Common use of Matters Relating to Real Property Clause in Contracts

Matters Relating to Real Property. (a On behalf of Purchaser, Seller shall request a preliminary title commitment from a title insurance company acceptable to Purchaser (the "Title Company") for the issuance of an California Land Title Association extended coverage owner's policy of title insurance (including mechanics' lien coverage) for each parcel included in the Real Property setting forth the status of title to each such parcel (individually a "Title Commitment" and collectively the "Title Commitments"). The Title Commitments shall be accompanied by true, complete and legible copies of all Encumbrances identified therein. The policies to be issued pursuant to the Title Commitments (individually a "Title Policy" and collectively the "Title Policies") shall insure that Purchaser has good, marketable and indefeasible title to such Real Property, subject only to those Encumbrances accepted by Purchaser pursuant to paragraph (c) of this Section 8.6 ("Permitted Title Encumbrances"), and shall include such additional coverages and endorsements as Purchaser may reasonably require (collectively the "Endorsements"). Purchaser shall pay all premiums for the issuance of the Title Policy and the Endorsements, and shall deliver to the Title Company such affidavits, indemnities and other documentation as shall be necessary to enable the Title Company to issue the Title Policies with the Endorsements subject only to Permitted Title Encumbrances. (b Seller shall obtain, at Purchaser's sole cost and expense (other than the cost of providing copies of existing surveys), surveys covering each parcel included in the Real Property (individually a "Survey" and collectively the "Surveys"), each of which shall be prepared by a surveyor duly licensed under the laws of Nevada and approved by Purchaser. (c Prior to Closing, Purchaser shall notify Seller in writing of any unacceptable Encumbrances or other matters disclosed by either the Title Commitments or the Surveys (individually a "Disapproved Encumbrance" and collectively the "Disapproved Encumbrances"). Seller agrees to use commercially reasonable efforts to eliminate the Disapproved Encumbrances or otherwise resolve the Disapproved Encumbrances to the satisfaction of Purchaser.

Matters Relating to Real Property. (a) Buyer shall obtain, at Buyer’s sole cost and expense, a On behalf of Purchaser, Seller shall request a preliminary title commitment from a Chicago Title Insurance Company or any other title insurance company acceptable to Purchaser Buyer (the "“Title Company"”) for the issuance of an California Land Title Association extended coverage owner's ’s policy of fee title insurance (including mechanics' ’ lien coverage) for each parcel included in the Grenada Real Property setting forth the status of title to each such parcel (individually a "“Title Commitment" ” and collectively the "“Title Commitments"”). The Title Commitments shall be accompanied by true, complete and legible copies of all Encumbrances identified therein. The At Closing, the policies to be issued pursuant to the Title Commitments (individually a "“Title Policy" ” and collectively the "“Title Policies"”) shall insure that Purchaser has the Company will have good, marketable and indefeasible title to such Grenada Real Property, subject only to those Encumbrances accepted by Purchaser Buyer pursuant to paragraph subparagraph (c) of this Section 8.6 5.10 ("“Permitted Title Encumbrances"), and shall include such additional coverages and endorsements as Purchaser may reasonably require (collectively the "Endorsements"”). Purchaser At the Closing, Buyer shall pay all premiums for the issuance of the Title Policy and such standard endorsements as Buyer may reasonably require (the “Endorsements”), and Seller shall deliver to the Title Company such affidavits, indemnities and other documentation as shall be is necessary to enable the Title Company to issue the Title Policies with the Endorsements subject only to Permitted Title Encumbrances. (b Seller b) Buyer shall obtain, at Purchaser's Buyer’s sole cost and expense (other than the cost of providing copies of existing surveys)expense, surveys covering each parcel included in the Grenada Real Property (individually a "“Survey" ” and collectively the "“Surveys"”), dated subsequent to this Agreement, each of which shall be prepared by a surveyor duly licensed under the laws of Nevada the state in which the Grenada Real Property is located. Each survey shall be in form and approved by Purchaser. substance reasonably satisfactory to Buyer and the Title Company, and (c Prior ii) shall be certified to ClosingBuyer and the Title Company