Common use of Conveyance of Title to Real Property Clause in Contracts

Conveyance of Title to Real Property. (a) Seller shall convey title to the Real Property to Purchaser by limited or "special" warranty deed in a form customarily used in the locality in which the Real Property is located, subject, however, to Permitted Encumbrances. Each such deed shall be executed in accordance with the requirements of the laws of the state in which such Real Property is located and shall be in such form as will permit the deed to be recorded. Seller shall transfer and assign to Purchaser its rights under the Real Property Leases (and its rights in and to all deposits thereunder and all buildings, other structures, and improvements permitted to be retained or removed by the lessee thereunder) by transfer and assignment in form reasonably acceptable to Purchaser and its counsel. Regardless of whether Purchaser objects to the same as provided hereinbelow, the Real Property and the Leased Real Property shall not be subject to (i) any mortgage, deed of trust, security deed, security agreement, judgment, lien or claim of lien, or any other title exception or defect created, caused, suffered or incurred by Seller that is monetary in nature, Seller hereby agreeing to pay and satisfy of record any such monetary title defects or encumbrances prior to or at Closing at Seller's expense, or (ii) any leases, rental agreements or other rights of occupancy of any kind (other than the Real Property Leases), whether oral or written, except as disclosed to and accepted by Purchaser as provided elsewhere herein. (b) Prior to the Closing Date, Purchaser shall have examined the title and, at Purchaser's option, the survey to each parcel of Real Property and Leased Real Property and notified Seller in writing of any objections to, defects in or encumbrances upon Seller's title to or interest in such Real Property or Leased Real Property other than Permitted Encumbrances. Seller shall use its reasonable good faith efforts to satisfy those title defects and encumbrances of which Purchaser has notified Seller prior to the Closing Date, provided that Seller shall not be obligated to expend more than $10,000 per identified defect or encumbrance and $100,000 in the aggregate per property, to satisfy such defects and encumbrances. If Seller satisfies all such title defects and encumbrances, then the transaction contemplated hereby shall be closed in accordance with the terms and conditions set forth herein. If Seller does not satisfy all such title defects and encumbrances prior to the Closing Date, then Purchaser shall elect either: (i) not to close the transaction contemplated hereby, if any of such title defects or encumbrances could reasonably be expected to have a material adverse effect on the conduct of the Business at any of the Real Property set forth in Schedule 4.3(b) (the "Key Facilities"), in which event all parties shall be released from any further obligations or liability, except as expressly set forth in Article 13 or otherwise; (ii) to close the transaction contemplated hereby without regard to such unsatisfied defects and encumbrances, in which event the transaction contemplated hereby shall be closed in accordance with its terms, without a reduction in Final Purchase Price, and all such unsatisfied title defects and encumbrances shall be exceptions to Seller's warranty of title; or (iii) to close the transaction contemplated hereby, excluding, however, the portion of the Real Property or Leased Real Property having such title defects and encumbrances with a corresponding reduction in the Final Purchase Price applicable to such Real Property or Leased Real Property so excluded. (c) In the event Purchaser does not notify Seller of any such unacceptable defects in or encumbrances upon Seller's title to such Real Property, as provided in Section 4.3(b) hereof, Purchaser shall be deemed to be satisfied with Seller's title to such Real Property and to have elected to close pursuant to clause (ii) of Section 4.3(b) hereof. (d) Seller shall not transfer, assign, sublease or encumber the Real Property or Leased Real Property or any part thereof from the date hereof until the first to occur of the Closing Date or the termination of this Agreement pursuant to Article 13 hereof, except for Permitted Encumbrances. Notwithstanding anything in Section 4.3(b) hereof to the contrary, Purchaser shall have the right to object to any title matters which come into existence after the date of Purchaser's title examination but prior to Closing.

