Common use of Preliminary Report Clause in Contracts

Preliminary Report. Seller shall make available to Buyer a preliminary title report for a CLTA form owner's policy of title insurance issued by the Title Company showing the condition of Seller's title to the Property, together with copies of all exceptions to title (the "Preliminary Report"). Buyer shall give written notice to Seller within ten (10) days after Buyer has received the Preliminary Report of any defects or encumbrances in Seller's title to which Buyer objects. Any defects or encumbrances in title shall be deemed approved by Buyer unless Seller receives written notice of Buyer's objections on or before such date. Seller shall have the option of curing such defects and encumbrances to which Buyer timely objects and Seller shall notify Buyer within ten (10) days of receipt of Buyer's notice of objections, which of Buyer's objections to title Seller elects to cure (provided, however, Seller shall not be required to actually cure any such defect until Closing). In the event Seller elects not to cure such defects or encumbrances, Buyer must elect, within three (3) days of being notified of Seller's election not to cure, to accept such defects or encumbrances in Seller's title as Seller declines to cure (without adjustment to the Purchase Price) or, alternatively, and as its sole remedy, elect to terminate this Agreement. In the event Buyer so elects to terminate this Agreement, Seller shall refund the Xxxxxxx Money and any and all rights, liabilities or obligations of Seller and Buyer under this Agreement shall terminate and be of no further force or effect except those which may have already accrued.

Preliminary Report. No later than three (3) days after the Effective Date, Seller shall make available cause the Title Company to deliver to Buyer a copy of a preliminary title report for a CLTA form owner's policy and copies of title insurance issued by any recorded exceptions listed in the Title Company showing the condition of Seller's title preliminary report with respect to the Property, together with copies of all exceptions to title Real Property (the "collectively “Preliminary Report"”). Buyer shall give written notice to Seller shall, within ten (10) business days after Buyer has received receipt of the Preliminary Report of any defects or encumbrances in Seller's title (“Initial Title Notice Date”), deliver to which Buyer objects. Any defects or encumbrances in title shall be deemed approved by Buyer unless Seller receives written and Escrow Agent notice of Buyer's objections its approval or disapproval of the items set forth in the Preliminary Report (“Title Notice”). The failure of Buyer to deliver a Title Notice on or before such datethe Initial Title Notice Date with respect to the Preliminary Report, or with respect to a Supplemental Report within the earlier of (a) three (3) Business Days after receipt or (b) the Closing Date, shall constitute Buyer’s approval thereof. If Buyer delivers a Title Notice disapproving of any exceptions, Seller shall have may elect to remove, cure or cause the option Title Company to affirmatively insure around the disapproved items at or prior to the Close of curing such defects and encumbrances Escrow by delivering written notice thereof to which Buyer timely objects and Seller shall notify Buyer within ten five (105) days of Business Days after receipt of Buyer's ’s Title Notice. Notwithstanding the foregoing, Seller will be obligated to cause Title Company to issue a Buyer Title Policy (as defined in Section 3.2.1 below) to Buyer without an exception for any deeds of trust, mortgages, broker’s liens, judgment liens, mechanics’ liens and materialmen’s liens or other liens which can be discharged monetarily. If Seller does not deliver such notice of objectionsto Buyer, which of Buyer's objections Seller will be deemed to title Seller elects have elected not to cure (provided, however, Seller shall not be required to actually cure any such defect until Closing)the disapproved item. In the event If Seller elects not to cure such defects any disapproved items or encumbrancesis deemed to have elected not to cure any disapproved items, Buyer must shall elect, within five (5) days after receipt of Seller’s notice of its election not to cure or within five (5) days after Seller’s deemed election not to cure, to waive its prior disapproval or terminate this Agreement, in which case Escrow Agent shall within one (1) Business Day thereafter, return to Buyer, Buyer’s Initial Deposit, including all interest earned thereon and, if deposited, Buyer’s Additional Deposit, including all interest earned thereon. If Seller has elected to cure any disapproved items, but fails to cure such matter on or prior to the scheduled Closing Date, Buyer shall have the right, by providing written notice to Seller and to Escrow Agent within three (3) days of being notified of Seller's