will be entitled to either: (a) waive the same in writing; or (b) terminate this Agreement. On such
termination the Buyer and Seller will be released from further performance hereunder.
A. Title Examination/Survey.
1. If Buyer desires an examination of title or survey of the Premises, it
shall pay the cost thereof.
2. The Buyer shall report to the Seller the results of any such survey or
examination of title within thirty (30) days of the acceptance of this Agreement by the Seller and in
such report (the “Title Report”) identify any survey issues, defects in title, encumbrances or other
matters which would render title unmarketable (collectively the “Objections”) and (ii) any mortgages,
liens or other financial encumbrances (“Financial Encumbrances”). In the Title Report, the Buyer
shall also identify those matters of title to which the Buyer has no objection (the “Permitted
Encumbrances”). If the Buyer does not provide a Title Report within the time period set forth above,
this contingency shall be deemed waived by the Buyer.
3. The Seller, at its election, may attempt to remove or correct the
Objections in or within thirty (30) days of receipt of the Title Report. With respect to the Financial
Encumbrances, they shall be paid in full from the funds due Seller at the closing.
4, During the pendency of this Agreement, the Seller shall not (i) enter
into any tenancy agreement, lease, occupancy agreement or other agreement concerning the
possession or use of the Premises with any third parties; (ii) grant any easements, establish any
covenants, nor suffer, permit or grant any encumbrances (including mortgages, liens or attachments);
or (iii) grant, transfer, assign, convey, pledge, mortgage or otherwise hypothecate any interest in the
Premises, or suffer the same to occur. In the event that an involuntary attachment is placed against
the Premises, then the Seller shall have up to thirty (30) days to cause a release or discharge of such
attachment to be duly issued or ordered and recorded.
5. In the event the Seller is unable or unwilling to remove the Objections
within the thirty (30) day period specified in subparagraph (c) above, then, at the Buyer’s election, (i)
this Agreement shall terminate and neither party having any further obligations to or rights against
the other under this Agreement; or (ii) the Buyer may elect to complete the Closing and accept such
title to the Premises as the Seller may convey, with a reasonable diminution in the Purchase Price. In
the event that an encumbrance or a matter akin to an Objection against the Premises after the effective
date of the Title Report and before the Closing, then the Seller shall undertake to remove such
encumbrance or matter prior to the Closing to enable the SELLER to convey the Premises as
contemplated in Section 3 above.
6. Notwithstanding the aforestated, The Option, the PSNH easement, and
the Radio Tower Lease are and shall be deemed Permitted Exceptions.
B. Due Diligence. Buyer shall have forty-five (45) days from the execution of
this Agreement (the “Due Diligence Period”) to undertake at its sole cost and expense, at its sole
option, any of the following: (i) an Environmental Phase I Report; (ii) an Environmental Phase II
Report (if deemed prudent as a result of the Environmental Phase J); (iii) cost estimates to address
any environmental issues; (iv) test pits and borings; (v) wetlands studies; (vi) Zoning/Planning review
with the City of Nashua; and (vii) investigation into any other issues relevant to Buyer’s decision to
the purchase of the Premises.
