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will have the right to object to such new defects in the manner described above, except <br />Purchaser will send Purchaser's Notice of Objections to Seller within 3 business days after <br />discovery of the new title defects, and Seller will have 3 business days to provide Seller's <br />Response. Purchaser will then have 3 business days to either (i) take the title as it then is with <br />the right to deduct from the purchase price liens or encumbrances of a definite or ascertainable <br />amount by giving notice of such election to Seller and tendering performance on Purchaser's <br />part or (ii) terminate this Contract by written notice delivered to Seller at which time Purchaser <br />will immediately be entitled to a refund of the earnest money. <br />6. Conditions Precedent: <br />A. Contingency Period: If Purchaser is unable to satisfy the contingencies and/or <br />conditions precedent of this Contract within 170 days after the opening of the escrow <br />("Contingency Period"), or if the soil tests, Phase I ESA (hereafter defined) or Phase II ESA, if <br />applicable, title, survey, permits, or any other matters do not meet with Purchaser's approval or <br />if they disclose matters that make the Premises unsuitable for the purposes stated in this <br />Contract, Purchaser or Seller may, at any time after the expiration of the Contingency Period, <br />terminate this Contract, the money and documents deposited in escrow will be returned to the <br />party depositing them and this Contract will terminate and be of no further force and effect. <br />If Seller elects to terminate this Contract after the expiration of the Contingency <br />Period, Purchaser will have 10 days after receiving Seller's termination notice to waive, in <br />writing, the contingencies and/or conditions precedent and agree to close this Contract. If <br />Purchaser waives the contingencies and/or conditions precedent, the closing must then take <br />place within 14 days from the date of such waiver. If Purchaser does not waive the <br />contingencies and/or conditions precedent, this Contract will terminate and be of no further force <br />or effect 10 days after Purchaser's receipt of Seller's notice. <br />Purchaser and Seller covenant to act in good faith and use due diligence to satisfy all <br />contingencies and/or conditions for which they are responsible, and neither party will have the <br />right to terminate this Contract unless they have so performed. <br />This Contract is subject to the following contingencies and/or conditions precedent: <br />1. Permits: Purchaser obtaining, after expiration of all applicable appeal periods, <br />all permits, variances, special use permits, licenses, permissions, approvals or other <br />authorizations (collectively called "Permits") necessary for the construction and operation of a <br />McDonald's restaurant, including Purchaser's signs and special service windows, and playland <br />or PlayPlace and Purchaser's ability to operate 24 hours a day / 7 days a week (all at <br />Purchaser's option), built according to Purchaser's plans and specifications, including, without <br />limitation, curb cuts in connection with the facility deemed necessary or desirable by Purchaser. <br />Seller agrees to execute any necessary documents, make appearances and do other things as <br />Purchaser may reasonably request, at no cost or liability to Seller. <br />2. Zoning: Seller will, if necessary, use best efforts to obtain, or, where <br />appropriate, assist Purchaser in obtaining the approval of all public and governmental <br />authorities as to all matters relating to zoning, subdivision, lot splits, lot ties, replats or similar <br />requirements for use of the Premises as a McDonald's restaurant in accordance with <br />Document #: 1118064-v8 <br />-3- <br />