Common use of CONDITION OF TITLE - TITLE INSURANCE Clause in Contracts

CONDITION OF TITLE - TITLE INSURANCE. (a) The conveyance of title to the Property to Buyer, or its nominees, successors or assigns, shall be by delivery at Closing to Buyer by Seller of: (i) Seller’s bargain and sale deed conveying title subject only to approved exceptions described below; (ii) an Assignment and Assumption of Leases; and (iii) a Xxxx of Sale of the Personal Property described in Section 10 below. (b) Seller shall furnish to Buyer an extended form policy of Title Insurance, such policy to be effective on the Closing Date. No later than five (5) business days after full execution of this agreement, Seller shall furnish Buyer with a preliminary commitment for Title Insurance from Chicago Title Insurance Company (herein called “Commitment”) on the Property, together with full copies of any exceptions set forth therein. Seller will deliver to Buyer as provided in Section 8 below the survey in its possession, Buyer shall be responsible for updating the survey (if required by the title company in connection with the policy of Title Insurance). The Buyer shall have until and through fifteen (15) days after receipt of this Commitment to object to any such exception and any exception to which Buyer does not so timely object to in writing shall be deemed a “Permitted Exception”. Seller agrees that it shall remove any mortgages, judgment liens and mechanics liens (except for any notices of liens associated with the Xxxxxxxxx Elevator Corporation elevator work) arising solely out of Seller’s activities. Buyer also acknowledges that there are ongoing conversations with the City of Seattle regarding a mid-block crossing of Fifth Avenue, and that the memorialization, if any, of such efforts would be included as a Permitted Exception. In the event Buyer notifies Seller within such period that Buyer disapproves one or more exceptions to title, Seller shall notify Buyer in writing within five (5) business days after Buyer’s notification as to whether Seller agrees to remove the exceptions so disapproved. Within five (5) business days thereafter, if Seller elects not to eliminate any disapproved exception (or if Seller fails to timely respond, such silence shall be deemed an election not to eliminate any disapproved exception), Buyer may elect to terminate this Agreement, in which case the Xxxxxxx Money Deposit shall promptly be returned to Buyer as provided hereunder, this Agreement shall be of no further force and effect and neither party shall have any rights or obligations hereunder except those that are expressly stated to survive termination of this Agreement. If Buyer does not elect to cancel this Agreement, Buyer’s objections to the disapproved exceptions which Seller elects not to eliminate shall be deemed waived and the Property shall be conveyed to the Buyer with such defects as Permitted Exceptions without credit against the Purchase Price. Seller shall have until Closing to eliminate any disapproved exceptions that Seller has agreed to remove from the Policy of Title Insurance to be issued in favor of the Buyer. (c) (i) Buyer shall have the right to object to any material matters affecting Seller’s fee simple title to the Real Property that are not Permitted Exceptions and that first arise in any update to the Commitment delivered after Buyer’s initial title objections (each, a “Title Update Defect” and, collectively, “Title Update Defects”). Such objections must be made by written notice from Buyer to Seller within five (5) business days after Buyer’s receipt of the Update disclosing the applicable material title matter (unless there is less than five (5) business days prior to the Closing Date, then Buyer must deliver notice of such objection prior to the Closing). Each such title matter set forth on an update to which Buyer shall not timely object shall constitute an additional Permitted Exception, and Buyer shall have no right to object thereto. Title Update Defects that are timely objected to by Buyer are herein collectively referred to as “Title Update Objections”.

CONDITION OF TITLE - TITLE INSURANCE. 7.1 Purchaser, if it so elects and at Purchaser's cost, may obtain from a title insurance company selected by Purchaser (athe "Title Company"), a preliminary title report or commitment (the "Title Commitment") The conveyance to issue a leasehold policy of title insurance (the "Title Policy"), agreeing to insure Purchaser's leasehold interest to each of the Properties in the amount of $1,000,000.00 in the aggregate (as allocated per Property to Buyerin accordance with Schedule 2.2), or its nominees, successors or assigns, shall be by delivery at Closing to Buyer by Seller of: (i) Seller’s bargain and sale deed conveying title subject only to approved exceptions described below; the Permitted Encumbrances. Within ten (ii10) an Assignment and Assumption days of Leases; and (iii) a Xxxx of Sale Purchaser's receipt of the Personal Property described in Section 10 below. Title Commitment and the documents of record reflected therein, Purchaser or its counsel shall give written notice (bthe "Objection Notice") to the attorneys for Seller shall furnish to Buyer an extended form policy of Title Insurance, such policy to be effective on the Closing Date. No later than five (5) business days after full execution of this agreement, Seller shall furnish Buyer with a preliminary commitment for Title Insurance from Chicago Title Insurance Company (herein called “Commitment”) on the Property, together with full copies of any exceptions set forth therein. to title which are not Permitted Encumbrances (the "Objections"). 7.2 If Seller will deliver gives Purchaser notice (the "Response Notice") that Seller is unable to Buyer cure the Objections and therefore unable to convey its leasehold interest to a Property as provided in Section 8 below the survey in its possession, Buyer shall be responsible for updating the survey (if required by the title company this Agreement, Purchaser may, in connection with the policy of Title Insurance). The Buyer shall have until and through addition to any other remedies available to Purchaser, elect, by written notice given to Seller within fifteen (15) days after the Response Notice is given, to terminate this Agreement or to elect to consummate the purchase of such Properties which are not encumbered by such title defects and to receive a credit for the Properties not purchased in the amount allocated for such Properties as set forth in Schedule 2.2. Seller shall give the Response Notice within ten (10) days of receipt of the Objection Notice. 7.3 The existence of liens or encumbrances other than the Permitted Encumbrances or those which are permitted by this Agreement shall be deemed to be Permitted Encumbrances if the Title Company will insure Purchaser's leasehold interest clear of the matter or will insure against the enforcement of such matter out of each of the Properties, on the condition that Purchaser's counsel shall agree to accept title with such insurance. 7.4 The Title Commitment and Title Policy shall be obtained at Purchaser's expense. 7.5 Notwithstanding anything to object the contrary contained herein, Seller shall cure all Title Defects (as defined below) at or prior to the Initial Closing, if the same can be cured by the payment of a sum of money not in excess of $100,000 in the aggregate for all of the Properties. "Title Defect" is defined as any lien or encumbrance recorded against any of the Leases or Properties which would render title to any such exception and any exception Lease or Assets related to which Buyer does not so timely object a Property to in writing be unmarketable by Purchaser. Purchase shall be deemed deliver notice of a “Permitted Exception”. Seller agrees that it shall remove any mortgages, judgment liens and mechanics liens (except for any notices of liens associated with the Xxxxxxxxx Elevator Corporation elevator work) arising solely out of Seller’s activities. Buyer also acknowledges that there are ongoing conversations with the City of Seattle regarding a mid-block crossing of Fifth Avenue, and that the memorializationTitle Defect, if any, as part of such efforts would be any Objections included in an Objection Notice as a Permitted Exceptioncontemplated under Section 7.1 hereof. In If Seller has not cured any and all Title Defects by the event Buyer notifies Seller within such period that Buyer disapproves one or more exceptions to titleInitial Closing Date, Seller shall notify Buyer in writing within five deposit (5or, at Seller's option, direct Purchaser to pay from the proceeds of the Initial Payment) business days after Buyer’s notification as with the Title Company an amount necessary to whether Seller agrees cure any Title Defects, up to remove $100,000, and provide the exceptions so disapproved. Within five (5) business days thereafter, if Seller elects not to eliminate any disapproved exception (Title Company with such affidavits or if Seller fails to timely respond, such silence shall be deemed an election not to eliminate any disapproved exception), Buyer may elect to terminate this Agreement, in which case the Xxxxxxx Money Deposit shall promptly be returned to Buyer as provided hereunder, this Agreement shall be of no further force and effect and neither party shall have any rights or obligations hereunder except those indemnities that are expressly stated requested by the Title Company to survive termination of this Agreement. If Buyer does not elect to cancel this Agreement, Buyer’s objections to cure the disapproved exceptions which Seller elects not to eliminate shall be deemed waived and the Property shall be conveyed to the Buyer with such defects as Permitted Exceptions without credit against the Purchase Price. Seller shall have until Closing to eliminate any disapproved exceptions that Seller has agreed to remove from the Policy of remaining Title Insurance to be issued in favor of the BuyerDefects. (c) (i) Buyer shall have the right to object to any material matters affecting Seller’s fee simple title to the Real Property that are not Permitted Exceptions and that first arise in any update to the Commitment delivered after Buyer’s initial title objections (each, a “Title Update Defect” and, collectively, “Title Update Defects”). Such objections must be made by written notice from Buyer to Seller within five (5) business days after Buyer’s receipt of the Update disclosing the applicable material title matter (unless there is less than five (5) business days prior to the Closing Date, then Buyer must deliver notice of such objection prior to the Closing). Each such title matter set forth on an update to which Buyer shall not timely object shall constitute an additional Permitted Exception, and Buyer shall have no right to object thereto. Title Update Defects that are timely objected to by Buyer are herein collectively referred to as “Title Update Objections”.

CONDITION OF TITLE - TITLE INSURANCE. Within the time period set forth in Section 2.4, below, Seller shall, at Seller's cost and expense, obtain from First American Title Company (a"TITLE COMPANY") The conveyance of title to the Property to Buyer, or its nominees, successors or assigns, shall be by delivery at Closing and deliver to Buyer by Seller of: (i) Seller’s bargain and sale deed conveying a current preliminary title subject only to approved exceptions described below; (ii) report for an Assignment and Assumption of Leases; and (iii) a Xxxx of Sale of ALTA extended coverage title insurance policy for the Personal Property described in Section 10 below. (b) Seller shall furnish to Buyer an extended form policy of Title Insurance, such policy to be effective on the Closing Date. No later than five (5) business days after full execution of this agreement, Seller shall furnish Buyer with a preliminary commitment for Title Insurance from Chicago Title Insurance Company (herein called “Commitment”) on the Real Property, together with full legible copies of all documents reflected as exceptions to title to the Real Property (collectively, the "PRELIMINARY TITLE REPORT"). Buyer shall, on or before the Due Diligence Expiration Date, notify Seller and Escrow in writing of any objections which Buyer has to the EXCEPTIONS to title, if any. "EXCEPTIONS" shall mean any exceptions set forth thereinin the Preliminary Title Report other than (a) real estate taxes not yet due and payable, (b) financing documents to which Seller is a party which shall be removed at the Closing, and (c) any Exception arising from the action, inaction or status of Buyer. If written notice of objection is not timely given by Buyer to Seller will deliver pursuant to Buyer as provided in this Section 8 below the survey in its possession2.2, then Buyer shall be responsible for updating deemed to have objected to all Exceptions. Seller shall have the survey right, but not the obligation, to clear all disapproved Exceptions within ten (10) days after Seller's receipt of Buyer's written objections thereto or, in the alternative, agree in writing within such ten (10) day period that such Exceptions shall be cleared prior to or at the Closing. Seller shall deliver at the Closing discharges, releases and/or terminations of any financing documents to which Seller is a party and which are of record and the same shall not be deemed PERMITTED EXCEPTIONS, as such term is defined below. Seller shall not voluntarily place any lien, encumbrance or other recorded document placed on record after the Effective Date (hereinafter, the "POST-EFFECTIVE DATE LIEN(S)") that materially and adversely affect the Real Property or the interest to be acquired by Buyer prior to the Closing, and if required by any involuntary Post-Effective Date Liens are placed on the title company Real Property, Seller shall forthwith notify Buyer and Seller shall use commercially reasonable efforts to cause all said Post-Effective Date Liens to be extinguished prior to Closing, and if Seller is unable to do so, Buyer may terminate this Agreement. Notwithstanding the foregoing, if, at any time prior to the Closing, Seller discovers that an involuntary or non-consensual lien in connection with excess of Fifty Thousand Dollars ($50,000.00) has been placed against the policy of Title Insurance). The Property, which lien Seller is unwilling to remove, Seller shall so notify Buyer in writing, and Buyer shall have until the option, as its sole and through fifteen exclusive remedies to either (15a) days after receipt terminate this Agreement, or (b) waive its objections to the lien(s) in question. The failure by Buyer to give notice of its termination of this Commitment to object to any such exception and any exception to which Buyer does not so timely object to in writing shall be deemed a “Permitted Exception”. Seller agrees that it shall remove any mortgages, judgment liens and mechanics liens (except for any notices of liens associated with the Xxxxxxxxx Elevator Corporation elevator work) arising solely out of Seller’s activities. Buyer also acknowledges that there are ongoing conversations with the City of Seattle regarding a mid-block crossing of Fifth Avenue, and that the memorialization, if any, of such efforts would be included as a Permitted Exception. In the event Buyer notifies Seller within such period that Buyer disapproves one or more exceptions to title, Seller shall notify Buyer in writing Agreement within five (5) business days after Buyer’s