CONSENT WITH RESPECT TO THE
PROPERTY OR SELLER'S CONVEYANCE OF THE PROPERTY. PURCHASER WAIVES ANY RIGHT TO
RECEIVE DAMAGES AS A RESULT OF SELLER'S DEFAULT. IN ANY EVENT, AS A RESULT OF
SELLER'S UNCURED DEFAULT, PURCHASER SHALL BE ENTITLED TO EXTEND ITS CLOSING DATE
FOR A PERIOD OF TIME EQUAL TO THE NUMBER OF DAYS FROM PURCHASER'S NOTICE TO
SELLER OF SELLER'S DEFAULT UNTIL THE DATE SELLER HAS CURED SUCH DEFAULT.
11.3.
FAILURE OF CONDITION. IF, PRIOR TO CLOSING, SELLER DISCLOSES TO
PURCHASER OR PURCHASER DISCOVERS THAT (I) TITLE TO THE PROPERTY IS SUBJECT TO
DEFECTS, LIMITATIONS OR ENCUMBRANCES OTHER THAN PERMITTED ENCUMBRANCES; OR
(II) ANY REPRESENTATION OR WARRANTY OF SELLER CONTAINED IN THIS AGREEMENT IS OR,
AS OF THE CLOSING DATE, WILL BE UNTRUE IN ANY MATERIAL RESPECT, OR (III) THERE
IS A FAILURE OF ANY OF THE CONDITIONS SET FORTH IN SECTION 4 ABOVE, THEN
PURCHASER SHALL PROMPTLY GIVE SELLER WRITTEN NOTICE OF ITS OBJECTION THERETO. IN
SUCH EVENT, SELLER MAY ELECT TO POSTPONE THE CLOSING FOR THIRTY (30) DAYS AND
ATTEMPT TO CURE SUCH OBJECTION, PROVIDED THAT PURCHASER MAY NOT OBJECT TO THE
STATE OF TITLE OF THE PROPERTY ON THE BASIS OF MATTERS SET OUT IN SECTION 3.4
ABOVE. THE PARTIES ACKNOWLEDGE AND AGREE THAT SELLER SHALL HAVE NO OBLIGATION TO
CURE ANY OBJECTION WITHIN (I) OR (II) ABOVE UNLESS IT IS A DEFECT CAUSED BY
SELLER. IF PURCHASER FAILS TO WAIVE ANY SUCH OBJECTION WITHIN TEN (10) DAYS
AFTER NOTICE FROM SELLER THAT SELLER WILL NOT CURE THE OBJECTION, PURCHASER
SHALL BE ENTITLED TO ELECT TO EITHER (I) CLOSE UNDER THIS AGREEMENT, WITH A
DEDUCTION OF THE AMOUNT REASONABLY NECESSARY TO CURE SUCH DEFECT FROM THE AMOUNT
OF THE PURCHASE PRICE DUE SELLER AT CLOSING, EITHER PLACED IN ESCROW OR ALLOWED
AS A CREDIT TO PURCHASER, OR (II) TERMINATE THIS AGREEMENT WITH A RETURN OF THE
ENTIRE DEPOSIT TO PURCHASER, AND NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE
OTHER EXCEPT FOR THE SURVIVING OBLIGATIONS, AND IN SUCH EVENT THE LEASE SHALL
REMAIN IN FULL FORCE AND EFFECT EXCEPT THAT PARAGRAPHS 3, 4 AND 5 OF THE THIRD
AMENDMENT SHALL BE DEEMED TO BE DELETED AND HAVE NO FURTHER FORCE OR EFFECT. FOR
THE PURPOSES OF THIS AGREEMENT, ANY TITLE DEFECT, LIMITATION OR ENCUMBRANCE
OTHER THAN A PERMITTED ENCUMBRANCE SHALL BE DEEMED CURED IF THE TITLE COMPANY
WILL AGREE TO ISSUE AN ALTA OWNER'S TITLE INSURANCE POLICY TO PURCHASER FOR THE
PURCHASE PRICE, WHICH POLICY TAKES NO EXCEPTION FOR SUCH DEFECT, LIMITATION OR
ENCUMBRANCE AND IS ISSUED FOR NO ADDITIONAL PREMIUM OR FOR AN ADDITIONAL PREMIUM
IF SELLER AGREES TO PAY SUCH ADDITIONAL PREMIUM UPON CLOSING, AND THE TITLE
COMPANY AGREES TO CONTINUE TO SO INSURE FUTURE PURCHASERS OF THE PROPERTY
WITHOUT EXCEPTION FOR SUCH DEFECT, LIMITATION OR ENCUMBRANCE FOR NO ADDITIONAL
PREMIUM.
12.
MISCELLANEOUS.
12.1.
ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE EXHIBITS
ATTACHED HERETO, ALL OF WHICH ARE INCORPORATED BY REFERENCE, IS THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT