INVESTORS OR THE PAYMENT OF MONEY (OTHER THAN USUAL AND CUSTOMARY
EXPENSES ASSOCIATED WITH NEGOTIATING AND CLOSING TRANSACTIONS OF THE NATURE SET
FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES REQUIRED TO BE
PAID UNDER EXISTING CONTRACTUAL OBLIGATIONS AND PROCESSING OR REVIEW FEES AND
REIMBURSEMENT FOR LEGAL FEES AND OTHER OUT-OF-POCKET EXPENSES CUSTOMARILY
REQUIRED BY THE CURRENT HOLDERS OF INDEBTEDNESS ON THE PROPERTY). IF SELLER
FAILS TO REMOVE ON OR PRIOR TO CLOSING ANY MANDATORY REMOVAL OBJECTION OR ANY
OTHER TITLE OBJECTION WHICH SELLER HAS ELECTED TO CURE, SELLER SHALL HAVE THE
RIGHT TO POSTPONE THE CLOSING ONE OR MORE TIMES FOR UP TO SIXTY (60) DAYS IN THE
AGGREGATE, WHICH SHALL RUN
10
concurrently with any extension Seller is entitled to pursuant to Section 6.1,
in each case by providing written notice to Purchaser no later than three (3)
Business Days prior to the then scheduled Closing Date.
(C)
SELLER'S ELECTION TO DISCHARGE TITLE
OBJECTIONS.
WITH RESPECT TO EACH INITIAL TITLE OBJECTION AND INITIAL SURVEY
OBJECTION, SELLER AGREES TO NOTIFY PURCHASER WITHIN TEN (10) BUSINESS DAYS FROM
THE DATE OF THIS AGREEMENT WHETHER SELLER ELECTS TO SEEK TO REMOVE SUCH TITLE
OBJECTION. WITH RESPECT TO EACH SUBSEQUENT TITLE OBJECTION, IF ANY, SELLER
AGREES TO NOTIFY PURCHASER WITHIN TEN (10) BUSINESS DAYS AFTER SELLER FIRST
RECEIVES THE FOREGOING NOTICE OF SUCH SUBSEQUENT TITLE OBJECTION FROM PURCHASER
OR SUCH LESSER TIME AS REMAINS BETWEEN SUCH RECEIPT AND THE CLOSING DATE WHETHER
SELLER ELECTS TO SEEK TO REMOVE SUCH TITLE OBJECTION.
IF SELLER DOES NOT
AFFIRMATIVELY NOTIFY PURCHASER OF ANY SUCH ELECTION WITHIN THE ALLOTTED TEN (10)
BUSINESS DAY PERIOD, SELLER SHALL BE DEEMED TO HAVE ELECTED NOT TO REMOVE THE
TITLE OBJECTION IN QUESTION.
IF SELLER ELECTS OR IS DEEMED TO HAVE ELECTED NOT
TO REMOVE ANY TITLE OBJECTION AND THE CONDITION OR CIRCUMSTANCE GIVING RISE TO
THAT TITLE OBJECTION IS SUCH THAT IF IT REMAINS UNCURED IT WILL RESULT IN A
FAILURE OF THE CONDITION PRECEDENT SET FORTH IN SECTION 7.1(D), PURCHASER SHALL
HAVE THE RIGHT, EXERCISABLE BY DELIVERING WRITTEN NOTICE TO SELLER WITHIN FIVE
(5) BUSINESS DAYS OF SELLER'S ELECTION OR DEEMED ELECTION NOT TO REMOVE, TO
TERMINATE THIS AGREEMENT, IN WHICH CASE THE DEPOSIT SHALL PROMPTLY BE RETURNED
TO PURCHASER AND THEREAFTER THE PARTIES SHALL HAVE NO FURTHER RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT EXCEPT THOSE WHICH EXPRESSLY SURVIVE
TERMINATION OF THIS AGREEMENT.
IF PURCHASER DOES NOT DELIVER SUCH WRITTEN
NOTICE TO SELLER WITH RESPECT TO ANY SUCH TITLE OBJECTION WITHIN SAID FIVE (5)
BUSINESS DAY PERIOD, THE TITLE OBJECTION AUTOMATICALLY WILL CONSTITUTE AN
ADDITIONAL PERMITTED EXCEPTION.
3.3
CONDEMNATION.
(A)
RIGHT TO TERMINATE.
IN
THE EVENT THAT ANY GOVERNMENTAL AUTHORITY COMMENCES ANY CONDEMNATION ACTION OR
ANY TAKING BY POWER OF EMINENT DOMAIN (SUCH ACTION, A "CONDEMNATION") AGAINST A
PROPERTY, SELLER AGREES TO NOTIFY PURCHASER IN WRITING OF SUCH ACTION OR
THREATENED ACTION PROMPTLY UPON SELLER OBTAINING KNOWLEDGE THEREOF.
IF A
PROPERTY OR ANY PORTION THEREOF IS TAKEN IN A CONDEMNATION OR A TRANSFER IN LIEU
THEREOF AND