Common use of Unpermitted Exceptions Clause in Contracts

Unpermitted Exceptions. All matters affecting title or survey to the Property other than those matters expressly included as Permitted Exceptions pursuant to Section 4.2 are collectively referred to herein as "Unpermitted Exceptions." In addition to satisfaction, delivery, or discharge, as applicable, ofthe Seller's Required Title Actions, at or prior to the Closing, Seller shall discharge or cure all Unpermitted Exceptions or, solely with Purchaser's prior written approval, have such Unpermitted Exceptions bonded over to Purchaser's and the Title Company's satisfaction. Seller shall be entitled to use the proceeds ofthe sale ofthe Property at the Closing to effect any discharge or cure made pursuant to Section 4.1 or this Section 4.3 provided the Title Company makes such payments directly to the applicable persons at Closing and insures Purchaser against such exceptions to Purchaser's satisfaction. Notwithstanding anything to the contrary contained in this Section 4, Seller shall not be obligated to expend in excess ofFive Hundred Thousand Dollars ($500,000.00) in the aggregate, which amount shall include, without limitation, the payment ofattorneys' fees and expenses, to cure Unpermitted Exceptions which are other than Monetary Encumbrances. If in the reasonable judgment ofSeller (after consultation with Purchaser) it is substantially unlikely that the Unpermitted Exceptions which are other than Monetary Encumbrances can be cured even by the expenditure ofFive Hundred Thousand dollars ($500,000.00), then Seller shall promptly advise, Purchaser in writing ofthat conclusion and Seller need not make such expenditure and the provisions of Section 4.1 shall apply. In the event that any Seller's Required Title Action, or any Unpermitted Exception which Seller is required to cure hereunder cannot be cured prior to the Closing, then subject to Purchaser's written consent, in Purchaser's reasonable discretion, the obligation ofSeller to so cure may be completed after the Closing and the amount expected to cure such Seller Required Title Action or Unpermitted Exception shall be added to the Holdback Amount and reflected in the Post-Closing Escrow Agreement (as defined in Section 5.7 below).

Unpermitted Exceptions. All matters affecting title or survey to the Property Property, and all survey matters affecting the Property, other than those matters expressly included as Permitted Exceptions pursuant to Section 4.2 3.2 are collectively referred to herein as "“Unpermitted Exceptions." ” During the term of this Agreement, Seller shall not encumber the Lot except as provided in this Agreement, or except as required by the Approvals, or except for encumbrances that will be discharged or partially released at Closing. In addition to satisfaction, delivery, or discharge, as applicable, ofthe Seller's of the Required Title Actions, at or prior to the Closing, Seller shall discharge discharge, partially release, or cure cure, as applicable, all Unpermitted Exceptions or, solely with Purchaser's prior written approval, or have such Unpermitted Exceptions bonded over to Purchaser's and the Title Company's satisfaction. Seller shall be entitled ’s reasonable satisfaction which arise subsequent to use the proceeds ofthe sale ofthe Property at the Closing to effect any discharge or cure made pursuant to Section 4.1 or this Section 4.3 provided date of the Title Company makes such payments directly to the applicable persons at Closing and insures Purchaser against such exceptions to Purchaser's satisfaction. Notwithstanding anything to the contrary contained in this Section 4Commitment; provided, however that Seller shall not be obligated to expend in excess ofFive of Two Hundred Thousand and 00/100 Dollars ($500,000.00200,000.00) in the aggregate, which amount shall include, without limitation, the payment ofattorneys' of any attorneys’ fees and or expenses or title insurance premiums, fees or expenses, to cure Unpermitted Exceptions which are other than any of the following (which Seller shall cure on or before the Closing Date): (i) mortgages or related security documents or similar encumbrances given to secure indebtedness for money borrowed, or (ii) taxes and assessments due and payable as of the Closing Date (collectively, “Monetary Encumbrances”). If Notwithstanding the preceding sentence, if in the reasonable judgment ofSeller (after consultation with Purchaser) of Seller’s counsel it is substantially unlikely that the Unpermitted Exceptions which are other than (excluding the Monetary Encumbrances Encumbrances) can be cured even by the expenditure ofFive of Two Hundred Thousand dollars and 00/100 Dollars ($500,000.00200,000.00), then Seller shall promptly advise, Purchaser in writing ofthat conclusion and Seller need not make such expenditure and the provisions of Section 4.1 4.3(b) shall apply. In the event that any Seller's Required Title Action, or any Unpermitted Exception which Seller is required to cure hereunder cannot be cured prior to the Closing, then subject to Purchaser's written consent, in Purchaser's reasonable discretion, the obligation ofSeller to so cure may be completed after the Closing and the amount expected to cure such Seller Required Title Action or Unpermitted Exception shall be added entitled to use the Holdback Amount and reflected in proceeds of the Post-Closing Escrow Agreement (as defined in sale of the Property to effect any discharge, bonding over or cure made pursuant to this Section 5.7 below)3.3.