election not after the scheduled Closing Date (and escrow and the Closing Date shall be extended accordingly) to cureeither (i) waive such disapproved items, to accept such defects or encumbrances in Seller's title as Seller declines to cure (without adjustment to the Purchase Priceii) or, alternatively, and as its sole remedy, elect to terminate this Agreement. In the event Buyer so elects to terminate this Agreement, receive a refund of the Buyer’s Deposit and all interest earned thereon and collect from Seller shall refund out-of-pocket expenses incurred by Buyer in accordance with Section 10.3 hereof. Buyer agrees that it will take title to the Xxxxxxx Money Property subject to the items set forth in the Preliminary Report and any Supplemental Reports which are approved or deemed approved by Buyer pursuant to the terms of this Section, matters referred in the Deed (as defined below), all matters apparent or that would be disclosed by an inspection of all or any portion of the Property, and all rights, liabilities or obligations of Seller and Buyer under this Agreement shall terminate and be of no further force or effect except those which may have already accruedthe items set forth in Section 3.2.1 below (collectively “Permitted Exceptions”).

Preliminary Report. Seller shall make available Optionee may review and approve or disapprove, in its sole discretion, the Preliminary Report on or before 5:00 p.m. on or before the date that is twenty (20) days after the receipt by Optionee. If, prior to Buyer a preliminary title report for a CLTA form owner's policy the Close of title insurance issued by Escrow, the Title Company issues a supplemental preliminary report ("Supplemental Report") showing the condition of Seller's new title to exceptions affecting the Property, together Optionee shall have five (5) Business Days after receipt of the Supplemental Report to review and approve any such new exceptions, which approval shall not be unreasonably withheld with copies respect to any Supplemental Reports received after the Feasibility Period. Optionee shall be deemed to have approved any exceptions shown in the Preliminary Report and/or any such new exceptions shown in any Supplemental Report if it does not deliver written notice of all disapproval to Owner during the applicable period set forth above in this Section. If Optionee timely disapproves any exceptions shown on the Preliminary Report or any new exceptions shown in a Supplemental Report, Owner shall have five (5) Business Days to title (the "Preliminary Report"). Buyer shall give elect to cure any such exceptions by delivering written notice to Seller Optionee. If Owner does not deliver written notice that it will cure such disapproved exceptions within ten (10) days after Buyer has received the Preliminary Report of any defects or encumbrances in Seller's title to which Buyer objects. Any defects or encumbrances in title such time period, Owner shall be deemed approved by Buyer unless Seller receives written notice of Buyer's objections on or before such date. Seller shall to have the option of curing such defects and encumbrances to which Buyer timely objects and Seller shall notify Buyer within ten (10) days of receipt of Buyer's notice of objections, which of Buyer's objections to title Seller elects to cure (provided, however, Seller shall not be required to actually cure any such defect until Closing). In the event Seller elects elected not to cure such defects or encumbrancesitems. If Owner does not elect to cure any such disapproved items, Buyer must elect, within three Optionee shall have (3i) days two (2) Business Days after delivery of being notified any notice from Owner of Seller's its election not to cure, so cure such items or (ii) seven (7) Business Days after delivery of Optionee's notice of disapproval to accept such defects Owner to either elect to waive its prior disapproval or encumbrances in Seller's title as Seller declines to cure (without adjustment to the Purchase Price) or, alternatively, and as its sole remedy, elect to terminate this Agreement. In the event Buyer If Optionee so elects to terminate this Agreement, Seller shall refund the Xxxxxxx Money and any and all rights, liabilities or obligations of Seller and Buyer under then this Agreement shall terminate as provided in Section 3.3 above. Any title exceptions shown in the Preliminary Report and any exceptions shown in any Supplemental Report which are approved or deemed to be approved by Optionee shall be referred to as the "Permitted Exceptions." Owner agrees that it will not voluntary impose or create any exceptions to title that will be binding upon the Property after the Close of no further force Escrow and will materially and adversely affect Optionee's proposed use and development of the Property unless Owner agrees to remove the same on or effect except those which may have already accruedbefore the Close of Escrow.

