Common use of Conveyance of Title Clause in Contracts

Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser such title to the Property as will enable the Title Company to issue to Purchaser an ALTA extended coverage owner’s policy of title insurance (the “Title Policy”) covering the Property, in the full amount of the Purchase Price and in such form and with such endorsements as shall be agreed by Purchaser and Title Company prior to expiration of the Inspection Period. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) The terms of the Ground Lease; (b) the rights of tenants, as tenant only, under the Leases; (c) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (d) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; and (e) items appearing of record or shown on the Survey, general and specific plans and development permits, and, in either case, not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Sections 2.3 or 2.5. In connection with issuance of the Title Policy, Seller shall deliver to Title Company customary certifications and affidavits to the Title Company, including certifications and affidavits relating to the status of leases and mechanics’ liens, but shall not be required to escrow any monies with the Title Company in connection therewith.

Conveyance of Title. At As a condition of Closing, Seller shall convey and transfer to Purchaser such Purchaser, and the Title Company shall insure by a standard 1970-B ALTA Owner's Policy of Title Insurance (or its equivalent) (the "Title Policy"), at Purchaser's sole cost, good and marketable title to the Property (as will enable the Title Company to issue to Purchaser an ALTA extended coverage owner’s policy of title insurance (the “defined in such Title Policy”) covering the Property), in the full amount of the Purchase Price and (at such rates as Purchaser may negotiate with the Title Company), in such form the name of Purchaser or Purchaser's designee, and with such endorsements as Purchaser shall reasonably require and which the Title Company shall agree to issue to Purchaser prior to the Title Exam Deadline (all of which shall be agreed by Purchaser and Title Company prior to expiration of the Inspection Periodat Purchaser's sole expense). Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject only to the following matters, which shall be deemed to be Permitted Exceptions: (a) The terms of the Ground Lease; (b1) the rights of tenantsTenants, as tenant tenants only, under the LeasesLeases and any new Leases entered into between the Effective Date and Closing and, where required, approved by Purchaser in accordance with the terms of this Agreement; (c2) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (d3) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; and (e4) items appearing of record or as shown on the Survey, general and specific plans and development permits, and, in either case, Title Commitment or the Survey which are not objected to by Purchaser or waived or deemed which are waived by Purchaser in accordance with Sections 2.3 or 2.5. In connection with issuance of the Title Policy, Seller shall deliver to Title Company customary certifications and affidavits to the Title Company, including certifications and affidavits relating to the status of leases and mechanics’ liens, but shall not be required to escrow any monies with the Title Company in connection therewith2.5 hereof.

Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser such title to the Property Land and Improvements as will enable the Title Company to issue to Purchaser an ALTA extended coverage ownera standard Texas Owner’s policy Policy of title insurance (the “Title Policy”) Insurance covering the Property, in the full amount of the Purchase Price and in such form and with Price, without change or endorsement, other than such endorsements as shall be agreed by Purchaser may request (at its sole cost and expense) before the Title Exam Deadline and which the Title Company commits to issue prior to the expiration of the Inspection PeriodPeriod (the “Title Policy”), provided that Seller shall not be required to incur any liability, execute any documentation or take any action whatsoever in connection with, or to enable or permit the Title Company to issue, any such endorsements or make any such changes to the Title Policy nor to pay any costs, charges or premiums in connection with the issuance of any such endorsements or the making of any such changes (all of which shall be at the sole cost and expense of Purchaser). Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) The terms of the Ground Lease; (b) the rights of tenantstenant, as tenant only, under the LeasesLease; (cb) the lien of all ad valorem real estate taxes taxes, standby fees, and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (dc) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; and (ed) items appearing of record or shown on the Survey, general and specific plans and development permits, Survey and, in either case, not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Sections 2.3 or 2.5. In connection with issuance of the Title Policy, Seller shall deliver to Title Company customary certifications and affidavits to the Title Company, including certifications and affidavits relating to the status of leases and mechanics’ liens, but shall not be required to escrow any monies with the Title Company in connection therewith2.5 hereof.

Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser such title to the Property as will enable the Title Company to irrevocably commit to issue to Purchaser Purchaser, at Purchaser’s expense, an ALTA extended coverage ownerOwner’s policy Policy of title insurance Title Insurance (the “Title Policy”) covering the Property, insuring Purchaser as owner of good and marketable fee simple title to the Property in the full amount of the Purchase Price Price, subject only to the Permitted Exceptions, and in such form and with such containing the endorsements as shall be agreed by Purchaser and that the Title Company prior agreed to expiration of issue during the Inspection Period. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) The the rights of Tenants, as tenants only, under the Leases and any modifications to the Leases entered into between the Effective Date and Closing in accordance with this Agreement and, approved in writing by Purchaser in accordance with the terms of this Agreement, without options to purchase or rights of first refusal to purchase the Ground LeaseProperty; (b) the rights of tenants, as tenant only, under the Leases; (c) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of ClosingClosing Date, subject to adjustment as herein provided; (dc) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; and (ed) items appearing of record or shown on the Survey, general and specific plans and development permits, Survey and, in either case, not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Sections 2.3 or 2.5. In connection with issuance of the Title Policy, Seller shall deliver to Title Company customary certifications and affidavits to the Title Company, including certifications and affidavits relating to the status of leases and mechanics’ liens, but shall not be required to escrow any monies with the Title Company in connection therewith2.5 hereof.

Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser Purchaser, by conveyance deed, such title to the Property as will enable the Title Company to issue to Purchaser Purchaser, at Purchaser’s expense, an ALTA extended coverage ownerOwner’s policy Policy of title insurance Title Insurance (the “Title Policy”) ), covering the Property, Property in the full amount of the Purchase Price and with certain restrictions that the Property is being conveyed to the Purchaser in such form and connection with such endorsements as shall be agreed by Purchaser and Title Company prior to expiration of the Inspection Periodrestrictions specified in the conveyance deed. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) The terms of the Ground Lease; (b) the rights of tenants, as tenant only, under the Leases; (c) the lien of all ad valorem real estate taxes and assessments assessments, if any, not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (db) local, state state, and federal laws, ordinances ordinances, or governmental regulations, including but not limited to, building and zoning laws, ordinances ordinances, and regulations, now or hereafter in effect relating to the Property; (c) items which are or become Permitted Exceptions pursuant to Section 2.3 or 2.5 hereof; (d) Seller’s rights under Sections 5.6; and (e) items appearing of record or shown on the Survey, general Purchaser’s representations and specific plans and development permits, and, covenants specified in either case, not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Sections 2.3 or 2.5. In connection with issuance of the Title Policy, Seller shall deliver to Title Company customary certifications and affidavits to the Title Company, including certifications and affidavits relating to the status of leases and mechanics’ liens, but shall not be required to escrow any monies with the Title Company in connection therewithSection 5.6.

Conveyance of Title. At Closing, Seller shall convey and transfer ------------------- to Purchaser such title to the Property as will enable the Title Company to issue to Purchaser an ALTA extended coverage owner’s policy Owner's Policy of title insurance Title Insurance - 1992 (the “"Title Policy”") covering the PropertyLand and Improvements, in the full amount of the Purchase Price with "extended coverage". ALTA Form 3.1 zoning endorsement and in such form and with such other endorsements as shall be agreed by Purchaser and may reasonably require, subject only to the Permitted Exceptions. The Title Company prior will retain $50,000,000 of liability and cede $30,000,000 to expiration of Transnation Title Insurance Company, $80,000,000 to Lawyers Title Insurance Corporation and the Inspection Periodbalance to First American Title Insurance Company. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) The terms of the Ground Lease; (b) the rights of tenants, as tenant tenants only, under the LeasesLeases and any new Leases entered into between the Effective Date and Closing in accordance with the terms of this Agreement; (cb) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (dc) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; and (d) matters appearing in the Survey; (e) items appearing of record in any later date to the Title Commitment or shown on any later version of the Survey, general and specific plans and development permits, Survey and, in either case, not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Sections 2.3 Section 2.5 hereof; and (f) acts of Purchaser and parties acting by or 2.5. In connection with issuance of the Title Policy, Seller shall deliver to Title Company customary certifications and affidavits to the Title Company, including certifications and affidavits relating to the status of leases and mechanics’ liens, but shall not be required to escrow any monies with the Title Company in connection therewiththrough Purchaser.

Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser such title to the Property as will enable the Title Company to issue to Purchaser an ALTA extended a standard coverage ownerOwner’s policy Policy of title insurance Title Insurance (the “Title Policy”) covering the Property, in the full amount of the Purchase Price and in such form and with such endorsements Price; provided, however, that Purchaser may require the Title Policy to be issued as shall be agreed by an ALTA/extended coverage Policy of Title Insurance so long as Purchaser and provides the Title Company prior to expiration with any required update and/or recertification of the Inspection PeriodSurvey. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) The terms of the Ground Lease; (b) the rights of tenantsCosmetic Laboratories of America, LLC, a Delaware limited liability company (“Tenant”), as a tenant only, under the LeasesLease, and the rights of Northstar Moving Corporation, a California corporation (“Subtenant”), as a subtenant only, under that certain sublease between Tenant and Subtenant (the “Sublease”) as described in Exhibit C hereto; (cb) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (c) liens, encumbrances or other items created by Purchaser or its agents; (d) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; and (e) items appearing of record or shown on the Survey, general and specific plans and development permits, Survey and, in either case, not objected to by Purchaser or waived approved or deemed waived approved by Purchaser in accordance with Sections 2.3 or 2.5. In connection with issuance of the Title Policy, Seller shall deliver to Title Company customary certifications and affidavits to the Title Company, including certifications and affidavits relating to the status of leases and mechanics’ liens, but shall not be required to escrow any monies with the Title Company in connection therewith2.5 hereof.

Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser such good and marketable fee simple title to the Property as will enable the Title Company to issue to Purchaser Purchaser, at Purchaser’s expense, an ALTA extended coverage ownerOwner’s policy Policy of title insurance Title Insurance (the “Title Policy”) covering the Property, in the full amount of the Purchase Price and in such form and with such endorsements as shall be agreed by Purchaser and Title Company prior to expiration of the Inspection PeriodPrice. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) The terms of the Ground Lease; (b) the rights of tenants, as tenant tenants only, under the LeasesLeases and any new Leases entered into between the Effective Date and Closing and, where required, approved by Purchaser in accordance with the terms of this Agreement; (cb) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of ClosingClosing Date, subject to adjustment as herein provided; (dc) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; and (ed) items appearing of record or shown on the Survey, general and specific plans and development permits, Survey and, in either case, not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Sections 2.3 or 2.5. In connection with issuance of the Title Policy, Seller shall deliver to Title Company customary certifications and affidavits to the Title Company, including certifications and affidavits relating to the status of leases and mechanics’ liens, but shall not be required to escrow any monies with the Title Company in connection therewith2.5 hereof.

Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser such title to the Real Property as will enable subject to the Title Company to issue to Purchaser an ALTA extended coverage owner’s policy of title insurance (the “Title Policy”) covering the Property, in the full amount of the Purchase Price and in such form and with such endorsements as shall be agreed by Purchaser and Title Company prior to expiration of the Inspection PeriodPermitted Exceptions. Notwithstanding anything contained herein to the contrary, the Real Property shall be conveyed subject to the following matters, all of which shall be deemed to be Permitted Exceptions: (a) The terms of the Ground Lease; (b) the rights of tenants, as tenant only, under the Leases; (c) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (db) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; and; (ec) items appearing of record or shown on Schedule 2.3 hereof; (d) items first shown on any Title Updates or the Updated Survey, general and specific plans and development permits, and, in which are either case, (i) not timely objected to by Purchaser in accordance with this Agreement, or (ii) waived or deemed waived by Purchaser in accordance with Sections 2.3 Section 2.3(b) hereof, or 2.5. In connection with issuance of the Title Policy, Seller shall deliver to Title Company customary certifications and affidavits to the Title Company, including certifications and affidavits relating to the status of leases and mechanics’ liens, but shall not be required to escrow any monies with (iii) insured over by the Title Company in a manner reasonably satisfactory to Purchaser; (e) the rights of Manager under the Management Agreement and the Colony Club Agreement; (f) the rights of tenants under the Leases; (g) the rights of Hotel guests which occupy the Hotel or have a reservation for rooms, food and beverages, meetings and other customary Hotel uses relating to periods subsequent to the Closing Date; and (h) items recorded in connection therewithwith this Closing and any items appearing of record as a result of Purchaser’s or its affiliates or its or their agents’, employees’ or representatives’ acts or omissions.

