller does not timely provide a Seller's Failure/Refusal to Cure Notice to Buyer, then, upon ...

Removal of Unpermitted Exceptions. Seller shall have no obligation to cure any Title Exceptions or Survey Defects other than the Required Removal Exceptions. Seller may, at its option, cure any Unpermitted Exception by (a) causing such Unpermitted Exception to be removed from the Title Policy, prior to Closing, or (b) causing the Title Company to commit to remove or insure over such Unpermitted Exception at any time prior to or at Closing in form reasonably satisfactory to Purchaser, in each case with no right of the Title Company to seek recourse to Purchaser or the Property, in which case the same shall be deemed to constitute a Permitted Exception, without any credit against the Purchase Price for such Title Exception or Survey Defect.

Removal of Unpermitted Exceptions. Seller shall have no obligation to cure any Title Exceptions or Survey Defects other than the Unpermitted Exceptions. Seller may, at its option, cure any Unpermitted Exception by (i) removing such Unpermitted Exception from title, or (ii) causing the Title Company to commit to remove or insure over such Unpermitted Exception in a manner which is reasonably acceptable to Purchaser and its lender, at any time prior to or at Closing, in which case the same shall be deemed to constitute a Permitted Exception, without any credit against the Purchase Price for such Title Exception or Survey Defect. If the Title Company does not agree to remove or insure over any Unpermitted Exception, but another nationally recognized title insurance company reasonably acceptable to Purchaser and its lender is willing to issue a title policy without such Unpermitted Exception in such title policy, then Seller shall have the right to obtain, and Purchaser shall accept, a title policy from such other title insurance company which otherwise shall satisfy the requirements set forth in this Agreement, in which case the term “Title Company” shall be deemed to refer to such other title insurance company for all purposes in this Agreement.

Removal of Unpermitted Exceptions. Seller shall remove or cure all Unpermitted Exceptions at or prior to Closing by (i) removing such Unpermitted Exception from title, or (ii) causing the Title Company to commit to remove or insure over such Unpermitted Exception in the Title Policies without removing such Unpermitted Exception from title, provided, however, that such removal or insuring over by the Title Company is in form and substance acceptable to Purchaser in its sole and absolute discretion.

Removal of Unpermitted Exceptions. Seller agrees to use commercially reasonable efforts to cure the Unpermitted Exceptions by removing such Unpermitted Exception from title or causing the Title Company to waive or commit to insure over such Unpermitted Exception at any time prior to Closing. If, despite the use of commercially reasonable efforts Seller is not able to cure any Unpermitted Exception(s) at or prior to Closing, Purchaser shall have the option to (i) terminate this Agreement (subject to Purchaser’s satisfaction of its obligations under Sections 4.1(d), 4.1(e) and 7.1(b)) and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) proceed to Closing under this Agreement and accept title to the Real Property, subject to such uncured Unpermitted Exception(s) (which shall thereafter be deemed to be Permitted Exceptions), without any credit against the Purchase Price for any such uncured Unpermitted Exception(s). For purposes of this Section 4.2(d), “commercially reasonable efforts” shall mean undertaking such ministerial efforts involving minor administrative costs, such as obtaining recordable discharges of old, previously paid-off mortgages, but shall not include (i) payment of consideration to any third party in connection with the removal of an Unpermitted Exception, (ii) the obligation to negotiate with or make any request of any public or quasi-public entity or agency or (iii) the incurring of any material expense.

Removal of Unpermitted Exceptions. Seller shall not be obligated to cure any Unpermitted Exceptions other than the Mandatory Cure Items and those Title Exceptions and Survey Defects that Seller has, in the Seller's Title Response, agreed to cure. Seller may by notice to Purchaser extend the scheduled Closing or the Outside Closing Date for up to thirty (30) days to allow additional time to cure a New Title Matter which is an Unpermitted Exception.