notification as to whether Seller agrees to remove the exceptions so disapproved. Within five (5) business days thereafter, if Seller elects not to eliminate any disapproved exception (or if Seller fails to timely respond, receipt of such silence Seller's notice shall be deemed an to be Buyer's election not to eliminate any disapproved exception), terminate this Agreement. If Buyer may elect elects to terminate this Agreement, the provisions of Section 2.6 shall apply. At the Closing, the Title Company shall issue an ALTA extended coverage policy of title insurance in an amount equal to the Purchase Price (the "OWNER'S POLICY"). Those Exceptions to title set forth in the Preliminary Title Report to which case the Xxxxxxx Money Deposit shall promptly be returned to Buyer as provided hereunder, this Agreement has not objected (or for which Buyer has waived its objection) shall be referred to as the "PERMITTED EXCEPTIONS". Notwithstanding anything to the contrary herein, the lien and encumbrance restrictions on Seller set forth in this Section shall be lifted and of no further force and or effect and neither party shall have any rights or obligations hereunder except those that are expressly stated to survive termination of this Agreement. If Buyer does if the Closing has not elect to cancel this Agreement, Buyer’s objections to the disapproved exceptions which Seller elects not to eliminate shall be deemed waived and the Property shall be conveyed to the Buyer with such defects as Permitted Exceptions without credit against the Purchase Price. Seller shall have until Closing to eliminate any disapproved exceptions that Seller has agreed to remove from the Policy of Title Insurance to be issued in favor of the Buyer. (c) (i) Buyer shall have the right to object to any material matters affecting Seller’s fee simple title to the Real Property that are not Permitted Exceptions and that first arise in any update to the Commitment delivered after Buyer’s initial title objections (each, a “Title Update Defect” and, collectively, “Title Update Defects”). Such objections must be made by written notice from Buyer to Seller within five (5) business days after Buyer’s receipt of the Update disclosing the applicable material title matter (unless there is less than five (5) business days occurred prior to the Closing date that is ninety (90) days after the Effective Date, then Buyer must deliver notice of such objection prior to the Closing). Each such title matter set forth on an update to which Buyer shall not timely object shall constitute an additional Permitted Exception, and Buyer shall have no right to object thereto. Title Update Defects that are timely objected to by Buyer are herein collectively referred to as “Title Update Objections”.

CONDITION OF TITLE - TITLE INSURANCE. (a) The conveyance 7.01 Seller agrees to make, promptly after the receipt of title to the Property to Buyer, or its nominees, successors or assigns, shall be by delivery at Closing to Buyer by Seller of: (i) Seller’s bargain and sale deed conveying title subject only to approved exceptions described below; (ii) an Assignment and Assumption Purchaser's Notice of Leases; and (iii) a Xxxx of Sale Election in exercise of the Personal Property described in Section 10 below. (b) Seller shall furnish to Buyer an extended form policy of Title Insuranceoption granted and conveyed hereunder, such application for a title insurance fee owner's policy to be effective on the Closing Date. No later than five (5) business days after full execution of this agreementissued to Purchaser, Seller shall furnish Buyer with a preliminary commitment for Title Insurance from Chicago Title Insurance Company (herein called “Commitment”) on the Property, together with full copies of any exceptions set forth therein. Seller will deliver to Buyer as provided in Section 8 below the survey in its possession, Buyer shall be responsible for updating the survey (if required by the title company and in connection with the policy issuance of such title policy, to cause title to the EXHIBIT A TRACT to be searched and examined by CHICAGO TITLE INS. CO. (hereinafter the "Title Insurance)Insurance Company") and to deliver to the Purchaser, copies of the title insurance Company's report, and the tax search. The Buyer title insurance policy to be issued at Closing shall carry only the standard exceptions and exceptions regarding Permitted Encumbrances. The title insurance policy, however, will have until all standard provisions regarding insuring the boundary lines deleted and through fifteen (15) days after receipt will issue such in accordance with the survey. 