using a form of certification acceptable to Buyer. (c) On or prior to the fifth Business Day following Buyer’s receipt of the Title Commitment or all of the Surveys, Purchaser whichever is later, Buyer shall notify Seller in writing (the “Defect Notice”) of any unacceptable Encumbrances or other matters disclosed by either the Title Commitments or the Surveys (individually a "“Disapproved Encumbrance" ” and collectively the "“Disapproved Encumbrances"”). Seller agrees to use commercially reasonable efforts to eliminate the Disapproved Encumbrances or otherwise resolve the Disapproved Encumbrances to the satisfaction of PurchaserBuyer on or before the Closing Date. Seller shall have three (3) days after receipt of the Defect Notice to notify Buyer in writing (i) that the Disapproved Encumbrances will be eliminated an otherwise resolved as provided above or (ii) that the Disapproved Encumbrances will not be eliminated or otherwise resolved. If Seller elects not to cause any Disapproved Encumbrance to be eliminated or otherwise resolved, Buyer shall have the right, in its sole discretion, for a period of five (5) days following the expiration of the three (3) day period provided for above, to notify Seller of Buyer’s election to either waive such objection and proceed with the Closing, without impairing any right of indemnification or other right or remedy hereunder, or to terminate this Agreement. Absent any notice from Buyer within such five (5) day period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice that one or more Disapproved Encumbrances will be eliminated or otherwise resolved, and such Disapproved Encumbrances are not so eliminated or otherwise resolved on or before the Closing Date, Buyer shall have the right to terminate this Agreement by written notice to Seller.

Matters Relating to Real Property. (a) Within five (5) days of the date of this Agreement, Sellers shall provide Buyer with copies of all existing title abstracts, title insurance policies and surveys it has in its possession with respect to the Specified Real Property. Buyer shall obtain a On behalf of Purchaser, Seller shall request a preliminary title commitment from a title insurance company acceptable to Purchaser Monroe Title Insurance Corporation (the "“Title Company"”) for the issuance of an California Land Title Association extended coverage owner's ’s policy of title insurance (including mechanics' ’ lien coverage) for each parcel all parcels included in the Specified Real Property in an amount determined by Buyer setting forth the status of title to each such parcel (individually a "the “Title Commitment" and collectively the "Title Commitments"”). The Title Commitments Commitment shall be accompanied by true, complete and legible copies of all Encumbrances identified therein. The At Closing, the policies to be issued pursuant to the Title Commitments Commitment (individually a "the “Title Policy" and collectively the "Title Policies"”) shall insure that Purchaser Buyer has good, marketable good and indefeasible insurable title in fee simple to such Specified Real Property, subject only to Permitted Encumbrances and those Encumbrances accepted by Purchaser Buyer pursuant to paragraph (cd) of this Section 8.6 6.14 ("“Permitted Title Encumbrances"”), and shall include such additional coverages and endorsements as Purchaser Buyer may reasonably require (collectively the "“Endorsements"”). Purchaser At the Closing, Buyer shall pay all premiums for the issuance of the Title Policy and the Endorsements, and Creative Electric shall deliver to the Title Company such affidavits, indemnities and other documentation as shall be necessary to enable the Title Company to issue the Title Policies Policy with the Endorsements subject only to Permitted Title Encumbrances. (b Seller b) Buyer shall obtain, at Purchaser's sole cost and expense (other than the cost of providing copies of existing surveys), surveys obtain an updated survey covering each parcel included in the Specified Real Property (individually a "the “Survey" and collectively the "Surveys"”), each of dated subsequent to this Agreement, which shall be prepared by a surveyor duly licensed under the laws of Nevada New York and approved by PurchaserBuyer. The survey (c Prior A) shall be in form and substance reasonably satisfactory to Closing, Purchaser shall notify Seller in writing of any unacceptable Encumbrances or other matters disclosed by either the Buyer and the Title Commitments Company, (B) shall be prepared in accordance with the 1997 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys as adopted by ALTA and the American Congress on Surveying & Mapping and (C) shall be certified to Buyer and the Title Company