Preliminary Report. Seller Buyer shall make available to Buyer a preliminary title report for a CLTA form owner's policy of title insurance issued by examine the June 26, 2000 Preliminary Title Company showing the condition of Seller's title to the Property, together with copies of all exceptions to title Report No. 1246081-20 (the "Preliminary Report") for the Land issued by First American Title Insurance Company (the "Title Company"), including all schedules and exhibits thereto and together with true and correct copies of all instruments giving rise to any exceptions to title to the Land. Buyer Seller shall give written notice not be obligated to Seller within ten (10) days after Buyer has received cause any of the matters listed as exceptions to title on the Preliminary Report to be removed. If the Title Company discloses any additional exceptions to title which are not shown on the Preliminary Report, then Buyer shall have until the later to occur of any defects (i) three (3) business days after receipt of written notice of the existence of such additional exception or encumbrances in Seller's title (ii) the expiration of the Due Diligence Period, to which review such exception. Unless Buyer objects. Any defects or encumbrances in title shall be deemed approved by Buyer unless gives Seller receives and Escrow Holder written notice of Buyer's objections on or before disapproval of such dateadditional exception prior to the expiration of the foregoing period, Buyer shall be deemed to have approved of such additional exception. Seller shall have the option of curing such defects and encumbrances to which If Buyer timely objects gives written notice to Seller and Seller shall notify Buyer within ten (10) days of receipt to Escrow Holder of Buyer's notice disapproval of objectionssuch additional exception, which of Buyer's objections to title then Seller elects to cure (provided, however, Seller shall not be required to actually cure any such defect until Closing). In the event Seller elects not to cure such defects or encumbrances, Buyer must elect, within three (3) days of being notified of Seller's election not to cure, to accept such defects or encumbrances in Seller's title as Seller declines to cure (without adjustment to the Purchase Price) or, alternatively, and as its sole remedy, may either elect to terminate this AgreementAgreement by giving written notice thereof to Buyer and to Escrow Holder or to use its good faith efforts to cause such additional exception to be removed from title prior to the Closing. In If Seller is unable to cause such additional exception to be removed from title prior to the event Buyer so elects Closing (after electing to terminate this Agreementuse good faith efforts to attempt to do so), Seller shall refund the Xxxxxxx Money and any and all rights, liabilities or obligations of Seller and Buyer under then this Agreement shall terminate and the provisions of Section 7(e) shall apply. Notwithstanding the foregoing, if the Title Company discloses any new monetary encumbrances (except as contemplated by this Agreement) which are the result of actions of Seller or the Fee Owner, then Seller shall cause such monetary encumbrances to be of no further force removed from title at or effect except those which may have already accruedprior to Closing.