7.02 On the Closing Date Seller will convey to Purchaser good and marketable title to the EXHIBIT A TRACT, free and clear of this Commitment to object to any such exception and any exception to all encumbrances, covenants, conditions and restrictions other than the Permitted Encumbrances, which Buyer does shall not so timely object to in writing shall be deemed a “Permitted Exception”to be title defects. Seller agrees that it not, either voluntarily or by agreement, to consent, prior to the Option Expiration Date, to the imposition of a matter constituting an encumbrance on the title to the property. If Seller shall remove any mortgages, judgment liens and mechanics liens (except for any notices of liens associated be unable to convey title in accordance with the Xxxxxxxxx Elevator Corporation elevator work) arising solely out terms of Seller’s activitiesthis Agreement, Purchaser shall have the option to accept title subject to such objections. 7.03 Seller shall pay the costs of examination of title and of an owner's policy of title insurance to be issued insuring the Purchaser's title to the EXHIBIT A TRACT to the amount of the Purchase Price, and shall pay as well as all other title charges, notary fees, and any and all other costs or expenses incident to recordation of documents required in order to transfer title. Buyer also acknowledges Purchaser shall pay for the costs of the survey and any inspections required by Purchaser. Each party shall pay its own attorneys' fees in connection herewith. 7.04 Seller and Purchaser agree that there are ongoing conversations any and all 1998 or 1999 municipal, County, State or other accrued but unpaid property taxes, transfer taxes and filing fees on the deed to be executed, delivered and recorded pursuant hereto to the extent same may be required to be paid in connection with the City closing of Seattle regarding a midtitle hereunder, shall be pro-block crossing of Fifth Avenuerated and paid on the Closing Date by Seller, Purchaser and that the memorializationPurchaser's assigns, if any, based on the date of such efforts would be included as a Permitted Exception. In the event Buyer notifies Seller within such period that Buyer disapproves one or more exceptions to title, Seller shall notify Buyer in writing within five (5) business days after Buyer’s notification as to whether Seller agrees to remove the exceptions so disapproved. Within five (5) business days thereafter, if Seller elects not to eliminate any disapproved exception (or if Seller fails to timely respond, such silence shall be deemed an election not to eliminate any disapproved exception), Buyer may elect to terminate this Agreement, in which case the Xxxxxxx Money Deposit shall promptly be returned to Buyer as provided hereunder, this Agreement shall be of no further force and effect and neither party shall have any rights or obligations hereunder except those that are expressly stated to survive termination of this Agreement. If Buyer does not elect to cancel this Agreement, Buyer’s objections to the disapproved exceptions which Seller elects not to eliminate shall be deemed waived and the Property shall be conveyed to the Buyer with such defects as Permitted Exceptions without credit against the Purchase Price. Seller shall have until Closing to eliminate any disapproved exceptions that Seller has agreed to remove from the Policy of Title Insurance to be issued in favor of the Buyersale. (c) (i) Buyer shall have the right to object to any material matters affecting Seller’s fee simple title to the Real Property that are not Permitted Exceptions and that first arise in any update to the Commitment delivered after Buyer’s initial title objections (each, a “Title Update Defect” and, collectively, “Title Update Defects”). Such objections must be made by written notice from Buyer to Seller within five (5) business days after Buyer’s receipt of the Update disclosing the applicable material title matter (unless there is less than five (5) business days prior to the Closing Date, then Buyer must deliver notice of such objection prior to the Closing). Each such title matter set forth on an update to which Buyer shall not timely object shall constitute an additional Permitted Exception, and Buyer shall have no right to object thereto. Title Update Defects that are timely objected to by Buyer are herein collectively referred to as “Title Update Objections”.