using a form of certification reasonably acceptable to Buyer. (c) Sellers agree to use commercially reasonable efforts to provide Buyer with a zoning certification letter, dated on or after the Surveys date of this Agreement, issued by the City of Auburn, pursuant to which the City of Auburn certifies that the Specified Real Property is in full compliance with all applicable zoning laws and regulations (the “City Certification”). (d) Buyer will accept title to the Specified Real Property subject only to the Permitted Encumbrances and the Encumbrances identified on Schedule 6.14(d). Any other Encumbrances (which are not Permitted Encumbrances identified on Schedule 6.14(d)) are referred to herein individually as a "“Disapproved Encumbrance" ” and collectively the "“Disapproved Encumbrances"). Seller agrees .” Sellers agree to use commercially reasonable efforts to eliminate the Disapproved Encumbrances Encumbrances, if any, or otherwise resolve the Disapproved Encumbrances to the reasonable satisfaction of PurchaserBuyer on or before the Closing Date. Buyer acknowledges and agrees that the Specified Real Property may be subject to a lien due to failure to pay franchise taxes to the New York State Department of Taxation and Finance during the tax period ending January 31, 2003; provided, however, that Sellers shall deliver an indemnity and take all other actions reasonably necessary to cause the Title Company to omit any exception from insurance coverage under the Title Policy for such liens for franchise taxes.

Matters Relating to Real Property. (a On behalf of Purchasera) Seller has, Seller shall request a preliminary title commitment from at Seller's expense, delivered to Buyer a title insurance company acceptable to Purchaser commitment issued on Attorneys' Title Insurance Fund, Inc. (the "Title Company") for the issuance of an California Land Title Association extended coverage owner's policy of title insurance (including mechanics' lien coverage) for each parcel included in with respect to the Real Property setting forth in the status aggregate amount of title to each such parcel $2,000,000 (individually a the "Title Commitment" and collectively the "Title Commitments"). The Title Commitments shall be accompanied by true, complete ) and legible copies of all Encumbrances identified thereinexceptions to the title contained in Schedule B-II of the Title Commitment. The policies At Closing, the policy to be issued pursuant to the Title Commitments Commitment (individually a the "Title Policy" and collectively the "Title Policies") shall be issued on an ALTA Owner's Policy of Title Insurance (10-17-92 Form), shall insure that Purchaser Buyer has good, marketable and indefeasible title to such Real Property, Property subject only to those Encumbrances accepted or deemed accepted by Purchaser Buyer pursuant to paragraph (c) of this Section 8.6 6.7 ("Permitted Title Encumbrances"), and shall include such additional coverages coverage and endorsements as Purchaser Buyer may reasonably require require, the cost of which shall be borne by Buyer (collectively the "Endorsements"). Purchaser At Closing, provided the Title Company has received appropriate documentation from the Seller and a survey of the Real Property, the Title Company shall by endorsement delete the "gap" exception, all standard exceptions, and shall delete as having been satisfied all Schedule B-I requirements listed on the Title Commitment. Seller shall pay all premiums the costs for any title search and updates thereof relating to the issuance of the Title Commitment and the Title Policy, and shall pay the title insurance premium for the issuance of the Title Policy and at the Endorsements, and time of Closing. Seller shall at Closing deliver to the Title Company such affidavits, indemnities and other documentation as shall be reasonably necessary to enable the Title Company to issue the Title Policies with Policy and Endorsements, to delete the Endorsements gap exception and the standard exceptions, and the Title Policy shall be issued subject only to the Permitted Title Encumbrances. Notwithstanding the foregoing, the cost of any Buyer requested Endorsements shall be paid by Buyer. (b Seller b) Buyer received a copy of a survey covering the Real Property prepared by Kxxxx X. Xxxxx Land Surveying dated as of April, 1989 (the "Original Survey"), and Buyer shall obtain, at PurchaserBuyer's sole cost and expense expense, an additional survey (other than the cost of providing copies of existing surveys), surveys covering each parcel included in the Real Property (individually a "Survey" and collectively the "SurveysSubsequent Survey")) dated subsequent to this Agreement, each of which shall