STEADFAST 1 -2005 - Laserfiche WebLink

Home Browse Search

adverse conditions affecting the Steadfast Property, (B) the negligence or willful misconduct of Steadfast, its agents, employees and contractors, or (C) City's discovery of any information potentially having a negative impact on the Steadfast Property (including, without limitation, any claims arising out of, resulting from, or incurred in connection with the discovery of any Hazardous Materials on or about the Steadfast Property, unless such Hazardous Materials arose from the entry and/or activities by City, its agents, employees and contractors). This provision shall app I y to 7. Steadfast Due Diligence. Steadfast shall have, at its own expense, the opportunity to complete the following due diligence review of the City Property: (a) Title Review. City, at its expense and within ten (10) Business Days after the date hereof shall cause to be delivered to Steadfast a current preliminary title report covering the City Land issued by Title Company, together with legible copies of all documents reflected as exceptions to title to the City Land (collectively, the "City Preliminary Report"). City, at its expense and within five (5) Business Days after the date of issuance of any supplemental title report showing additional exceptions to title shall cause to be delivered to Steadfast a copy thereof, together with legible copies of all documents reflected therein as new exceptions to title to the City Land (collectively, the "City Supplemental Report"). Not later than ten (10) Business Days after the later to occur of the Execution Date or the date of the delivery to delivery to Steadfast of the City Preliminary Report (or any City Supplemental Report, as applicable), Steadfast shall notify City in writing of any objections which Steadfast has to the exceptions to title reflected in the City Preliminary Report (or such City Supplemental Report, as applicable), and City shall have the right, but not the obligation, to elect to clear such disapproved exceptions prior to the Closing. In the event that Steadfast fails to provide such notice in a timely manner, Steadfast shall be deemed to have approved all exceptions in the City Preliminary Report except those pertaining to installments of real property taxes and assessments not delinquent as of the Closing. City shall make such election by delivering written notice of such election to Steadfast within five (5) Business Days after receipt of any such objection. City will be deemed not to have elected to clear a disapproved exception unless City provides a timely notice in accordance with the immediately preceding sentence. If City's written notice indicates that it elects to clear less than all ofthe such disapproved exceptions prior to the Closing, then Steadfast shall have the right to terminate this Agreement by providing written notice of such termination to Escrow Holder and City no later than five (5) Business days after Steadfast's receipt of City's written notice. Upon such notice of termination, this Agreement shall be terminated, Escrow shall be terminated, City and Steadfast shall each pay one-half (\I,) of any Escrow or Title Company termination fees, and neither Party shall have any further liability or obligation hereunder except for the Parties' indemnification obligations set forth herein, which shall survive the termination of this Agreement. If Steadfast fails to deliver to such notice of termination in a timely manner, then Steadfast shall be deemed to have approved all disapproved exceptions that City has elected not to clear. Except for (i) liens which City is obligated to remove pursuant to the last sentence of this paragraph, and (ii) those exceptions, if any, to which Steadfast has timely objected and City timely elected to clear, all exceptions to title shown in the City Preliminary Report (and any City Supplemental Report) shall be referred to as "City Permitted Exceptions." City shall in any event be required to discharge and remove any and all liens affecting the City Land which secure an obligation to pay money (other than installments of real property taxes and assessments not delinquent as of the Closing). 40836735. 16 8