DAYS AFTER THE
TITLE COMPANY SHALL NOTIFY PURCHASER'S COUNSEL OF SUCH UNPERMITTED EXCEPTION
(FAILURE TO SO NOTIFY SELLER SHALL BE DEEMED
2
TO BE A WAIVER BY PURCHASER OF ITS RIGHT TO RAISE SUCH UNPERMITTED EXCEPTION AS
AN OBJECTION TO TITLE OR AS A GROUND FOR PURCHASER'S REFUSAL TO CLOSE THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT).
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, SELLER, IN ITS SOLE DISCRETION, SHALL HAVE
THE RIGHT TO ADJOURN THE CLOSING FOR A PERIOD NOT TO EXCEED SIXTY (60) DAYS
(SUCH PERIOD OF TIME BEING HEREIN CALLED THE "EXTENSION PERIOD"), PROVIDED THAT
SELLER SHALL NOTIFY PURCHASER, IN WRITING, WITHIN TEN (10) DAYS AFTER RECEIPT BY
SELLER OF THE TITLE OBJECTION NOTICE, WHETHER OR NOT IT WILL ENDEAVOR TO
ELIMINATE SUCH UNPERMITTED EXCEPTIONS.
NOTWITHSTANDING THE FOREGOING OR
ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, SELLER SHALL NOT UNDER ANY
CIRCUMSTANCE BE REQUIRED OR OBLIGATED TO CAUSE THE CURE OR REMOVAL OF ANY
UNPERMITTED EXCEPTION INCLUDING, WITHOUT LIMITATION, TO BRING ANY ACTION OR
PROCEEDING, TO MAKE ANY PAYMENTS OR OTHERWISE TO INCUR ANY EXPENSE IN ORDER TO
ELIMINATE ANY UNPERMITTED EXCEPTION OR TO ARRANGE FOR TITLE INSURANCE INSURING
AGAINST ENFORCEMENT OF SUCH UNPERMITTED EXCEPTION AGAINST, OR COLLECTION OF THE
SAME OUT OF, THE PROPERTY, NOTWITHSTANDING THAT SELLER MAY HAVE ATTEMPTED TO DO
SO, OR MAY HAVE OBTAINED AN ADJOURNMENT OF THE SCHEDULED CLOSING DATE FOR SUCH
PURPOSE; PROVIDED, HOWEVER, SELLER SHALL, ON OR BEFORE CLOSING, SATISFY ANY
MORTGAGE OR DEED OF TRUST OR OTHER LIEN OR SECURITY INSTRUMENT (INCLUDING
OUSTANDING UCC STATEMENTS) PLACED ON THE PROPERTY BY SELLER OR ANY OTHER MATTER
VOLUNTARILY CREATED BY SELLER AFTER THE DATE HEREOF.
(C) IN THE EVENT THAT SELLER IS UNABLE, OR ELECTS NOT, TO ELIMINATE ALL
UNPERMITTED EXCEPTIONS IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 4.1.1,
AND TO CONVEY TITLE TO THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT ON OR BEFORE THE CLOSING DATE (WHETHER OR NOT THE CLOSING IS ADJOURNED
AS PROVIDED IN SECTION 4.1.1(B)), SELLER SHALL NOTIFY PURCHASER THAT IT ELECTS
NOT TO REMOVE THE SAME, IN WHICH EVENT PURCHASER SHALL HAVE THE RIGHT, AS ITS
SOLE REMEDY FOR SUCH ELECTION OF SELLER, BY DELIVERY OF WRITTEN NOTICE TO SELLER
WITHIN FIVE (5) BUSINESS DAYS FOLLOWING RECEIPT OF NOTICE FROM SELLER OF ITS
ELECTION NOT TO REMOVE SUCH UNPERMITTED EXCEPTIONS, TO EITHER (I) TERMINATE THIS
AGREEMENT BY WRITTEN NOTICE DELIVERED TO SELLER (IN WHICH EVENT ESCROWEE SHALL
RETURN THE DEPOSIT, TO PURCHASER TOGETHER WITH THE TERMINATION FEE REFERRED TO
IN SECTION 4.2.2 HEREOF, SUBJECT TO SATISFACTION OF THE CONDITIONS SET FORTH IN
SUCH SECTION, AND NO PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATIONS IN
CONNECTION HEREWITH EXCEPT UNDER THOSE PROVISIONS THAT EXPRESSLY SURVIVE THE
CLOSING OR A TERMINATION OF THIS AGREEMENT), OR (II) ACCEPT TITLE TO THE
PROPERTY SUBJECT TO SUCH UNPERMITTED EXCEPTION(S) WITHOUT AN ABATEMENT IN OR
CREDIT AGAINST THE PURCHASE PRICE.
THE FAILURE OF PURCHASER TO DELIVER TIMELY
ANY WRITTEN NOTICE OF ELECTION UNDER THIS SECTION