CONDITION OF TITLE - TITLE INSURANCE. 5.1 Seller shall promptly obtain from Commonwealth Land Title Insurance Company, 5949 Sherry Lane, Ste. 111, Dallas, Texas 75225 Attn: James Lazxx (a000-000-0000) The conveyance (the "Title Company") a preliminary tixxx xxxxxx or commitment prepared by Commonwealth Land Title Insurance Company or Lawyers Title Insurance Corporation (the "Title Commitment") to issue an Owner's Policy of Title Insurance (the "Title Policy") insuring Purchaser's title to the Property to Buyerbe good and indefeasible in the amount of the Purchase Price, or its nominees, successors or assigns, shall be by delivery at Closing to Buyer by Seller of: (i) Seller’s bargain and sale deed conveying title subject only to approved exceptions described below; (ii) an Assignment the Permitted Encumbrances and Assumption of Leases; other liens and (iii) a Xxxx of Sale encumbrances not constituting objections to title in accordance herewith. A copy of the Personal Property described Title Commitment, Seller's existing survey, and the documents of record reflected in Section 10 below. (b) Seller shall furnish to Buyer an extended form policy of the Title Insurance, such policy to be effective on the Closing Date. No later than five (5) business days after full execution of this agreement, Seller shall furnish Buyer with a preliminary commitment for Title Insurance from Chicago Title Insurance Company (herein called “Commitment”) on the Property, together with full copies of any exceptions set forth therein. Seller will deliver to Buyer as provided in Section 8 below the survey in its possession, Buyer Commitment shall be responsible furnished to the attorneys for updating the survey (if required by the title company in connection with the policy of Title Insurance). The Buyer shall have until and through fifteen (15) days after receipt of this Commitment to object to any such exception and any exception to which Buyer does not so timely object to in writing shall be deemed a “Permitted Exception”. Seller agrees that it shall remove any mortgages, judgment liens and mechanics liens (except for any notices of liens associated with the Xxxxxxxxx Elevator Corporation elevator work) arising solely out of Seller’s activities. Buyer also acknowledges that there are ongoing conversations with the City of Seattle regarding a mid-block crossing of Fifth Avenue, and that the memorialization, if any, of such efforts would be included as a Permitted Exception. In the event Buyer notifies Seller within such period that Buyer disapproves one or more exceptions to title, Seller shall notify Buyer in writing within five (5) business days after Buyer’s notification as to whether Seller agrees to remove the exceptions so disapprovedPurchaser. Within five (5) business days thereafterafter Purchaser's attorney receives the Title Commitment, if Purchaser shall give written notice (the "Objection Notice") to the attorneys for Seller elects of any conditions of title which Purchaser is not obligated to eliminate any disapproved exception take the Property subject to pursuant to the provisions of this Agreement (or if the "Objections") separately specifying and setting forth each of such Objections. Seller fails shall be entitled to timely respondreasonable adjournments of the Closing Date to cure the Objections. If Purchaser gives Seller an Objection Notice within the five (5) business day period set forth above, then all matters disclosed on the Title Commitment which are not objected to in such silence Objection Notice shall be deemed to be Permitted Encumbrances. If Purchaser fails to give Seller an election not to eliminate any disapproved exception)Objection Notice within the five (5) business day period set forth above, Buyer may elect to terminate this Agreement, in which case then all matters disclosed on the Xxxxxxx Money Deposit shall promptly be returned to Buyer as provided hereunder, this Agreement Title Commitment shall be of no further force and effect and neither party deemed to be Permitted Encumbrances. 5.2 Seller shall have not be required, however, to expend any rights money or obligations hereunder except those that are expressly stated bring any action or proceeding or do any other thing in order to survive termination of deliver the Project or title to the Property as required by this Agreement. If Buyer does not elect Seller gives Purchaser notice (the "Response Notice") that Seller is unable to cancel convey the Project or title to the Property as required by this Agreement, Buyer’s objections to the disapproved exceptions which Seller elects not to eliminate shall be deemed waived and the Property shall be conveyed to the Buyer with such defects Purchaser may, as Permitted Exceptions without credit against the Purchase Price. Seller shall have until Closing to eliminate any disapproved exceptions that Seller has agreed to remove from the Policy of Title Insurance to be issued in favor of the Buyer. (c) (i) Buyer shall have the right to object to any material matters affecting Seller’s fee simple title to the Real Property that are not Permitted Exceptions and that first arise in any update to the Commitment delivered after Buyer’s initial title objections (eachits exclusive remedy, a “Title Update Defect” and, collectively, “Title Update Defects”). Such objections must be made elect by written notice from Buyer given to Seller within five (5) business days after Buyer’s receipt the Response Notice is given, either (a) to accept such title as Seller is able to convey without any reduction or abatement of the Update disclosing Purchase Price, or (b) to terminate this Agreement in which event the applicable material title matter (unless there is less than Deposit shall be returned to Purchaser. If Purchaser fails to give notice of its election to terminate this Agreement within such five (5) business days day period, Purchaser shall be deemed to have waived said objections and to have elected to proceed to close the transactions contemplated by this Agreement. 5.3 Unpaid liens for real estate and personal property taxes for years prior to the fiscal year in which the Closing DateDate occurs and any other matter which Seller is obligated to pay and discharge at the Closing shall not be deemed objections to title, then Buyer must deliver notice but the amount thereof chargeable to Seller, plus interest and penalties thereon, if any, shall be deducted from the Cash Portion of the Purchase Price on the Closing Date and paid to the Title Company for the payment of such objection prior matters. 5.4 Purchaser shall pay all costs related to the assumption of the First Mortgage, including all costs imposed by the Lender, the cost of any survey update, the cost of survey deletion and any endorsements to the Title Policy, one half of the Title Company escrow fees and all recording costs and expenses in connection with the Closing). Each such title matter set forth Seller shall pay the documentary transfer tax on an update to which Buyer shall not timely object shall constitute an additional Permitted Exceptionrecording the deed, if any, the base premium of the Title Policy, and Buyer shall have no right to object thereto. one half of the Title Update Defects that are timely objected to by Buyer are herein collectively referred to as “Title Update Objections”Company escrow fees.