Conveyance of Title to Real Property. (a) Seller shall convey title to the Real Property to Purchaser by special or limited or "special" warranty deed in a form customarily used in the locality in which the Real Property is located, subject, however, to Permitted Encumbrances. Each such deed shall be executed in accordance with the requirements of the laws of the state in which such Real Property is located and shall be in such form as will permit the deed to be recorded. Seller shall transfer and assign to Purchaser its rights under the Real Property Leases (and its rights in and to all deposits thereunder and all buildings, other structures, and improvements permitted to be retained or removed by the lessee thereunder) by transfer and assignment in form reasonably acceptable to Purchaser and its counsel. Regardless of whether Purchaser objects to the same as provided hereinbelow, the Real Property and the Leased Real Property shall not be subject to (i) any mortgage, deed of trust, security deed, security agreement, judgment, lien or claim of lien, or any other title exception or defect created, caused, suffered or incurred by Seller that is monetary in nature, Seller hereby agreeing to pay and satisfy of record any such monetary title defects or encumbrances prior to or at Closing at Seller's expense, or (ii) any leases, rental agreements or other rights of occupancy of any kind (other than the Real Property Leases)kind, whether oral or written, except except, in either case, for Permitted Encumbrances as disclosed to and accepted by Purchaser as provided elsewhere herein. (b) Prior to the Closing DateOn or before October 10, 2001, Purchaser shall have examined complete its examination of the title and, at Purchaser's option, shall complete the survey to each parcel of Real Property and Leased Real Property and notified shall notify Seller in writing of any objections to, defects in or encumbrances upon Seller's title to or interest in such Real Property or Leased Real Property other than Permitted Encumbrances. Seller shall use its reasonable good faith efforts shall, prior to the Closing Date, satisfy those title defects and encumbrances of which Purchaser has notified Seller prior unless the cost to the Closing DateSeller of satisfying of record all such title defects and encumbrances exceeds Two Million Dollars ($2,000,000), provided that in which case Seller may elect, by written notice to Purchaser, not to satisfy such title defects and encumbrances; provided, however, Seller shall not be obligated to expend more than $10,000 per identified defect or encumbrance and $100,000 in the aggregate per property, required to satisfy such defects and encumbrancesany non-monetary lien. If Seller satisfies all such title defects and encumbrances, then the transaction contemplated hereby shall be closed in accordance with the terms and conditions set forth herein. If Seller does not satisfy all such title defects and encumbrances (including non-monetary liens) prior to the Closing Date, then Purchaser shall elect either: (i) not to close the transaction contemplated hereby, if any of such title defects or encumbrances could reasonably be expected to have a material adverse effect on the conduct of the Business at any of the Real Property set forth in Schedule 4.3(b) (the "Key Facilities"), in which event all parties shall be released from any further obligations or liability, except as expressly set forth in Article 13 or otherwise; or (ii) to close the transaction contemplated hereby without regard to such unsatisfied defects and encumbrances, in which event the transaction contemplated hereby shall be closed in accordance with its terms, without a reduction in Final Fixed Purchase Price, and all such unsatisfied title defects and encumbrances shall be exceptions to Seller's warranty of title; or (iii) to close the transaction contemplated hereby, excluding, however, the portion of the Real Property or Leased Real Property having such title defects and encumbrances with a corresponding reduction in the Final Purchase Price applicable to such Real Property or Leased Real Property so excluded. (c) In the event Purchaser does not notify Seller of any such unacceptable defects in or encumbrances upon Seller's title to such Real PropertyProperty on or before October 10, 2001 as provided in Section 4.3(b) hereof, Purchaser shall be deemed to be satisfied with Seller's title to such Real Property and to have elected to close pursuant to clause (ii) of Section 4.3(b) hereof. (d) Seller shall not transfer, assign, sublease or encumber the Real Property or Leased Real Property or any part thereof from the date hereof until the first to occur of the Closing Date or the termination of this Agreement pursuant to Article 13 hereof, except for Permitted Encumbrances. Notwithstanding anything in Section 4.3(b) hereof to the contrary, Purchaser shall have the right to object to any title matters which come into existence after the date of Purchaser's title examination but prior to Closing. (e) In accordance with Section 1445 of the Internal Revenue Code of 1986, as amended, Seller shall provide to Purchaser a certificate reasonably acceptable to Purchaser that Seller is not a foreign person thereunder.