Unpermitted Exceptions. All matters affecting title If the Title Commitment or survey Existing Survey (or, if applicable, Survey) includes any matter which is not a Permitted Exception (an “Unpermitted Exception”), then Purchaser shall have the right to request that Seller remove or cure such Unpermitted Exception by providing written notice to Seller (the Property other than those matters expressly included as “Unpermitted Exception Notice”) within the Title Review Period. If any update of the Title Commitment delivered to Purchaser after the end of the Title Review Period discloses any Title Exception which is not disclosed in the Title Commitment or is not otherwise a Permitted Exceptions pursuant to Exception described in this Section 4.2 are collectively referred to herein as "Unpermitted Exceptions." In addition to satisfaction, delivery5.3 (a “New Title Exception”), or dischargethe updated Survey delivered to Purchaser after the Title Review Period discloses any encroachments on to or from adjoining properties, as applicableencroachments on to easements from Improvements, ofthe Seller's Required set back line violations or other survey defects (“Survey Defects”) which are not disclosed in the Existing Survey (a “New Survey Defect”), and such New Title ActionsException or New Survey Defect was not caused or created by any Purchaser Indemnitee or any Person acting on behalf of any Purchaser Indemnitee, then Purchaser shall have the right to request that Seller remove or cure such New Title Exception or New Survey Defect at or prior to the Closing, by providing written notice to Seller shall discharge within the earlier of: (i) five (5) Business Days after receiving such New Title Exception or New Survey Defect and, to the extent the same are of record or are otherwise reasonably available, copies of the underlying documents evidencing any such New Title Exception, or (ii) on the then Scheduled Closing Date (the “New Title and Survey Objection Notice”). If Purchaser timely provides an Unpermitted Exception Notice or a New Title and Survey Objection Notice to Seller, Seller may elect, by providing written notice (the “Title and Survey Election Notice”) to Purchaser within the earlier of: (A) two (2) Business Days after Seller’s receipt of such Unpermitted Exception Notice or New Title and Survey Objection Notice, or (B) on the then Scheduled Closing Date promptly following receipt of a New Title and Survey Objection Notice from Purchaser, (1) to agree to remove or cure all Unpermitted Exceptions or, solely with Purchaser's prior written approval, have such Unpermitted Exceptions bonded over Exception, New Title Exception or New Survey Defect at or prior to Purchaser's and Closing (or after the Title Company's satisfaction. Scheduled Closing Date if Seller shall be entitled to use the proceeds ofthe sale ofthe Property at the Closing to effect any discharge or cure made extends such date pursuant to Section 4.1 5.3.4), or this Section 4.3 provided the (2) not to remove or cure such Unpermitted Exception, New Title Company makes Exception or New Survey Defect; provided, however, that if such payments directly to the applicable persons at Closing and insures Purchaser against such exceptions to Purchaser's satisfaction. Notwithstanding anything to the contrary contained in this Section 4Unpermitted Exception, Seller shall not be obligated to expend in excess ofFive Hundred Thousand Dollars ($500,000.00) in the aggregate, which amount shall include, without limitation, the payment ofattorneys' fees and expenses, to cure Unpermitted Exceptions which are other than Monetary Encumbrances. If in the reasonable judgment ofSeller (after consultation with Purchaser) it New Title Exception or New Survey Defect is substantially unlikely that the Unpermitted Exceptions which are other than Monetary Encumbrances can be cured even by the expenditure ofFive Hundred Thousand dollars ($500,000.00)a Required Removal Exception, then Seller shall promptly adviseremove or cure such Unpermitted Exception, Purchaser in writing ofthat conclusion and Seller need not make such expenditure and the provisions of Section 4.1 shall applyNew Title Exception or New Survey Defect at or prior to Closing. In the event that Except with respect to any Seller's Required Title Action, or any Unpermitted Removal Exception which Seller is shall be required to cure hereunder cannot be cured remove on or prior to the Closing, if Seller does not provide a Title and Survey Election Notice to Purchaser within such time period, then Seller shall be deemed to have elected not to remove or cure such Unpermitted Exception, New Title Exception or New Survey Defect pursuant to clause (2) of the preceding sentence. If Seller elects or is deemed to have elected not to remove or cure an Unpermitted Exception, New Title Exception or New Survey Defect, then Purchaser shall have the right to elect, as its sole and exclusive right with respect thereto, by providing written notice to Seller (the “Title and Survey Response Notice”) within the earlier of five (5) Business Days after Purchaser’s receipt of the Title and Survey Election Notice or the Closing Date to (I) terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (II) proceed to Closing pursuant to this Agreement and accept title to the Real Property subject to Purchaser's written consentsuch Unpermitted Title Exception, in Purchaser's reasonable discretion, the obligation ofSeller to so cure may be completed after the Closing and the amount expected to cure such Seller Required New Title Action Exception or Unpermitted Exception New Survey Defect which thereafter shall be added deemed to constitute a Permitted Exception, without any credit against the Holdback Amount Purchase Price for such Unpermitted Title Exception, New Title Exception or New Survey Defect. If Purchaser does not provide a Title and reflected in Survey Response Notice to Seller within such time period, Purchaser shall be deemed to have elected to terminate this Agreement pursuant to clause (I) of the Post-Closing Escrow Agreement (as defined in Section 5.7 below)preceding sentence.

