Resolution 2013-44 - Laserfiche WebLink

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4.1.3 If on or before the expiration of the Examination Period, Purchaser determines for any reason or for no reason not to proceed with the acquisition of the Property, Purchaser may elect by written notice to Seller given on or before expiration of the Examination Period to terminate this Agreement, and upon giving such notice this Agreement shall terminate, the Deposit shall be returned to Purchaser by the Title Company, and the parties shall be released of all further obligations under this Agreement, except for those obligations which expressly survive termination hereof, including reimbursement to Purchaser for work to complete the Scope of Work. If, however, Purchaser fails to give such notice, then the condition precedent set forth in Section 4.1 shall be deemed satisfied and this Agreement will continue in full force and effect. Upon termination of this Agreement, Purchaser will deliver to Seller all reports, studies, and similar documents (except for financial analysis prepared by Purchaser for the Property which are considered proprietary and shall not be provided to Seller by Purchaser) prepared for or by Purchaser concerning the Property and Seller may use such work product for any and all purposes if Seller has reimbursed Purchaser for such work product. Seller shall reimburse Purchaser for the cost of such reports, studies and similar documents that are necessary for Purchaser's work to complete the Scope of Work, but not for any such documents that are for Purchaser's own use in determining the suitability of the Property for Purchaser's intended use. (Thus, by way of illustration only, Seller will reimburse for hazardous materials studies and reports, drawings, and specifications needed to implement the Scope of Work, and for costs associated with the Plat and Landmark designation, but not any market or financial studies obtained by Purchaser or any Purchaser costs for preparation of the PUD, unless mutually agreed by the Parties). 4.2 Title Documents. Purchaser shall have thirty (30) calendar days after Purchaser's receipt of the Title Documents and Survey to object, in a writing delivered to Seller, to any matters shown on the Title Documents. Purchaser shall have thirty (30) calendar days after Purchaser's receipt of the ALTA survey(s) as contemplated in Section 2.1 above in which to object, in a writing delivered to Seller, to any matters shown on the Survey. Notwithstanding the foregoing, Purchaser hereby expressly accepts, and hereby expressly waives any objections to, all matters disclosed on and by that certain survey dated June 11, 2012 and prepared by Scott, Cox & Associates, Inc. and bearing Job No. 12298 ( "the 2012 Survey "), a copy of which 2012 Survey has been provided to Purchaser prior to its execution of this Agreement. All matters disclosed on and by the 2012 Survey are deemed "Permitted Exceptions" as of the Effective Date. If Seller is willing to cause the cure or removal of any of the matters to which Purchaser objects upon terms acceptable to Purchaser in Purchaser's sole and absolute discretion, which cure may, with Purchaser's consent, include insuring over such objectionable title matters, then Seller shall so notify Purchaser within ten (10) calendar days of Seller's receipt of Purchaser's notice. If Seller does not respond, or chooses not to cure or remedy all of Purchaser's objections, or if Seller is unable to remove any such matters, Purchaser may elect either: (a) to terminate this Agreement by delivery of written notice to Seller within ten (10) calendar days after Purchaser's receipt of Seller's notice and receive a full refund of the Deposit from the Title Company; or (b) waive or modify such objection and to complete the transaction as otherwise contemplated by this Agreement. If Seller elects to cure or remove any title or survey matters objected to by Page 7 of 24