Conveyance of Title to Real Property. (a) Seller Sellers shall convey fee simple title to the Real Property to Purchaser by limited or "special" special warranty deed in a form customarily used in the locality in which the Real Property is located, subjectsubject only to the Permitted Encumbrances; provided, however, CMI shall, by deed, join in the warranties made by the special warranty deed delivered by Chatham, LLC to Permitted Encumbranceswarrant such period of time during which the subject Real Property was vested in CMI. Each such deed shall be executed in accordance with the requirements of the laws of the state in which such Real Property is located and shall be in such form as will permit the deed to be recorded. Each Seller shall transfer and assign to Purchaser its rights under the Real Property Leases (and its rights in and to all deposits thereunder and all buildings, other structures, and improvements permitted to be retained or removed by the lessee thereunder) by transfer and assignment in form reasonably acceptable to Purchaser and its counsel. Regardless of whether Purchaser objects , on one hand, and with respect to the same as provided hereinbelow, the Real Property Leases and the Leased Real Property shall not be subject to (i) any mortgageContracts, deed of trustthe respective lessor thereof, security deed, security agreement, judgment, lien or claim of lien, or any on the other title exception or defect created, caused, suffered or incurred by Seller that is monetary in nature, Seller hereby agreeing to pay and satisfy of record any such monetary title defects or encumbrances prior to or at Closing at Seller's expense, or (ii) any leases, rental agreements or other rights of occupancy of any kind (other than the Real Property Leases), whether oral or written, except as disclosed to and accepted by Purchaser as provided elsewhere hereinhand. (b) Attached hereto as SCHEDULE 1.1(l) is a list of all defects in and encumbrances upon Sellers' title to the Real Property as of the date hereof (the "Known Exceptions"). Prior to the Closing Date, Purchaser shall have examined the title andPurchaser, at Purchaser's optionsole cost and expense, shall have the right to examine the title to the Real Property and Leased Real Property and obtain and review a current as-built plat of survey to of each parcel of Real Property and Leased Real Property prepared and notified Seller certified by a registered land surveyor licensed as such in the state in which the Real Property and Leased Real Property are located in accordance with survey requirements provided by Purchaser (the "Surveys") and shall notify Sellers in writing of any objections to, defects in or encumbrances upon Seller's Sellers' title to or interest in such Real Property or Leased Real Property other than the Known Exceptions and Permitted EncumbrancesEncumbrances not less than five (5) days prior to Closing. Seller Sellers shall use its reasonable good faith efforts to satisfy those title defects and encumbrances of which Purchaser has notified Seller Sellers at least five (5) days prior to the Closing Date, provided that Seller shall not be obligated to expend more than $10,000 per identified defect or encumbrance and $100,000 in the aggregate per property, to satisfy such defects and encumbrances. If Seller satisfies Sellers satisfy all such title defects and encumbrances, then the transaction transactions contemplated hereby shall be closed in accordance with the terms and conditions set forth herein. If Seller does Sellers do not satisfy all such title defects and encumbrances as to which Purchaser gave timely notice prior to the Closing Date, then Purchaser shall elect eitherwith regard to the affected Real Property or Leased Real Property: (i) not to close the transaction transactions contemplated hereby, if any of such title defects or encumbrances could reasonably be expected to have a material adverse effect on the conduct of the Business at any of the Real Property set forth in Schedule 4.3(b) (the "Key Facilities"), in which event all parties Parties shall be released from any further obligations or liability, except as expressly set forth in Article ARTICLE 13 or otherwise; (ii) to close the transaction transactions contemplated hereby without regard to such unsatisfied defects and encumbrances, in which event the transaction transactions contemplated hereby shall be closed in accordance with its terms, without a reduction in Final Purchase Price, and all such unsatisfied title defects and encumbrances shall be exceptions to