Preliminary Report. As soon as possible after the execution of this Agreement by Buyer and Seller, Seller shall make available endeavor to cause the Title Company to deliver to Buyer a current preliminary title report (the “Preliminary Report”) for a CLTA form owner's policy of title insurance issued by the Title Company Property showing the condition status of Seller's title to the PropertyProperty as of the date of the Preliminary Report, together with legible and complete copies of the underlying exceptions disclosed on Schedule B of such Preliminary Report (“Title Documents”). The Buyer shall have until fifteen (15) days after receipt of the Preliminary Report and all exceptions to title Title Documents (the "Preliminary Report"). Buyer shall “Title Review Period”) within which to give written notice to the Seller within ten (10) days after Buyer has received and Escrow Holder of any unacceptable exceptions to the Preliminary Report, which disapproval notice shall indicate Buyer’s specific grounds for disapproval. If any supplement or amendment to the Preliminary Report of is issued and shows any defects or encumbrances in Seller's title additional exception to which Buyer objects. Any defects or encumbrances in title shall be deemed approved title, including any results from any survey conducted by Buyer unless (which is other than any Permitted Exception and which materially adversely affects Buyer’s title, in Buyer’s sole discretion), the Buyer shall have until the later of the Title Review Period or five (5) business days from the date such supplement or amendment to the Preliminary Report together with legible and complete copies of underlying documents in connection therewith are provided to Buyer (the “Extended Title Review Period”) within which to give to the Seller receives written notice of Buyer's objections disapproval of such additional exception to title. Any exceptions which are timely disapproved of by Buyer pursuant to this Section 4.1 shall be herein collectively called the “Title Objections.” If Buyer fails to give notice of disapproval to the Seller within the relevant Title Review Period or Extended Title Review Period, as the case may be, then the Buyer shall conclusively be deemed to have approved the status of title as shown by the Preliminary Report, Title Documents and any supplement or amendment to the Preliminary Report, including any additional or modified Title Documents. If the Buyer gives to the Seller written notice of disapproval within the Title Review Period or Extended Title Review Period, as the case may be, then, at Seller’s sole discretion, Seller may elect (but shall not be obligated) to remove, or cause to be removed at its expense, on or before prior to the Close of Escrow, any Title Objections, which removal may be deemed effected by the issuance of title insurance eliminating or insuring against the effect of the Title Objections with assurances reasonably satisfactory to Buyer after issuance, without charge, of such dateinsurance in favor of subsequent lender, buyers, and tenants of the Property. Seller shall have the option of curing such defects and encumbrances to which Buyer timely objects and Seller shall notify Buyer in writing within ten five (105) business days of after receipt of Buyer's ’s notice of objections, which of Buyer's objections to title Title Objections whether Seller elects to cure use its commercially reasonable efforts to attempt to remove any Title Objections (provided, however, Seller shall not be required to actually cure any such defect until Closing“Seller’s Title Notice”). In Seller’s failure to so notify Buyer shall be deemed Seller’s election not to remove any Title Objections. If Seller is unable to remove or endorse over any Title Objections prior to the event Close of Escrow, or if Seller elects not to cure such defects remove one or encumbrancesmore Title Objections, then, within five (5) business days after Seller’s notification to Buyer, Buyer must elect, within three (3) days of being notified of Seller's election not to cure, to accept such defects or encumbrances in Seller's title as may provide Seller declines to cure (without adjustment to the Purchase Price) or, alternatively, and as its sole remedy, elect to terminate this Agreement. In the event Buyer so elects with notice that it has elected to terminate this Agreement, in which event the Deposit, less one-half (1/2) of any cancellation fees of Escrow Holder, shall be paid to Buyer by Escrow Holder and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement. If Buyer does not timely deliver written notice of such election to terminate, then Buyer shall be deemed to waive such Title Objections, in which event such Title Objections shall be deemed Permitted Exceptions and the Close of Escrow shall occur as herein provided without any reduction of or credit against the Purchase Price. If Seller fails, on or before the Close of Escrow, to cure or delete as exceptions to the Title Policy (as defined below) any Title Objections as to which Seller has agreed to use commercially reasonable efforts to cure or delete in Seller’s Title Notice, Buyer, as its sole right, shall refund elect either (i) to waive its disapproval of such Title Objections and proceed to the Xxxxxxx Money Close of Escrow (whereupon such waived Title Objections shall be deemed Permitted Exceptions), or (ii) to terminate this Agreement by giving Seller and Escrow Agent written notice of such election on or before the Close of Escrow, in which event Escrow Holder shall return the Deposit, less one-half (1/2) of any cancellation fees of Escrow Holder, to Buyer. If Buyer fails to give Seller and Escrow Holder written notice of its election of (i) or (ii) above on or before the Close of Escrow, Buyer shall be deemed to have waived its disapproval of such Disapproved Items and Buyer shall proceed to the Close of Escrow in accordance with the terms of this Agreement. Seller, in any event, shall be required to discharge and remove any and all rightsliens affecting the Property which secure an obligation to pay money and, liabilities or obligations of Seller and even though Buyer under this Agreement does not expressly disapprove such matters, such matters shall terminate and not be of no further force or effect except those which may have already accruedPermitted Exceptions.