CONDITION OF TITLE - TITLE INSURANCE. A. At the Closing, Seller shall convey to Purchaser insurable (aat regular rates) fee simple title to the Property, and shall execute and deliver to Purchaser a bargain and sale deed with covenant against grantor's acts, in recordable form, subject only to the following exceptions ("Permitted Exceptions"): i. Laws, regulations or ordinances of federal, state, county or local entities or agencies having jurisdiction over the Property; ii. The conveyance state of facts shown on an accurate, current survey of the Property (the "Survey"); iii. The lien of real estate taxes, water charges and sewer charges not yet due and payable; and iv. Easements, restrictions, covenants and other agreements of record pertaining to the Property so long as the foregoing do not unreasonably interfere with the use of the Property as at present and subject to the due diligence provision of Paragraph 4 of this Agreement. B. For purposes of this Section 7 of this Agreement insurable title shall mean that on the Closing Date fee title to the Property to Buyer, or its nominees, successors or assigns, is vested in Seller and shall be insured as such by delivery Purchaser's title insurer at Closing standard rates, without any exceptions except for the Permitted Exceptions and standard title insurance policy exclusions from coverage, under Escrow Agent's most current ALTA Owner's Policy ("Title Policy"). C. Purchaser shall obtain a title commitment (the "Title Commitment") and Survey with respect to Buyer by Seller of: the Property and shall notify Seller, within thirty (i30) Seller’s bargain calendar days from the Effective Date (the "Title Contingency Period"), whether the Title Commitment and sale deed conveying Survey reveal any title subject only to approved defects that do not constitute Permitted Exceptions (the "Title Objections"). Any title exceptions described below; (ii) an Assignment and Assumption of Leases; and (iii) a Xxxx of Sale or encumbrances existing on the expiration of the Personal Property described Title Contingency Period which Purchaser has not included in Section 10 below. (b) Seller shall furnish to Buyer an extended form policy a timely notice of Title Insurance, such policy to be effective on the Closing Date. No later than five (5) business days after full execution of this agreement, Seller shall furnish Buyer with a preliminary commitment for Title Insurance from Chicago Title Insurance Company (herein called “Commitment”) on the Property, together with full copies of any exceptions set forth therein. Seller will deliver to Buyer as provided in Section 8 below the survey in its possession, Buyer shall be responsible for updating the survey (if required by the title company in connection with the policy of Title Insurance). The Buyer shall have until and through fifteen (15) days after receipt of this Commitment to object to any such exception and any exception to which Buyer does not so timely object to in writing Objections shall be deemed a “to be Permitted Exception”Exceptions. Seller agrees that it shall remove any mortgages, judgment liens and mechanics liens (except for any notices of liens associated with the Xxxxxxxxx Elevator Corporation elevator work) arising solely out of Seller’s activities. Buyer also acknowledges that there are ongoing conversations with the City of Seattle regarding a mid-block crossing of Fifth Avenue, and that the memorialization, if any, of such efforts would be included as a Permitted Exception. In the event Buyer notifies Seller within such period that Buyer disapproves one or more exceptions to title, Seller shall notify Buyer in writing Purchaser within five (5) business days after Buyer’s notification receipt of Purchaser's notice whether Seller will attempt to remedy the Title Objections. Should Seller choose to remedy such Title Objections, Seller shall have sixty (60) calendar days from its receipt of Purchaser's written notice of Title Objections, other than for Monetary Liens as provided for in Section 7(E) below, to remove such Title Objections, which cure may be by means of affirmative insurance or endorsement from Title Insurer insuring over and providing that any liens, encumbrances, covenants, easements or other matters that are not Permitted Exceptions shall not be collected out of, or enforced against, the Property. D. Should title exceptions arise following Purchaser's receipt of the Title Commitment which are not Permitted Exceptions, Purchaser shall promptly notify Seller in writing as to whether the same and Seller agrees shall be responsible to redress same pursuant to the standards above set forth, such curing of any title impediments to take place within thirty (30) calendar days following written notice from Purchaser that Seller is to correct any such defects. E. If at the Closing there are