Seller's Sellers' warranty of title; (iii) to close the transactions contemplated hereby with a reduction in Purchase Price agreed to by the Parties hereto in writing with regard to such unsatisfied defects and encumbrances, in which event the transactions contemplated hereby shall be closed in accordance with its terms, and all such unsatisfied title defects and encumbrances shall be exceptions to Sellers' warranty of title; or (iiiiv) to close the transaction transactions contemplated hereby, excluding, however, the portion of the Real Property or Leased Real Property having such title defects and encumbrances with a corresponding reduction in the Final Purchase Price applicable to such Real Property or Leased Real Property so excludedexcluded as agreed to by the Parties hereto in writing. (c) In the event Purchaser does not notify Seller Sellers not less than five (5) days prior to the Closing Date of any such unacceptable defects in or encumbrances upon Seller's Sellers' title to such Real Property or Leased Real Property, which defect or encumbrance shall appear on the title commitments and/or Surveys and shall not include the Known Exceptions and Permitted Encumbrances, as provided in Section SECTION 4.3(b) hereof, Purchaser shall be deemed to be satisfied with Seller's Sellers' title to such Real Property or Leased Real Property, and to have elected to close pursuant to clause (ii) of Section SECTION 4.3(b) hereof. (d) Seller Sellers shall not transfer, assign, sublease or encumber the Real Property or Leased Real Property or any part thereof from the date hereof until the first to occur of the Closing Date or the termination of this Agreement pursuant to Article ARTICLE 13 hereof, except for Permitted Encumbranceshereof without the prior written consent of Purchaser. Notwithstanding anything in Section SECTION 4.3(b) hereof to the contrary, Purchaser shall have the right to object with respect to any title matters which come into existence after the date of Purchaser's title examination but prior to Closing, Purchaser shall have the right to object to such matters and, if Sellers do not satisfy all such defects and encumbrances prior to the Closing Date, then Purchaser shall have the right to elect as set forth in 4.3(b)(i), (ii), (iii) OR (iv).

Conveyance of Title to Real Property. (a) Seller Sellers shall convey fee simple title to the Real Property to Purchaser by limited or "special" special warranty deed in a form customarily used in the locality in which the Real Property is located, subjectsubject only to the Permitted Encumbrances; provided, however, CMI shall, by deed, join in the warranties made by the special warranty deed delivered by Chatham, LLC to Permitted Encumbranceswarrant such period of time during which the subject Real Property was vested in CMI. Each such deed shall be executed in accordance with the requirements of the laws of the state in which such Real Property is located and shall be in such form as will permit the deed to be recorded. Each Seller shall transfer and assign to Purchaser its rights under the Real Property Leases (and its rights in and to all deposits thereunder and all buildings, other structures, and improvements permitted to be retained or removed by the lessee thereunder) by transfer and assignment in form reasonably acceptable to Purchaser and its counsel. Regardless of whether Purchaser objects , on one hand, and with respect to the same as provided hereinbelow, the Real Property Leases and the Leased Real Property shall not be subject to (i) any mortgageContracts, deed of trustthe respective lessor thereof, security deed, security agreement, judgment, lien or claim of lien, or any on the other title exception or defect created, caused, suffered or incurred by Seller that is monetary in nature, Seller hereby agreeing to pay and satisfy of record any such monetary title defects or encumbrances prior to or at Closing at Seller's expense, or (ii) any leases, rental agreements or other rights of occupancy of any kind (other than the Real Property Leases), whether oral or written, except as disclosed to and accepted by Purchaser as provided elsewhere hereinhand. (b) Attached hereto as SCHEDULE 1.1(L) is a list of all defects in and encumbrances upon Sellers' title to the Real Property as of the date hereof (the "Known Exceptions"). Prior to the Closing Date, Purchaser shall have examined the title andPurchaser, at Purchaser's optionsole cost and expense, shall have the right to examine the title to the Real Property and Leased Real Property and obtain and review