be prepared by a surveyor duly licensed under the laws of Nevada Florida. The Subsequent Survey (i) shall be in form and approved substance satisfactory to the Buyer and the Title Company, (ii) may, in Buyer's discretion, be prepared in accordance with the 1992 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys as adopted by PurchaserALTA and the American Congress on Surveying & Mapping and (iii) shall be certified to Buyer and the Title Company using a form of certification acceptable to Buyer and the Title Company. (c) Buyer or its counsel shall have until the end of the Inspection Period in which to examine the Title Commitment and determine if there is anything revealed in the Title Commitment which either renders the title unmarketable ("marketability" as used in this Section to be determined by the Florida Bar title standards) or prohibits the use of the Real Property as operated by Seller on the date of this Agreement. (c Prior In such event, Buyer shall have the option to either terminate this Agreement upon or prior to the expiration of the Inspection Period or accept title subject to all matters impacting upon title which existed as of the effective date of the Title Commitment and/or the date of the Original Survey. The only other matters that shall be treated as defects to title, which the Seller shall be obligated to cure prior to Closing, Purchaser shall notify be those matters which arose after the effective date of the Title Commitment and/or the date of the Original Survey and which were not created by Buyer, and with respect to survey matters which do not render the title unmarketable or prohibit the use of the Real Property as operated by Seller on the date of this Agreement. In the event Buyer does not terminate this Agreement upon or prior to the expiration of the Inspection Period, Buyer will be deemed to have accepted title subject to all matters affecting title as reflected in writing Schedule B-II in the Title Commitment and matters created by Buyer after the date thereof, matters reflected on the Original Survey, as otherwise set forth in this Agreement as well as survey matters arising after the date of the Original Survey which do not render the title unmarketable or prohibit the use of the Real Property as operated by Seller on the date of this Agreement. (d) With respect to matters which arise after the effective date of the Title Commitment and/or the Original Survey and which were not created by Buyer, and with respect to survey matters which do not render the title unmarketable or prohibit the use of the Real Property as operated by Seller on the date of this Agreement, Buyer shall not be entitled to object at the Closing to the existence of any unacceptable Encumbrances such mortgage, lien, encumbrance, covenant, restriction or other matters disclosed matter so long as (i) the same may be satisfied by either the payment of money and the amount thereof, with interest and/or penalties, if any, together with sums sufficient to pay any recording and/or filing fees, shall be paid to the Title Commitments Company at the Closing to satisfy such required payment, and Title Company agent shall delete such matters from the Title Commitment at Closing, or the Surveys (individually a "Disapproved Encumbrance" and collectively the "Disapproved Encumbrances"). Seller agrees to use commercially reasonable efforts to eliminate the Disapproved Encumbrances ii) any mortgage, lien, encumbrance, covenant, restriction or otherwise resolve the Disapproved Encumbrances other matter shall be released of record or bonded to the reasonable satisfaction of Purchaserthe Title Company and such matters shall be deleted from the Title Commitment at Closing. (e) The parties hereby agree that Buyer shall prior to the Closing Date obtain and deliver to Seller an inspection of the Real Property and improvements at the Real Property from an inspector reasonably acceptable to Seller. To the extent any such inspection report reflects any damage to the Real Property or such improvements (for purposes of clarification damage shall not include matters such as wear and tear or violations of applicable codes), Seller shall reimburse Buyer for reasonable actual and demonstrable costs of repair of such damage up to a limit of $125,000. Buyer shall be responsible for all other matters arising in any such inspection. Buyer shall provide to Seller invoices and other supporting documentation supporting the costs of repairs for which Buyer seeks Seller's reimbursement pursuant to this Section. In calculating the $125,000 limit, Seller shall receive a credit for any repairs to the Real Property or improvements performed by Seller on or after September 29, 2004.