Preliminary Report. Upon receipt of this Agreement, Seller shall make available to Buyer order from Escrow Holder for the approval of Buyer, at Seller’s expense, a preliminary title report for a CLTA form owner's policy of title insurance issued by on the Real Property. Seller shall request Title Company showing to issue its preliminary title report within five (5) business days, including copies of the condition of Seller's title documents giving rise to the Property, together with copies items of all exceptions to title thereto. Within thirty (the "Preliminary Report"). 30) business days thereafter Buyer shall give furnish Seller with a written notice to Seller within ten (10) days after Buyer has received the Preliminary Report statement of any defects or encumbrances in Seller's and all title matters to which Buyer objects. Any defects or encumbrances , including any such matter revealed by the survey referenced in title shall be deemed approved by Buyer unless Seller receives written notice of Buyer's objections on or before Subsection 6.3, if any (any such date. Seller shall have the option of curing such defects and encumbrances matters to which Buyer timely objects pursuant to this Section 6.4 are herein referred to as “Title Objections” and any matters to which it does not object are herein referred to as “Permitted Title Exceptions”). Seller shall notify Buyer within ten five (105) days of its receipt of Buyer's notice of objections, written notification hereunder which of Buyer's objections to title Seller elects to cure Title Objections (provided, however, Seller shall not be required to actually cure any such defect until Closing). In the event Seller elects not to cure such defects or encumbrances, Buyer must elect, within three (3if any) days of being notified of Seller's election not it agrees to cure, provided Seller must cure all Title Objections that are in the nature of liens or other encumbrances to accept secure the payment of money, irrespective of whether such defects liens or encumbrances in arise out of the actions or inactions of the Seller's title , provided there is an actual sum of money, disputed or undisputed, secured by any lien or encumbrance. Seller agrees to expend such money and take such other actions as may be necessary to correct or cure any Title Objections Seller declines has agreed to cure (without adjustment or is required to cure and to satisfy and cause to be released of record at the Purchase Price) or, alternatively, and as its sole remedy, elect close of escrow any such Title Objections. Seller shall have until the close of escrow to terminate this Agreementcure all Title Objections it agrees to cure or is required to cure hereunder. In the event Buyer so elects delivers notice to Seller of Title Objections and Seller does not agree to cure any Title Objections, Buyer may terminate this Agreement as specified in Subsection 9.2. If Buyer fails to terminate this Agreementthe Agreement in a timely manner under Subsection 9.2, Buyer shall be deemed to have waived the Title Objections; provided that Seller shall refund nevertheless be required to cure any Title Objections that Seller has agreed to cure or that Seller is required to cure under the Xxxxxxx Money and any and all rights, liabilities or obligations provisions of Seller and Buyer under this Agreement shall terminate and be of no further force or effect except those which may have already accruedSubsection.