Unpermitted Exceptions. All matters affecting If at any time after the Initial Non-Refundable Date Purchaser discovers title or survey to the Property other than those is subject to material matters expressly included as Permitted Exceptions pursuant to Section 4.2 are collectively referred to herein as "Unpermitted Exceptions." In addition to satisfaction, delivery, or discharge, as applicable, ofthe Seller's Required Title Actions, at or not disclosed prior to the ClosingInitial Non-Refundable Date or if the Updated Survey discloses material matters not disclosed on the Existing Survey (each, a “New Defect”), Purchaser shall deliver written notice of any New Defect (“Additional Notice”) to Seller within five (5) days after Purchaser receives notice of such matters (“Additional Objection Deadline”). Failure of Purchaser to deliver the Additional Notice on or before expiration of the Additional Objection Deadline shall discharge or cure all Unpermitted Exceptions or, solely with Purchaser's prior written approval, have such Unpermitted Exceptions bonded over to Purchaser's and the Title Company's satisfactionconstitute a waiver by Purchaser of any New Defect. Seller shall be entitled have two (2) business days after receipt of any Additional Notice (“Additional Seller Response Date”) to use cure, or not cure, the proceeds ofthe sale ofthe Property at New Defect, or if applicable, obtain the Closing agreement of Title Company to effect any discharge issue an endorsement to the Title Policy in a manner reasonably satisfactory to Purchaser to insure against such New Defect, and upon such endorsement being provided or cure made pursuant obtained, the New Defect shall be deemed a Permitted Exception. If Seller is unable or unwilling to Section 4.1 obtain such endorsement or cure on or before expiration of the Additional Seller Response Date, Purchaser shall have the option to terminate this Section 4.3 provided Agreement by delivering written notice to Seller of its election to terminate (“New Defect Termination Notice”) on or before two (2) business days after expiration of the Title Company makes such payments directly to Additional Response Date (“New Defect Termination Date”), in which case the applicable persons at Closing and insures Purchaser against such exceptions Deposit shall be returned to Purchaser's satisfaction. Notwithstanding anything Failure of Purchaser to deliver the contrary contained in this Section 4, Seller shall not be obligated to expend in excess ofFive Hundred Thousand Dollars ($500,000.00) in New Defect Termination Notice on or before the aggregate, which amount shall include, without limitation, the payment ofattorneys' fees and expenses, to cure Unpermitted Exceptions which are other than Monetary Encumbrances. If in the reasonable judgment ofSeller (after consultation with Purchaser) it is substantially unlikely that the Unpermitted Exceptions which are other than Monetary Encumbrances can be cured even by the expenditure ofFive Hundred Thousand dollars ($500,000.00), then Seller shall promptly advise, Purchaser in writing ofthat conclusion and Seller need not make such expenditure and the provisions of Section 4.1 shall apply. In the event that any Seller's Required Title Action, or any Unpermitted Exception which Seller is required to cure hereunder cannot be cured prior to the Closing, then subject to Purchaser's written consent, in Purchaser's reasonable discretion, the obligation ofSeller to so cure may be completed after the Closing and the amount expected to cure such Seller Required Title Action or Unpermitted Exception New Defect Termination Date shall be added deemed to the Holdback Amount be an election by Purchaser to waive such New Defects and reflected in the Post-Closing Escrow Agreement (as defined in Section 5.7 below)such New Defects shall be Permitted Exceptions.