Matters Relating to Real Property. (a a) On behalf of Purchaser, Seller shall request a preliminary title commitment from a title insurance company acceptable to Purchaser (the "“Title Company"”) for the issuance of an California Land Title Association extended coverage owner's ’s policy of title insurance (including mechanics' ’ lien coverage) for each parcel included in the Real Property setting forth the status of title to each such parcel (individually a "“Title Commitment" ” and collectively the "“Title Commitments"”). The Title Commitments shall be accompanied by true, complete and legible copies of all Encumbrances identified therein. The policies to be issued pursuant to the Title Commitments (individually a "“Title Policy" ” and collectively the "“Title Policies"”) shall insure that Purchaser has good, marketable and indefeasible title to such Real Property, subject only to those Encumbrances accepted by Purchaser pursuant to paragraph (c) of this Section 8.6 ("“Permitted Title Encumbrances"”), and shall include such additional coverages and endorsements as Purchaser may reasonably require (collectively the "“Endorsements"”). Purchaser shall pay all premiums for the issuance of the Title Policy and the Endorsements, and shall deliver to the Title Company such affidavits, indemnities and other documentation as shall be necessary to enable the Title Company to issue the Title Policies with the Endorsements subject only to Permitted Title Encumbrances. (b b) Seller shall obtain, at Purchaser's ’s sole cost and expense (other than the cost of providing copies of existing surveys), surveys covering each parcel included in the Real Property (individually a "“Survey" ” and collectively the "“Surveys"”), each of which shall be prepared by a surveyor duly licensed under the laws of Nevada and approved by Purchaser. . (c c) Prior to Closing, Purchaser shall notify Seller in writing of any unacceptable Encumbrances or other matters disclosed by either the Title Commitments or the Surveys (individually a "“Disapproved Encumbrance" ” and collectively the "“Disapproved Encumbrances"”). Seller agrees to use commercially reasonable efforts to eliminate the Disapproved Encumbrances or otherwise resolve the Disapproved Encumbrances to the satisfaction of Purchaser.

Matters Relating to Real Property. (a On behalf of Purchasera) Buyer shall obtain, at Buyer's sole cost and expense, except that Seller shall request be responsible for the cost of the title search continuation work through the Closing Date, a preliminary title commitment from a Attorneys Title Insurance Fund or any other title insurance company acceptable to Purchaser Buyer (the "Title Company") for the issuance of an California American Land Title Association ("ALTA") extended coverage owner's policy of title insurance (including mechanics' lien coverage) for each parcel included in the Medina Real Property setting forth the status of title to each such parcel xxxxxx (individually a "Title Commitment" and collectively the "Title Commitments"). The Title Commitments shall be accompanied by true, complete and legible copies of all Encumbrances identified therein. The At Closing, the policies to be issued pursuant to the Title Commitments (individually a "Title Policy" and collectively the "Title Policies") shall insure that Purchaser the Corporation has good, marketable and indefeasible title to such the Medina Real Property, subject only to those Encumbrances accepted by Purchaser Xxxxx pursuant to paragraph subparagraph (c) of this Section 8.6 6.3 ("Permitted Title Encumbrances"), and shall include such the additional coverages and endorsements as Purchaser may reasonably require described in SCHEDULE 6.3 attached hereto (collectively the "Endorsements"). Purchaser shall pay all premiums for At the issuance of the Title Policy and the EndorsementsClosing, and Seller shall deliver to the Title Company such affidavits, indemnities affidavits (including an affidavit of title) and other documentation as shall be necessary to enable the Title Company to issue the Title Policies with the Endorsements subject only to Permitted Title EncumbrancesEncumbrances and with a non-imputation endorsement reasonably acceptable to Buyer. Buyer shall pay all fees and premiums incurred in the issuance of the Title Policies. (b Seller b) Buyer shall obtain, at PurchaserBuyer's sole cost and expense (other than the cost of providing copies of existing surveys)expense, current surveys covering each parcel included in the Owned Current Real Property (individually a "Survey" and collectively the "Surveys"), dated subsequent to this Agreement, each of which shall be prepared by a surveyor duly licensed under the laws of Nevada the state in which such Current Real Property is located and approved by PurchaserBuyer. Each survey (c Prior i) shall be in form and substance satisfactory to Closingthe Buyer and the Title Company, Purchaser (ii) shall be prepared in accordance with the 1997 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys as adopted by ALTA and the American Congress on Surveying & Mapping and (iii) shall be certified to Buyer, the Corporation and the Title Company using the form of certification attached hereto as EXHIBIT 6.3. (c) On or prior to the 10th business day following the Buyer's receipt of the Title Commitment or all of the Surveys, whichever is later, Buyer shall notify Seller in writing (the "Defect Notice") of any unacceptable Encumbrances or other matters disclosed by either the Title Commitments or the Surveys (individually a "Disapproved Encumbrance" and collectively the "Disapproved Encumbrances"). Seller agrees to use commercially reasonable efforts to eliminate the Disapproved Encumbrances or otherwise resolve the Disapproved Encumbrances to the satisfaction of PurchaserBuyer on or before the Closing Date. Seller shall have 3 business days after receipt of the Defect Notice to notify Buyer in writing (i) that the Disapproved Encumbrances will be eliminated or otherwise resolved as provided above or (ii) that the Disapproved Encumbrances will not be eliminated or otherwise resolved. If Seller elects not to cause any Disapproved Encumbrance to be eliminated or otherwise resolved, Buyer shall have the right, in its sole discretion, for a period of 5 business days following the expiration of the 3 business day period provided for above, to notify Seller of Buyer's election to either waive such objection and proceed with the Closing, without any reduction in the Purchase Price, or to terminate this Agreement. Absent any notice from Buyer within such 5 business day period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice that one or more Disapproved Encumbrances will be eliminated or otherwise resolved, and such Disapproved Encumbrances are not so eliminated or otherwise resolved on or before the Closing Date, Buyer shall have the right to either (i) terminate this Agreement by written notice to Seller or (ii) proceed with the Closing, with an abatement of the Purchase Price equal to the actual cost of eliminating or resolving such Disapproved Encumbrance.

Matters Relating to Real Property. (a On behalf of Purchasera) Seller has, Seller shall request a preliminary title commitment from at Seller’s expense, delivered to Buyer a title insurance company acceptable to Purchaser commitment issued on Attorneys’ Title Insurance Fund, Inc. (the "“Title Company"”) for the issuance of an California Land Title Association extended coverage owner's policy of title insurance (including mechanics' lien coverage) for each parcel included in with respect to the Real Property setting forth in the status aggregate amount of title to each such parcel $2,000,000 (individually a "the “Title Commitment" and collectively the "Title Commitments"). The Title Commitments shall be accompanied by true, complete ”) and legible copies of all Encumbrances identified thereinexceptions to the title contained in Schedule B-II of the Title Commitment. The policies At Closing, the policy to be issued pursuant to the Title Commitments Commitment (individually a "the “Title Policy" and collectively the "”) shall be issued on an ALTA Owner’s Policy of Title Policies") Insurance (10-17-92 Form), shall insure that Purchaser Buyer has good, marketable and indefeasible title to such Real Property, Property subject only to those Encumbrances accepted or deemed accepted by Purchaser Buyer pursuant to paragraph (c) of this Section 8.6 6.7 ("“Permitted Title Encumbrances"”), and shall include such additional coverages coverage and endorsements as Purchaser Buyer may reasonably require require, the cost of which shall be borne by Buyer (collectively the "“Endorsements"”). Purchaser At Closing, provided the Title Company has received appropriate documentation from the Seller and a survey of the Real Property, the Title Company shall by endorsement delete the “gap” exception, all standard exceptions, and shall delete as having been satisfied all Schedule B-I requirements listed on the Title Commitment. Seller shall pay all premiums the costs for any title search and updates thereof relating to the issuance of the Title Commitment and the Title Policy, and shall pay the title insurance premium for the issuance of the Title Policy and at the Endorsements, and time of Closing. Seller shall at Closing deliver to the Title Company such affidavits, indemnities and other documentation as shall be reasonably necessary to enable the Title Company to issue the Title Policies with Policy and Endorsements, to delete the Endorsements gap exception and the standard exceptions, and the Title Policy shall be issued subject only to the Permitted Title Encumbrances. Notwithstanding the foregoing, the cost of any Buyer requested Endorsements shall be paid by Buyer. (b Seller b) Buyer received a copy of a survey covering the Real Property prepared by Xxxxx X. Xxxxx Land Surveying dated as of April, 1989 (the “Original Survey”), and Buyer shall obtain, at Purchaser's Buyer’s sole cost