WAS NOT DISCLOSED TO PURCHASER PRIOR TO THE EXPIRATION OF THE INSPECTION
PERIOD AND IS NOT A PERMITTED EXCEPTION (A "NEW TITLE DEFECT"), PURCHASER SHALL
HAVE TEN (10) DAYS AFTER SUCH MATTER IS DISCLOSED TO PURCHASER TO SEND WRITTEN
NOTICE TO SELLER OF SUCH NEW TITLE DEFECT (IT BEING AGREED THAT IF PURCHASER
FAILS TO OBJECT TO THE NEW TITLE DEFECT WITHIN SUCH TEN (10) DAY PERIOD, THEN
SUCH NEW TITLE DEFECT SHALL THEREAFTER BE DEEMED A PERMITTED EXCEPTION).
SELLER
SHALL NOTIFY PURCHASER IN WRITING WITHIN FIVE (5) DAYS FOLLOWING THE DATE OF
PURCHASER'S NOTICE OF SUCH NEW TITLE DEFECT (THE "NEW TITLE DEFECT CURE PERIOD")
THAT EITHER (A) THE NEW TITLE DEFECT HAS BEEN, OR WILL BE AT OR PRIOR TO
CLOSING, REMOVED FROM THE COMMITMENT OR THE SURVEY, AS THE CASE MAY BE, OR (B)
SELLER HAS FAILED TO ARRANGE TO HAVE THE NEW TITLE DEFECT REMOVED.
IF, UPON THE
EXPIRATION OF THE NEW TITLE DEFECT CURE PERIOD, SELLER HAS NOT NOTIFIED
PURCHASER THAT SELLER HAS ARRANGED TO HAVE THE NEW TITLE DEFECT REMOVED, THEN
PURCHASER MAY ELECT (WHICH ELECTION MUST BE MADE IN WRITING WITHIN FIVE (5) DAYS
FOLLOWING EXPIRATION OF THE NEW TITLE DEFECT CURE PERIOD) EITHER:
(I) TO
TERMINATE THIS AGREEMENT AS PURCHASER'S SOLE REMEDY HEREUNDER (IN WHICH EVENT
THE EARNEST MONEY SHALL BE RETURNED TO PURCHASER); OR (II) TO TAKE TITLE SUBJECT
TO THE PERMITTED EXCEPTIONS AND THE NEW TITLE DEFECT.
IF PURCHASER DOES NOT,
WITHIN FIVE (5) DAYS AFTER THE EXPIRATION OF THE NEW TITLE DEFECT CURE PERIOD,
SEND WRITTEN NOTICE TO SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT
PURSUANT TO CLAUSE (I) OF THE PRECEDING SENTENCE, THEN (X) PURCHASER SHALL BE
DEEMED TO HAVE ELECTED TO TAKE TITLE SUBJECT TO THE PERMITTED EXCEPTIONS AND THE
NEW TITLE DEFECT WITHOUT ANY REDUCTION IN THE PURCHASE PRICE; (Y) THE NEW TITLE
DEFECT WILL THENCEFORTH BE DEEMED A PERMITTED EXCEPTION; AND (Z) THIS AGREEMENT
SHALL REMAIN IN FULL FORCE AND EFFECT.
ARTICLE III
INSPECTION PERIOD
3.1
PROPERTY DOCUMENTS.
AS SOON AFTER THE EFFECTIVE DATE AS
REASONABLY PRACTICABLE THROUGH THE USE OF GOOD FAITH EFFORTS BY SELLER, SELLER
SHALL DELIVER OR MAKE AVAILABLE TO PURCHASER AT THE PROPERTY OR AT SELLER'S
OFFICE THE DOCUMENTS DESCRIBED ON EXHIBIT B AND EXHIBIT B-1 (THE "PROPERTY
DOCUMENTS") ATTACHED HERETO AND MADE A PART HEREOF FOR ALL PURPOSES.
PURCHASER
SHALL, IF REQUESTED BY SELLER, EXECUTE INSTRUMENTS ACKNOWLEDGING RECEIPT OF THE
PROPERTY DOCUMENTS OR ANY OTHER DOCUMENT DELIVERED OR MADE AVAILABLE TO
PURCHASER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY.
DURING THE
INSPECTION PERIOD (AS HEREINAFTER DEFINED), PURCHASER MAY INSPECT THE PROPERTY
DOCUMENTS DURING NORMAL BUSINESS HOURS AND MAY PHOTOCOPY SAME AT PURCHASER'S
EXPENSE.
NOTWITHSTANDING THE FOREGOING PROVISIONS, SELLER SHALL NOT BE
OBLIGATED TO DELIVER TO PURCHASER ANY REPORT DESCRIBED IN EXHIBIT B IF THE TERMS
OF SUCH REPORT RESTRICT SELLER FROM DOING SO.
WITH RESPECT TO ANY ENVIRONMENTAL
REPORT OR OTHER REPORT DESCRIBED IN EXHIBIT B WHICH SELLER DELIVERS TO
PURCHASER, PURCHASER UNDERSTANDS AND AGREES THAT (A) SUCH REPORT