Conveyance of Title. At Closing, each Seller Entity shall convey and transfer to Purchaser such title to the its Respective Property as will enable the Title Company to issue to Purchaser an ALTA extended coverage owner’s policy of title insurance at Closing a Title Insurance Policy covering such Respective Property. It shall not be a condition to Closing that any Title Insurance Policy contain any endorsements, except (i) as provided in Section 4.10 solely with respect to the “Title Policy”Redlands Property and the Becton ROFR, and (ii) covering as provided in Section 2.5 with respect to a Material Exception first arising after the Property, in the full amount of the Purchase Price and in such form and with such endorsements as shall be agreed by Purchaser and Title Company prior Effective Date that Seller elects to expiration of the Inspection Periodcure. Notwithstanding anything contained herein to the contrary, the each Respective Property shall be conveyed subject to (and the applicable Title Insurance Policy may be subject to or contain exceptions for) the following matters, all of which shall be deemed to be Permitted Exceptions: (a) The terms of the Ground Lease; (b) 2.4.1 the rights of tenantsTenant(s) of such Respective Property under the Assigned Leases, as tenant tenants only, under with no right or option to purchase the LeasesRespective Property; (c) 2.4.2 the lien of all ad valorem real estate taxes and assessments for the year in which Closing occurs, not yet due and payable as of the date of Closing, subject to adjustment as herein providedClosing Date; (d) 2.4.3 local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Respective Property; 2.4.4 items which are Permitted Exceptions (as expressly provided herein as of the Effective Date) or become Permitted Exceptions pursuant to Section 2.5 hereof; and (e) items appearing of record 2.4.5 acts done or shown on the Survey, general and specific plans and development permits, and, in either case, not objected to caused by or through Purchaser or waived or deemed waived matters arising by Purchaser in accordance with Sections 2.3 or 2.5. In connection with issuance virtue of the Title Policy, Seller shall deliver to Title Company customary certifications and affidavits to the Title Company, including certifications and affidavits relating to the identity or status of leases and mechanics’ liens, but shall not be required to escrow any monies with the Title Company in connection therewithPurchaser.

Conveyance of Title. At Closing, each Seller Entity shall convey and transfer to Purchaser such title to the its Respective Property as will enable the Title Company to issue to Purchaser an ALTA extended coverage owner’s policy a Title Insurance Policy covering such Respective Property. It shall not be a condition to Closing that any Title Insurance Policy contain any endorsements (unless any Seller Entity affirmatively commits to cause the issuance of title insurance (any endorsement in its Title Response). Purchaser shall determine the “Title Policy”) covering the Property, in the full amount availability of the Purchase Price and in such form and with such any endorsements as shall be agreed by Purchaser and Title Company for each Respective Property prior to expiration the end of the Inspection Period. Notwithstanding anything contained herein to the contrary, the each Respective Property shall be conveyed subject to (and the applicable Title Insurance Policy may be subject to or contain exceptions for) the following matters, all of which shall be deemed to be Permitted Exceptions: (a) The terms of the Ground Lease; (b) 2.4.1 the rights of tenantsTenant(s) of such Respective Property under the Assigned Leases, as tenant tenants only, under with no right or option to purchase the LeasesRespective Property; (c) 2.4.2 the lien of all ad valorem real estate taxes and assessments for the year in which Closing occurs, not yet due and payable as of the date of Closing, subject to adjustment as herein providedClosing Date; (d) 2.4.3 local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Respective Property; 2.4.4 items which are or become Permitted Exceptions pursuant to Section 2.3 or Section 2.5 hereof; and (e) items appearing of record 2.4.5 acts done or shown on the Survey, general and specific plans and development permits, and, in either case, not objected to caused by or through Purchaser or waived or deemed waived matters arising by Purchaser in accordance with Sections 2.3 or 2.5. In connection with issuance virtue of the Title Policy, Seller shall deliver to Title Company customary certifications and affidavits to the Title Company, including certifications and affidavits relating to the identity or status of leases and mechanics’ liens, but shall not be required to escrow any monies with the Title Company in connection therewithPurchaser.

Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser such title to the Property as will enable the Title Company to issue to Purchaser Purchaser, at Seller's expense, an ALTA extended coverage owner’s policy Owner's Policy of title insurance Title Insurance (the “"Title Policy”") covering the Property, in the full amount of the Purchase Price and in such form and with such endorsements as shall be agreed by Purchaser and Title Company prior to expiration of the Inspection Periodat regular rates. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be "Permitted Exceptions": (a) The terms of the Ground Lease; (b) the rights of tenants, as tenant tenants only, under the LeasesLeases and any new Leases entered into between the Effective Date and Closing and, where required, approved by Purchaser in accordance with the terms of this Agreement; (cb) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (dc) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; and (ed) items appearing of record and listed on the Title Commitment or shown on the Survey, general and specific plans and development permits, Survey and, in either case, not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Sections 2.3 or 2.5. In connection with issuance of the Title Policy, Seller shall deliver to Title Company customary certifications and affidavits to the Title Company, including certifications and affidavits relating to the status of leases and mechanics’ liens, but shall not be required to escrow any monies with the Title Company in connection therewith2.5 hereof.

Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser such good and marketable, fee simple title to the Property Land and Improvements as will enable the Title Company to issue to Purchaser Purchaser, at Purchaser’s expense, an ALTA extended coverage ownerOwner’s policy Policy of title insurance Title Insurance (the “Title Policy”) covering the Property, in the full amount of the Purchase Price and in such form and with such endorsements as shall be agreed by Purchaser and Title Company prior to expiration of the Inspection PeriodPrice. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Exceptions: (a) The terms of the Ground Lease; (b) the rights of tenants, as tenant tenants only, under the LeasesLeases (without any further amendment thereto other than the Apex TI Amendment); (cb) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (dc) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect regulations relating to the PropertyProperty in effect as of the expiration of the Inspection Period; and (ed) items appearing of record or shown on the Survey, general and specific plans and development permits, Survey and, in either case, not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Sections 2.3 or 2.5. In connection with issuance of the Title Policy, Seller shall deliver to Title Company customary certifications and affidavits to the Title Company, including certifications and affidavits relating to the status of leases and mechanics’ liens, but shall not be required to escrow any monies with the Title Company in connection therewithhereof.

Conveyance of Title. At Closing, Seller shall convey and transfer to Purchaser such title to the Property as will enable the Title Company to issue to Purchaser an ALTA 2006 extended coverage ownerOwner’s policy Policy of title insurance Title Insurance (the “Title Policy”) covering the Property, in the full amount of the Purchase Price and in such form and with such endorsements as Price. It shall not be agreed by Purchaser and a condition to Closing that the Title Company prior to expiration of the Inspection PeriodPolicy contain any endorsements. Notwithstanding anything contained herein to the contrary, the Property shall be conveyed subject to (and the Title Policy may be subject to or contain exceptions for) the following matters, all of which shall be deemed to be Permitted Exceptions: (a) The terms 2.4.1 the rights of Seller under the Ground Lease; (b) the rights of tenants, as tenant only, under the Leases; (c) 2.4.2 the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein providedClosing Date; (d) 2.4.3 local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; 2.4.4 acts done or caused by or through Purchaser or matters arising by virtue of the identity or status of Purchaser; and 2.4.5 that certain Real Property Mortgage made by Seller (ef/k/a CTI Industries Corporation) items appearing of record or shown on the Surveyand PNC Bank, general National Association (“Seller’s Lender”) dated December 14, 2017 and specific plans and development permits, and, in either case, not objected to by Purchaser or waived or deemed waived by Purchaser in accordance with Sections 2.3 or 2.5. In connection with issuance of the Title Policy, Seller shall deliver to Title Company customary certifications and affidavits to the Title Company, including certifications and affidavits relating to the status of leases and mechanics’ liens, but shall not be required to escrow any monies recorded with the Title Company in connection therewithLake County Recorder of Deeds on December 19, 2017 as File 7452039.

Conveyance of Title. At Closing, Seller shall convey and transfer the Property to Purchaser. It shall be a condition to Purchaser's obligation to close this transaction that title to the Real Property conveyed and transferred to Purchaser shall be such title to the Real Property as will enable the Title Company to issue to Purchaser an ALTA extended coverage owner’s policy American Land Title Association (ALTA) Form 2006 Owner's Policy of title insurance Title Insurance (the “"Title Policy”") covering the Real Property, in the full amount of the Purchase Price and in such form and with such endorsements as shall be agreed by Purchaser and Title Company prior to expiration of the Inspection Period. Notwithstanding anything contained herein to the contraryPrice, the Property shall be conveyed subject to the following matters, which shall be deemed are collectively referred to be in this Agreement as "Permitted Exceptions": (a) The the rights of residential tenants, as tenants only, without any right to acquire any portion of the Property, under the Leases described in the Rent Roll and any new Leases entered into between the Effective Date and Closing and (if required) approved by Purchaser in accordance with the terms of the Ground Leasethis Agreement; (b) the rights of tenants, as tenant only, under the Leases; (c) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (dc) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building building, zoning and zoning land use laws, ordinances and regulations, now or hereafter in effect relating to the Property; and; (d) Intentionally Deleted. (e) items additional items, if any, appearing of record or shown on the Survey, general and specific plans and development permitsexcept to the extent Seller agrees to cure any such matters pursuant to Section 2.3 or 2.5 hereof; and (f) additional items, andif any, in either case, not objected to approved by Purchaser or waived or deemed waived by Purchaser in accordance with Sections 2.3 or 2.5. In connection with issuance of the Title Policy, Seller shall deliver pursuant to Title Company customary certifications and affidavits to the Title Company, including certifications and affidavits relating to the status of leases and mechanics’ liens, but shall not be required to escrow any monies with the Title Company in connection therewithSection 2.6 hereof.