ANY SUCH OBJECTION, OF ITS INTENTION TO CURE OR NOT TO
CURE ANY SUCH TITLE DEFECT.
IF SELLER ELECTS TO ATTEMPT TO CURE ANY TITLE
DEFECT, THE SCHEDULED CLOSING DATE MAY BE EXTENDED BY WRITTEN NOTICE FROM SELLER
TO PURCHASER AT ANY TIME ON OR PRIOR TO THE SCHEDULED CLOSING DATE, FOR A PERIOD
UP TO BUT NOT TO EXCEED SIXTY (60) DAYS IN THE AGGREGATE (BUT IN NO EVENT SHALL
SELLER HAVE THE RIGHT TO EXTEND THE SCHEDULED CLOSING DATE BEYOND THE OUTSIDE
CLOSING DATE), FOR THE PURPOSE OF SUCH REMOVAL.
IN THE EVENT THAT (I) SELLER
ELECTS NOT TO ATTEMPT TO CURE ANY SUCH TITLE DEFECT, OR (II) SELLER FAILS TO
CURE ANY SUCH TITLE DEFECT WITHIN THE PERIOD ELECTED BY SELLER BUT NOT TO EXCEED
SIXTY (60) DAYS IN THE AGGREGATE (BUT IN NO EVENT SHALL SELLER HAVE THE RIGHT TO
EXTEND THE SCHEDULED CLOSING DATE BEYOND THE OUTSIDE CLOSING DATE), SELLER SHALL
SO ADVISE PURCHASER AND PURCHASER SHALL HAVE THE RIGHT TO TERMINATE THIS
AGREEMENT AND RECEIVE A REFUND OF THE EARNEST MONEY DEPOSIT, OR TO WAIVE SUCH
TITLE DEFECT AND PROCEED TO THE CLOSING WITHOUT ANY REDUCTION OR ABATEMENT OF
THE PURCHASE PRICE.
PURCHASER SHALL MAKE SUCH ELECTION WITHIN TEN (10) DAYS OF
RECEIPT OF SELLER'S NOTICE.
IF PURCHASER ELECTS TO PROCEED TO THE CLOSING, ANY
TITLE DEFECTS WAIVED BY PURCHASER SHALL BE DEEMED PERMITTED EXCEPTIONS.
THIS
PROVISION IS SUBJECT IN ALL RESPECTS TO SELLER'S OBLIGATIONS, AND PURCHASER'S
RIGHTS, UNDER SECTION 6.2(E).
IN ANY SUCH EVENT OF TERMINATION, PURCHASER SHALL
PROMPTLY RETURN PURCHASER'S INFORMATION TO SELLER, AFTER WHICH
NEITHER PARTY
SHALL HAVE ANY FURTHER OBLIGATION TO THE OTHER UNDER THIS AGREEMENT EXCEPT FOR
THE TERMINATION SURVIVING OBLIGATIONS.
(B)
NOTWITHSTANDING THE FOREGOING, IN THE EVENT FURTHER UPDATES ARE
MADE TO THE TITLE REPORT OR SURVEY WHICH REVEAL NEW MATTERS WHICH ARE NOT
PERMITTED EXCEPTIONS AND ARE NOT SHOWN ON THE PREVIOUS VERSION OF THE TITLE
REPORT OR SURVEY, PURCHASER MAY GIVE SELLER NOTICE OF ANY SUCH NEW MATTERS
DISCLOSED BY SUCH UPDATE WHICH PURCHASER DEEMS UNACCEPTABLE.
PURCHASER MUST
OBJECT IN WRITING TO ANY SUCH NEW MATTERS, IF AT ALL, BEFORE 5:00 P.M. EASTERN
STANDARD TIME ON THE FIFTH (5TH) BUSINESS DAY AFTER RECEIPT OF ANY SUCH UPDATED
TITLE REPORT OR SURVEY FIRST DISCLOSING SAID NEW MATTERS.
IN THE EVENT
PURCHASER SO TIMELY NOTICES SELLER, SUCH ITEMS SHALL BE SUBJECT TO THE PROCESS
FOR TITLE DEFECTS SET FORTH ABOVE.
IF PURCHASER FAILS TO TIMELY DELIVER SUCH
NOTICE, ALL OF SUCH NEW MATTERS SHALL BE DEEMED PERMITTED EXCEPTIONS.
ARTICLE VII
INTERIM OPERATING COVENANTS AND POST-CLOSING MATTERS
SECTION 7.1
INTERIM OPERATING COVENANTS.
(A)
OPERATIONS. FROM THE EFFECTIVE DATE UNTIL CLOSING, SELLER SHALL,
AND SHALL CAUSE PROPERTY OWNER, TO CONTINUE TO OPERATE, MANAGE AND MAINTAIN THE
REAL PROPERTY, GROUND LEASE, SUBLEASE, IMPROVEMENTS AND OTHER PROPERTY IN THE
ORDINARY COURSE OF ITS BUSINESS AND SUBSTANTIALLY IN ACCORDANCE WITH ITS PRESENT
PRACTICE, SUBJECT TO ORDINARY WEAR AND TEAR AND
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DAMAGE CAUSED BY ANY SCHWAB PARTY AND FURTHER SUBJECT TO ARTICLE