a current as-built plat of survey to of each parcel of Real Property and Leased Real Property prepared and notified Seller certified by a registered land surveyor licensed as such in the state in which the Real Property and Leased Real Property are located in accordance with survey requirements provided by Purchaser (the "Surveys") and shall notify Sellers in writing of any objections to, defects in or encumbrances upon Seller's Sellers' title to or interest in such Real Property or Leased Real Property other than the Known Exceptions and Permitted EncumbrancesEncumbrances not less than five (5) days prior to Closing. Seller Sellers shall use its reasonable good faith efforts to satisfy those title defects and encumbrances of which Purchaser has notified Seller Sellers at least five (5) days prior to the Closing Date, provided that Seller shall not be obligated to expend more than $10,000 per identified defect or encumbrance and $100,000 in the aggregate per property, to satisfy such defects and encumbrances. If Seller satisfies Sellers satisfy all such title defects and encumbrances, then the transaction transactions contemplated hereby shall be closed in accordance with the terms and conditions set forth herein. If Seller does Sellers do not satisfy all such title defects and encumbrances as to which Purchaser gave timely notice prior to the Closing Date, then Purchaser shall elect eitherwith regard to the affected Real Property or Leased Real Property: (i) not to close the transaction transactions contemplated hereby, if any of such title defects or encumbrances could reasonably be expected to have a material adverse effect on the conduct of the Business at any of the Real Property set forth in Schedule 4.3(b) (the "Key Facilities"), in which event all parties Parties shall be released from any further obligations or liability, except as expressly set forth in Article ARTICLE 13 or otherwise; (ii) to close the transaction transactions contemplated hereby without regard to such unsatisfied defects and encumbrances, in which event the transaction transactions contemplated hereby shall be closed in accordance with its terms, without a reduction in Final Purchase Price, and all such unsatisfied title defects and encumbrances shall be exceptions to Seller's Sellers' warranty of title; (iii) to close the transactions contemplated hereby with a reduction in Purchase Price agreed to by the Parties hereto in writing with regard to such unsatisfied defects and encumbrances, in which event the transactions contemplated hereby shall be closed in accordance with its terms, and all such unsatisfied title defects and encumbrances shall be exceptions to Sellers' warranty of title; or (iiiiv) to close the transaction transactions contemplated hereby, excluding, however, the portion of the Real Property or Leased Real Property having such title defects and encumbrances with a corresponding reduction in the Final Purchase Price applicable to such Real Property or Leased Real Property so excludedexcluded as agreed to by the Parties hereto in writing. (c) In the event Purchaser does not notify Seller Sellers not less than five (5) days prior to the Closing Date of any such unacceptable defects in or encumbrances upon Seller's Sellers' title to such Real Property or Leased Real Property, which defect or encumbrance shall appear on the title commitments and/or Surveys and shall not include the Known Exceptions and Permitted Encumbrances, as provided in Section 4.3(bSECTION 4.3(B) hereof, Purchaser shall be deemed to be satisfied with Seller's Sellers' title to such Real Property or Leased Real Property, and to have elected to close pursuant to clause (ii) of Section 4.3(bSECTION 4.3(B) hereof. (d) Seller Sellers shall not transfer, assign, sublease or encumber the Real Property or Leased Real Property or any part thereof from the date hereof until the first to occur of the Closing Date or the termination of this Agreement pursuant to Article ARTICLE 13 hereof, except for Permitted Encumbranceshereof without the prior written consent of Purchaser. Notwithstanding anything in Section 4.3(bSECTION 4.3(B) hereof to the contrary, Purchaser shall have the right to object with respect to any title matters which come into existence after the date of Purchaser's title examination but prior to Closing, Purchaser shall have the right to object to such matters and, if Sellers do not satisfy all such defects and encumbrances prior to the Closing Date, then Purchaser shall have the right to elect as set forth in 4.3(B)(I), (II), (III) OR (IV).

