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 forty-five (45) 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”), Ifthe 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 (0) 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 Gi) the Buyer may elect to complete the
Closing and accept such title to the Premises as the Seller may convey, without any 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.
B. Due Diligence. Buyer shall have sixty (60) days from the execution of this
Agreement (the “Due Diligence Period”) to undertake at its sole cost and expense the following: (i)
an Environmental Phase I Report; (ii) an Environmental Phase 1] Report (if deemed prudent as a
result of the Environmental Phase 1); (i1i) 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.
If Buyer shall discover or determine prior to the expiration of the Due Diligence Period
that it is not satisfied in any way with the status of the Premises or the results of any of its due
diligence or inspections, Buyer shall have right to terminate this Agreement and have the Deposit
refunded forthwith, and all the parties shall thereafter be released from any further obligations
hereunder.