Preliminary Report. Seller Title to the Property shall make available be ------------------ conveyed to Buyer the District at Close of Escrow free and clear of any and all liens, encumbrances and any other items affecting title other than the following exceptions (collectively "Permitted Exceptions"): (1) a preliminary title report lien for a CLTA form owner's policy of title insurance issued non-delinquent taxes and assessments; (2) any exceptions which the Report discloses, in addition to the foregoing, which are waived in writing by the Title Company showing District and which do not materially adversely interfere with the condition District's intended use of Seller's the Property as a school site; and (3) the printed exceptions in the title policy. Copies of the recorded exceptions appearing in the Report shall be delivered to the Seller and the District together with their respective copies of the Report within five (5) Business Days of the Effective Date. The District, by its execution of this Agreement, agrees that it will take title to the PropertyProperty subject to all the Permitted Exceptions. The District shall have fifteen (15) days after the Effective Date to approve or disapprove any items other than Permitted Exceptions appearing therein. If the District fails to deliver notice of disapproval to the Seller and Escrow Agent within such time period, together with copies of the District shall be deemed to have approved and accepted all exceptions to title (which the "Preliminary Report")Report and the survey respectively disclose. Buyer shall give If the District gives the Seller written notice that the District disapproves an item, and the Seller elects by written notice, within five (5) days of such notice or the expiration of the period in which the District is to Seller within give such notice, not to cure any such disapproved item, then the District shall have ten (10) days after Buyer has received the Preliminary Report delivery of any defects or encumbrances in the Seller's title notice of election not to cure the disapproved items either to waive its prior disapproval or to terminate this Agreement, in which Buyer objectscase the parties shall pay any Escrow cancellation charges and the Seller shall be released from its obligation under this Agreement of selling the Property to the District. Any defects or encumbrances in title The Seller's failure to deliver notice of its election not to cure any such disapproved item shall be deemed approved by Buyer unless Seller receives written notice of Buyer's objections on or before such date. Seller shall have to be the option of curing such defects and encumbrances to which Buyer timely objects and Seller shall notify Buyer within ten (10) days of receipt of Buyer's notice of objections, which of Buyer's objections to title Seller elects to cure (provided, however, Seller shall not be required to actually cure any such defect until Closing). In the event Seller elects not to cure such defects or encumbrances, Buyer must elect, within three (3) days of being notified of Seller's election not to so cure, . The District's failure to accept such defects or encumbrances in Sellerdeliver notice of its election to waive its prior disapproval shall be deemed to be the District's title as Seller declines to cure (without adjustment to the Purchase Price) or, alternatively, and as its sole remedy, elect election to terminate this Agreement. In the event Buyer so elects to terminate this Agreement, Seller shall refund the Xxxxxxx Money and any and all rights, liabilities or obligations of Seller and Buyer under this Agreement shall terminate and be of no further force or effect except those which may have already accrued.

Preliminary Report. Seller shall make available Title Company has delivered to Buyer a preliminary title report Title Company's Commitment for a CLTA form owner's policy of title insurance issued by the Title Company showing the condition of Seller's title to Insurance dated October 6, 2001 (Order No. OR-2117250) for the Property, together with copies of all exceptions to title the underlying documents referenced therein (the "Preliminary ReportPR"). Buyer shall give written notice to Seller within have ten (10) days after receipt of the PR and a survey of the Property to be ordered by Buyer has received (the Preliminary Report "PR Review Period") to review same. In no event shall the PR Period extend beyond the date that is forty-five (45) days after the Execution Date. If such review reveals any title matters (excluding any standard printed exceptions set forth in the PR) which are objectionable to Buyer, then Buyer shall, prior to the expiration of the PR Review Period, notify Seller and Escrow Holder, in writing ("Buyer's Objection Notice"), of any defects or encumbrances in such unacceptable title matters. Seller may, at Seller's title to which option, by notifying Buyer objects. Any defects or encumbrances in title shall