and expense expense, an additional survey (other than the cost of providing copies of existing surveys)“Subsequent Survey”) dated subsequent to this Agreement, surveys covering each parcel included in the Real Property (individually a "Survey" and collectively the "Surveys"), each of which shall be prepared by a surveyor duly licensed under the laws of Nevada Florida. The Subsequent Survey (i) shall be in form and approved substance satisfactory to the Buyer and the Title Company, (ii) may, in Buyer’s discretion, be prepared in accordance with the 1992 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys as adopted by PurchaserALTA and the American Congress on Surveying & Mapping and (iii) shall be certified to Buyer and the Title Company using a form of certification acceptable to Buyer and the Title Company. (c) Buyer or its counsel shall have until the end of the Inspection Period in which to examine the Title Commitment and determine if there is anything revealed in the Title Commitment which either renders the title unmarketable (“marketability” as used in this Section to be determined by the Florida Bar title standards) or prohibits the use of the Real Property as operated by Seller on the date of this Agreement. (c Prior In such event, Buyer shall have the option to either terminate this Agreement upon or prior to the expiration of the Inspection Period or accept title subject to all matters impacting upon title which existed as of the effective date of the Title Commitment and/or the date of the Original Survey. The only other matters that shall be treated as defects to title, which the Seller shall be obligated to cure prior to Closing, Purchaser shall notify be those matters which arose after the effective date of the Title Commitment and/or the date of the Original Survey and which were not created by Buyer, and with respect to survey matters which do not render the title unmarketable or prohibit the use of the Real Property as operated by Seller on the date of this Agreement. In the event Buyer does not terminate this Agreement upon or prior to the expiration of the Inspection Period, Buyer will be deemed to have accepted title subject to all matters affecting title as reflected in writing Schedule B-II in the Title Commitment and matters created by Buyer after the date thereof, matters reflected on the Original Survey, as otherwise set forth in this Agreement as well as survey matters arising after the date of the Original Survey which do not render the title unmarketable or prohibit the use of the Real Property as operated by Seller on the date of this Agreement. (d) With respect to matters which arise after the effective date of the Title Commitment and/or the Original Survey and which were not created by Buyer, and with respect to survey matters which do not render the title unmarketable or prohibit the use of the Real Property as operated by Seller on the date of this Agreement, Buyer shall not be entitled to object at the Closing to the existence of any unacceptable Encumbrances such mortgage, lien, encumbrance, covenant, restriction or other matters disclosed matter so long as (i) the same may be satisfied by either the payment of money and the amount thereof, with interest and/or penalties, if any, together with sums sufficient to pay any recording and/or filing fees, shall be paid to the Title Commitments Company at the Closing to satisfy such required payment, and Title Company agent shall delete such matters from the Title Commitment at Closing, or the Surveys (individually a "Disapproved Encumbrance" and collectively the "Disapproved Encumbrances"). Seller agrees to use commercially reasonable efforts to eliminate the Disapproved Encumbrances ii) any mortgage, lien, encumbrance, covenant, restriction or otherwise resolve the Disapproved Encumbrances other matter shall be released of record or bonded to the reasonable satisfaction of Purchaserthe Title Company and such matters shall be deleted from the Title Commitment at Closing. (e) The parties hereby agree that Buyer shall prior to the Closing Date obtain and deliver to Seller an inspection of the Real Property and improvements at the Real Property from an inspector reasonably acceptable to Seller. To the extent any such inspection report reflects any damage to the Real Property or such improvements (for purposes of clarification damage shall not include matters such as wear and tear or violations of applicable codes), Seller shall reimburse Buyer for reasonable actual and demonstrable costs of repair of such damage up to a limit of $125,000. Buyer shall be responsible for all other matters arising in any such inspection. Buyer shall provide to Seller invoices and other supporting documentation supporting the costs of repairs for which Buyer seeks Seller’s reimbursement pursuant to this Section. In calculating the $125,000 limit, Seller shall receive a credit for any repairs to the Real Property or improvements performed by Seller on or after September 29, 2004.