Conveyance of Title to Real Property. (a) Seller shall convey title to the Real Property to Purchaser by limited special or "special" general warranty deed in a form customarily used in the locality in which the Real Property is located, subject, however, to Permitted Encumbrances. Each such deed shall be executed in accordance with the requirements of the laws of the state in which such Real Property is located and shall be in such form as will permit the deed to be recorded. Seller shall transfer and assign to Purchaser its rights under the Real Property Leases (and its rights in and to all deposits thereunder thereunder, if any (other than with respect to the Illinois Lease Agreement, the Oak Brook Lease Agreement and the Pittsburgh Agreement), and all buildings, other structures, and improvements permitted to be retained or removed by the lessee thereunder) by transfer and assignment in form reasonably acceptable to Purchaser and its counsel. Regardless of whether Purchaser objects to the same as provided hereinbelow, the Real Property and the Leased Real Property shall not be subject to (i) any mortgage, deed of trust, security deed, security agreement, judgment, lien or claim of lien, or any other title exception or defect created, caused, suffered or incurred by Seller that is monetary in nature, Seller hereby agreeing to pay and satisfy of record any such monetary title defects or encumbrances prior to or at Closing at Seller's expense, or (ii) any leases, rental agreements or other rights of occupancy of any kind (other than the Real Property Leases), whether oral or written, except as disclosed to and accepted by Purchaser as provided elsewhere herein. (b) Prior to the Closing Date, Purchaser shall have has examined the title and, at Purchaser's option, the to and has obtained a current survey to of each parcel of Real Property and Leased Real Property and has heretofore notified Seller in writing of any objections to, defects in or encumbrances upon Seller's title to or interest in such Real Property or Leased Real Property Property, other than Permitted Encumbrances. Seller shall use its reasonable good faith efforts to covenants and agrees that it will, at Seller's own cost and expenses, satisfy those material title defects and encumbrances of which Purchaser has notified Seller prior to in writing as of the Closing Date, provided that Seller shall not be obligated to expend more than $10,000 per identified defect or encumbrance and $100,000 in the aggregate per property, to satisfy such defects and encumbrances. If Seller satisfies all such title defects and encumbrances, then the transaction contemplated hereby shall be closed in accordance with the terms and conditions set forth herein. If Seller does not satisfy all such title defects and encumbrances prior to the Closing Date, then Purchaser shall elect either: (i) not to close the transaction contemplated hereby, if any of such title defects or encumbrances could reasonably be expected to have a material adverse effect on the conduct of the Business at any of the Real Property set forth in Schedule 4.3(b) (the "Key Facilities"), in which event all parties shall be released from any further obligations or liability, except as expressly set forth in Article 13 or otherwise; (ii) to close the transaction contemplated hereby without regard to such unsatisfied defects and encumbrances, in which event the transaction contemplated hereby shall be closed in accordance with its terms, without a reduction in Final Purchase Price, and all such unsatisfied title defects and encumbrances shall be exceptions to Seller's warranty of title; or (iii) to close the transaction contemplated hereby, excluding, however, the portion of the Real Property or Leased Real Property having such title defects and encumbrances with a corresponding reduction in the Final Purchase Price applicable to such Real Property or Leased Real Property so excluded. (c) In the event Purchaser does not notify Seller of any such unacceptable defects in or encumbrances upon Seller's title to such Real Property, as provided in Section 4.3(b) hereof, Purchaser shall be deemed to be satisfied with Seller's title to such Real Property and to have elected to close pursuant to clause (ii) of Section 4.3(b) hereof. (d) Seller shall not transfer, assign, sublease or encumber the Real Property or Leased Real Property or any part thereof from the date hereof until the first to occur of the Closing Date or the termination of this Agreement pursuant to Article 13 hereof, except for Permitted Encumbrances. Notwithstanding anything in Section 4.3(b) hereof to the contrary, Purchaser shall have the right to object to any title matters which come into existence after the date of Purchaser's title examination but prior to Closing.

Conveyance of Title to Real Property. (a) Seller Sellers shall convey title to the Real Property to Purchaser by limited or "special" grant deed and warranty deed in a form customarily used in the locality in which the Real Property is located, subject, however, located and approved by the title company insuring the title to Permitted Encumbrancesthe Real Property. Each such deed shall be executed in accordance with the requirements of the laws Laws of the state in which such Real Property is located and shall be in such form and accompanied by such other conveyance documents, including without limitation, Preliminary Change of Ownership for Real Property located in California, as will permit the deed to be recordedrecorded in the county in which the Real Property is located. Seller Sellers shall transfer and assign to Purchaser its their rights under the Real Property Leases (and its their rights in and to all deposits thereunder and