liens, encumbrances or other clouds on title against the Property other than the Permitted Exceptions (such as mortgage liens, mechanics' liens, judgment liens and similar monetary liens) which are capable of being satisfied by the payment of money ("Monetary Liens"), Seller shall use a portion or portions of the Purchase Price to satisfy such Monetary Liens, and Seller shall simultaneously either (i) deliver to Purchaser instruments in recordable form sufficient to satisfy such Monetary Liens, together with the cost of recording or filing said instruments; or (ii) provide Purchaser's title insurer with a written statement from any mortgage or other lien holder as to the amount due to satisfy such encumbrance in full and direct payment in full satisfaction of same from the proceeds of closing (and such additional funds if required) to each such payee: or (iii) deposit with Purchaser's title insurer sufficient monies acceptable to the title insurer to insure obtaining and recording of such satisfactions and the issuance of title insurance to Purchaser free of any such Monetary Liens. The existence of any such Monetary Liens shall not be deemed objections or exceptions to title if Seller shall comply with the foregoing requirements. F. In the event that Purchaser timely provides notice of Title Objections pursuant to Section 7(C) or Section 7(D) of this Agreement, as applicable, and Seller is unable to clear or remove the exceptions so disapproved. Within five Title Objections in accordance with and in the time permitted under Section 7(C) or Section 7(D) of this Agreement, as applicable, Purchaser shall have, as its sole remedy, the right to either (5i) business days thereafter, if Seller elects not accept title subject to eliminate any disapproved exception such Title Objections (or if Seller fails to timely respond, such silence which shall thereafter be deemed an election not to eliminate any disapproved exceptionbe Pem1itted Exceptions), Buyer may elect to without abatement or adjustment of the Purchase Price or (ii) terminate this Agreement, in which case the Xxxxxxx Money Deposit shall promptly be returned to Buyer as provided hereunder, . Upon termination of this Agreement by Purchaser in accordance with this Section 7(F), the Escrow Agent shall be of no further force deliver the Escrow Fund to Purchaser and effect and thereafter neither party shall have any further rights or obligations hereunder liabilities under this Agreement, except for those that are rights and liabilities which expressly stated to survive termination of this Agreement. If Buyer does not elect Notwithstanding anything to cancel the contrary in this Agreement, Buyer’s objections in no event shall Seller have any obligation to the disapproved exceptions which Seller elects not commence legal proceedings or to eliminate shall be deemed waived and the Property shall be conveyed expend money (other than to the Buyer with such defects as Permitted Exceptions without credit against the Purchase Price. Seller shall have until Closing satisfy Monetary Liens) in order to eliminate clear or remove any disapproved exceptions that Seller has agreed to remove from the Policy of Title Insurance to be issued in favor of the BuyerObjection. (c) (i) Buyer shall have the right to object to any material matters affecting Seller’s fee simple title to the Real Property that are not Permitted Exceptions and that first arise in any update to the Commitment delivered after Buyer’s initial title objections (each, G. If Purchaser provides Seller with a “Title Update Defect” and, collectively, “Title Update Defects”). Such objections must be made Survey prepared by written notice from Buyer a New Jersey licensed surveyor certified to Seller within five (5) business days after Buyer’s receipt of the Update disclosing the applicable material title matter (unless there is less than five (5) business days prior to the Closing Date, then Buyer must deliver notice of such objection and Seller's counsel prior to the Closing). Each such title matter set forth on an update , Seller shall include in Seller's deed a description of the Property which accords with the Survey, provided that (i) the Survey is certified to which Buyer shall not timely object shall constitute an additional Permitted ExceptionSeller, (ii) the Survey accurately describes the Property, and Buyer (iii) Seller shall have state in its affidavit of title that the description used in the deed is in accordance with the Survey and that Seller makes no right representation as to object theretoits accuracy or completeness. Title Update Defects that are timely objected Purchaser, for its successors and assigns, hereby releases Seller from any liability related to by Buyer are herein collectively referred to as “Title Update Objections”errors in such survey description, which release shall survive Closing.