Matters Relating to Real Property. (a) Purchaser shall obtain, at Purchaser's sole cost and expense, a On behalf of Purchaser, Seller shall request a preliminary title commitment from a title insurance company acceptable to Purchaser First American Title Insurance Company (the "Title Company") for the issuance of an California Land Title Association extended coverage owner's policy of title insurance (including mechanics' lien coverage) for each parcel included in the Real Property in an amount determined by Purchaser setting forth the status of title to each such parcel (individually a the "Title Commitment" and collectively the "Title Commitments"). The Title Commitments Commitment shall be accompanied by true, complete and legible copies of all Encumbrances identified therein. The At Closing, the policies to be issued pursuant to the Title Commitments Commitment (individually a the "Title Policy" and collectively the "Title Policies") shall insure that Purchaser has good, marketable and indefeasible title to such Real Property, subject only to those Encumbrances accepted by Purchaser pursuant to paragraph (c) of this Section 8.6 ("Permitted Title Encumbrances"), and shall include such additional coverages and endorsements as Purchaser may reasonably require (collectively the "Endorsements"). At the Closing, Purchaser shall pay all premiums for the issuance of the Title Policy and the Endorsements, and RLA shall deliver to the Title Company such affidavits, indemnities and other documentation as shall be necessary to enable the Title Company to issue the Title Policies Policy with the Endorsements subject only to Permitted Title Encumbrances. (b Seller b) Purchaser shall obtain, at Purchaser's sole cost and expense (other than the cost of providing copies of existing surveys)expense, surveys a survey covering each parcel included in the Real Property (individually a the "Survey" and collectively the "Surveys"), dated subsequent to this Agreement, each of which shall be prepared by a surveyor duly licensed under the laws of Nevada Pennsylvania and approved by Purchaser. Each survey (c Prior A) shall be in form and substance satisfactory to Closingthe Purchaser and the Title Company, (B) shall be prepared in accordance with the 1992 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys as adopted by ALTA and the American Congress on Surveying & Mapping and (C) shall be certified to Purchaser and the Title Company using a form of certification acceptable to Purchaser. (c) Seller agrees to provide Purchaser with a zoning certification letter, dated on or after the date of this Agreement, issued by the City of Philadelphia, pursuant to which the City of Philadelphia certifies that the Real Property is in full compliance with all applicable zoning laws and regulations (the "City Certification"). (d) Promptly following the Purchaser's receipt of the Title Commitment, the Survey or the City Certification, whichever is latest, Purchaser shall notify Seller RLA in writing (the "Defect Notice") of any unacceptable Encumbrances or other matters disclosed by either the Title Commitments Commitment, the Survey or the Surveys City Certification (individually a "Disapproved Encumbrance" and collectively the "Disapproved Encumbrances"). Seller RLA agrees to use its commercially reasonable efforts to eliminate the Disapproved Encumbrances or otherwise resolve the Disapproved Encumbrances to the satisfaction of Purchaser on or before the Closing Date. If RLA elects not to cause any Disapproved Encumbrance to be eliminated or otherwise resolved, Purchaser shall have the right, in its sole discretion to notify RLA and Seller of Purchaser's election to either waive such objection and proceed with the Closing, or to terminate this Agreement. Absent any notice from Purchaser prior to Closing, Purchaser shall be deemed to have elected to waive any Disapproved Encumbrance.