all buildings, other structures, and improvements permitted to be retained or removed by the lessee thereunder) by transfer and assignment in form reasonably acceptable to Purchaser and its counsel. Regardless of whether Purchaser objects to the same as provided hereinbelowherein below, at the time of conveyance the Real Property and the Leased Real Property shall not be subject to (i) any mortgage, deed of trust, security deed, security agreement, judgment, lien or claim of lien, or any Lien other title exception or defect created, caused, suffered or incurred by Seller that is monetary in nature, Seller hereby agreeing to pay and satisfy of record any such monetary title defects or encumbrances prior to or at Closing at Seller's expensethan Permitted Encumbrances, or (ii) any leases, rental agreements Contracts or other rights of occupancy of any kind (other than the Real Property Leases), whether oral or written, except as disclosed to and accepted by Purchaser as provided elsewhere herein. Sellers shall provide (x) affidavit(s) of title stating that (A) there are no parties in possession of any of the Real Property or Leased Real Property other than Sellers (or otherwise specifically setting forth any such other parties’ rights and the source and extent of such parties’ rights), and (B) no Seller has caused any work to be performed on any of the Real Property or Leased Real Property within one hundred (100) days of the date of such affidavit(s), or if any Seller has caused any such work to be performed within one hundred (100) days of such date(s) that all such work has been completed and fully paid for (with respect to work in progress, to and through a date reasonably proximate to the Closing Date), (y) such other indemnities, lien waivers and other documentation as Purchaser’s title insurance company may reasonably request in order to permit Purchaser’s title insurance policy to be issued without exceptions as to matters arising in the “gap,” mechanic’s or material man’s liens, third parties in possession (other than specifically enumerated third parties as set forth above that are reasonably acceptable to Purchaser pursuant to the terms of this Agreement), and rights or claims of real estate brokers, and (z) recordable originals of any Real Property Leases, or recordable short forms thereof, which have not previously been recorded in the appropriate real property records. (b) Prior to the Closing Date, Purchaser Sellers shall have examined the title and, at Purchaser's option, the survey to each parcel of Real Property and Leased Real Property and notified Seller in writing of any objections to, defects in or encumbrances upon Seller's title to or interest in such Real Property or Leased Real Property other than Permitted Encumbrances. Seller shall use its reasonable good faith efforts to satisfy those title defects and encumbrances of objections set forth on Schedule 9.14, which Purchaser has notified Seller prior to the Closing Date, provided that Seller shall cannot be obligated to expend more than $10,000 per identified defect or encumbrance and $100,000 in remedied by entry of the aggregate per property, to satisfy such defects and encumbrancesSale Order. If Seller satisfies Sellers satisfy all such title defects and encumbrancesobjections, then the transaction contemplated hereby shall be closed in accordance with the terms and conditions set forth herein. If Seller does Sellers do not satisfy all such title defects and encumbrances objections prior to the Closing Date, then Purchaser shall elect eitherelect: (i) not to close the transaction contemplated hereby, if any of such title defects or encumbrances could reasonably be expected to have a material adverse effect on the conduct of the Business at any of the Real Property set forth in Schedule 4.3(b) (the "Key Facilities"), in which event all parties Purchaser shall be released from any further obligations or liability, except as expressly set forth in Article 13 or otherwiseLiability hereunder; (ii) to close the transaction contemplated hereby without regard to such unsatisfied defects and encumbrancestitle objections, in which event the transaction contemplated hereby Purchase Price shall not be closed in accordance with its terms, without a reduction in Final Purchase Price, and all such unsatisfied title defects and encumbrances shall be exceptions to Seller's warranty of titlereduced; or (iii) to close the transaction contemplated hereby, excluding, however, the portion of the Real Property or Leased Real Property having such title defects and encumbrances objections but with a no corresponding reduction in the Final Purchase Price applicable to such Real Property or Leased Real Property so excludedPrice. (c) In Prior to the event Purchaser does not notify Seller of any such unacceptable defects in or encumbrances upon Seller's title to such Real Property, as provided in Section 4.3(b) hereofClosing Date, Purchaser shall be deemed to be satisfied with Seller's title to such Real Property and to have elected to close pursuant to clause (ii) of Section 4.3(b) hereof. (d) Seller shall not transfer, assign, sublease or encumber receive executed tenant estoppel certificates from lessors under the Real Property or Leased Real Property or any part thereof from the date hereof until the first Leases, all in form and substance reasonably satisfactory to occur of the Closing Date or the termination of this Agreement pursuant counsel to Article 13 hereof, except for Permitted Encumbrances. Notwithstanding anything in Section 4.3(b) hereof to the contrary, Purchaser shall have the right to object to any title matters which come into existence after the date of Purchaser's title examination but prior to Closing.