HAS BEEN SATISFIED UNLESS NOTIFIED TO THE
CONTRARY IN WRITING BY ANY PARTY PRIOR TO THE CLOSING.
(Q)
BROKERAGE FEE.
PAYMENT AT THE CLOSING OF
SUCH BROKERAGE FEE AS IS SPECIFIED IN THIS AGREEMENT OR LATER WRITTEN
INSTRUCTIONS TO ESCROW HOLDER EXECUTED BY SELLER AND BROKERS ("BROKERAGE FEE").
IT IS AGREED BY THE PARTIES AND ESCROW HOLDER THAT BROKERS ARE A THIRD PARTY
BENEFICIARY OF THIS AGREEMENT INSOFAR AS THE BROKERAGE FEE IS CONCERNED, AND
THAT NO CHANGE SHALL BE MADE WITH RESPECT TO THE PAYMENT OF THE BROKERAGE FEE
SPECIFIED IN THIS AGREEMENT, WITHOUT THE WRITTEN CONSENT OF BROKERS.
9.2
ALL OF THE CONTINGENCIES SPECIFIED IN
SUBPARAGRAPHS (A) THROUGH (P) OF PARAGRAPH 9.1 ARE FOR THE BENEFIT OF, AND MAY
BE WAIVED BY, BUYER, AND MAY BE ELSEWHERE HEREIN REFERRED TO AS "BUYER'S
CONTINGENCIES."
9.3
IF ANY BUYER'S CONTINGENCY OR ANY OTHER
MATTER SUBJECT TO BUYER'S APPROVAL IS DISAPPROVED AS PROVIDED FOR HEREIN IN A
TIMELY MANNER ("DISAPPROVED ITEM"), SELLER SHALL HAVE THE RIGHT WITHIN 10 DAYS
FOLLOWING THE RECEIPT OF NOTICE OF BUYER'S DISAPPROVAL TO ELECT TO CURE SUCH
DISAPPROVED ITEM PRIOR TO THE EXPECTED CLOSING DATE ("SELLER'S ELECTION").
SELLER'S FAILURE TO GIVE TO BUYER WITHIN SUCH PERIOD, WRITTEN NOTICE OF SELLER'S
COMMITMENT TO CURE SUCH DISAPPROVED ITEM ON OR BEFORE THE EXPECTED CLOSING DATE
SHALL BE CONCLUSIVELY PRESUMED TO BE SELLER'S ELECTION NOT TO CURE SUCH
DISAPPROVED ITEM.
IF SELLER ELECTS, EITHER BY WRITTEN NOTICE OR FAILURE TO GIVE
WRITTEN NOTICE, NOT TO CURE A DISAPPROVED ITEM, BUYER SHALL HAVE THE ELECTION,
WITHIN 10 DAYS AFTER SELLER'S ELECTION TO EITHER ACCEPT TITLE TO THE PROPERTY
SUBJECT TO SUCH DISAPPROVED ITEM, OR TO TERMINATE THIS TRANSACTION.
BUYER'S
FAILURE TO NOTIFY SELLER IN WRITING OF BUYER'S ELECTION TO ACCEPT TITLE TO THE
PROPERTY SUBJECT TO THE DISAPPROVED ITEM WITHOUT DEDUCTION OR OFFSET SHALL
CONSTITUTE BUYER'S ELECTION TO TERMINATE THIS TRANSACTION.
UNLESS EXPRESSLY
PROVIDED OTHERWISE HEREIN, SELLER'S RIGHT TO CURE SHALL NOT APPLY TO THE
REMEDIATION OF HAZARDOUS SUBSTANCE CONDITIONS OR TO THE FINANCING CONTINGENCY.
UNLESS THE PARTIES MUTUALLY INSTRUCT OTHERWISE, IF THE TIME PERIODS FOR THE
SATISFACTION OF CONTINGENCIES OR FOR SELLER'S AND BUYER'S SAID ELECTIONS WOULD
EXPIRE ON A DATE AFTER THE EXPECTED CLOSING DATE, THE EXPECTED CLOSING DATE
SHALL BE DEEMED EXTENDED FOR 3 BUSINESS DAYS FOLLOWING THE EXPIRATION OF:
(A) THE APPLICABLE CONTINGENCY PERIOD(S), (B) THE PERIOD WITHIN WHICH THE SELLER
MAY ELECT TO CURE THE DISAPPROVED ITEM, OR (C) IF SELLER ELECTS NOT TO CURE, THE
PERIOD WITHIN WHICH BUYER MAY ELECT TO PROCEED WITH THIS TRANSACTION, WHICHEVER
IS LATER.
9.4
BUYER UNDERSTANDS AND AGREES THAT UNTIL SUCH
TIME AS ALL BUYER'S CONTINGENCIES HAVE BEEN SATISFIED OR WAIVED, SELLER AND/OR
ITS AGENTS MAY SOLICIT, ENTERTAIN AND/OR ACCEPT BACK-UP OFFERS TO PURCHASE THE
SUBJECT PROPERTY.
9.5
THE PARTIES ACKNOWLEDGE THAT EXTENSIVE
LOCAL, STATE AND FEDERAL LEGISLATION ESTABLISH BROAD LIABILITY UPON OWNERS
AND/OR USERS OF REAL PROPERTY FOR THE INVESTIGATION AND REMEDIATION OF HAZARDOUS
SUBSTANCES.
THE DETERMINATION OF THE EXISTENCE OF A HAZARDOUS SUBSTANCE
CONDITION AND