be deemed approved by Buyer unless Seller receives written notice of Buyer's objections on or before such date. Seller shall have the option of curing such defects and encumbrances to which Buyer timely objects and Seller shall notify Buyer within ten writing five (105) business days of after receipt of Buyer's notice of objections, which of Objection Notice ("Seller's Cure Notice") elect to attempt to cure the unacceptable title matters disclosed in Buyer's objections Objection Notice, provided that Seller shall not be obligated to title attempt or successfully complete a cure and Seller elects to cure (provided, however, Seller and shall not be required to actually cure expend any such defect until Closing)funds or commence litigation to do so. In the event The Closing Date shall be extended, if necessary, in order for Seller elects not to attempt to cure such defects or encumbrances, Buyer must elect, unacceptable title matters should Seller elect to do so. If such cure cannot be accomplished within three thirty (330) days after the originally scheduled Closing Date, this Agreement shall terminate and the Deposit shall be returned to Buyer. If Buyer fails to give Buyer's Objection Notice prior to the expiration of being notified the PR Review Period, then the PR shall be conclusively deemed satisfactory to Buyer. Failure of Seller to deliver Seller's Cure Notice shall be deemed Seller's election not to cure, cure any of the unacceptable title matters set forth in Buyer's Objection Notice. If Seller fails to accept such defects or encumbrances in deliver Seller's title as Cure Notice, or if Seller declines to notifies Buyer that Seller will not cure (without adjustment to any such items, Buyer may, on or before the Purchase Price) or, alternatively, and as its sole remedyFeasibility Approval Date, elect to (i) withdraw Buyer's Objection Notice in which case Buyer shall be deemed to have waived its objection, or (ii) terminate this Agreement. In the Agreement by written notice to Seller, in which event Buyer so elects to terminate this Agreement, Seller shall refund the Xxxxxxx Money and any and all rights, liabilities or obligations of Seller and Buyer under this Agreement shall terminate and the Deposit shall be returned to Buyer. Seller shall satisfy any deeds of no further force trust, delinquent taxes or effect except other monetary liens shown in the PR, and none of such items shall be deemed "Permitted Exceptions" (as defined below). Buyer shall be obligated to accept title to the Property at the Close of Escrow subject to the following exceptions (collectively, "Permitted Exceptions"): (i) those exceptions set forth in the PR which may have already accruedbeen approved (or deemed approved) by Buyer, (ii) all nondelinquent real property taxes and assessments not yet due and payable, and (iii) any other title exception caused directly or indirectly by Buyer. Conclusive evidence of the availability of such title shall be the willingness of Title Company to issue to Buyer on the Closing Date the Buyer's Title Policy (as hereinafter defined) complying with the requirements of Section 3.9.2 below.

Preliminary Report. Seller As soon as possible after the Effective Date, Escrow Holder shall make available deliver to Buyer a preliminary copy of the Preliminary Report and any exceptions to title report for a CLTA form owner's policy listed on the Preliminary Report. Upon receipt of title insurance issued by the Title Company showing the condition of Seller's title to the PropertyPreliminary Report, together map with plotted easements and copies of all of documents referred to above, Buyer shall have ten (10) days within which to notify Seller in writing of any exceptions to title disclosed thereby other than those described in Section 3(a) above that Buyer, in its reasonable discretion, disapproves (the "Preliminary Report"“Objectionable Exceptions”). If Buyer notifies Seller of one or more Objectionable Exceptions, Seller shall give written notice to Seller within have ten (10) days after receipt of such written notice (the "Objection Response Period") to (i) remove or agree to remove the Objectionable Exception(s) prior to the Close of Escrow, and proceed to close the sale; or (ii) refuse to remove the Objectionable Exception(s), in which case Buyer has received may elect to waive its objection (with any such objections thereafter being deemed Permitted Exceptions) and close the Preliminary Report sale, or withdraw its offer to purchase the Property by providing Seller notice of such withdrawal in writing within five (5) days after the last day of the Objection Response Period (the "Title Review Period") and receive a refund of the Deposit (to the extent paid into the Escrow), whereupon neither Party shall have any defects further obligation to sell or encumbrances in Seller's title purchase the Property. Buyer’s failure to which Buyer objects. Any defects provide such written notice of withdrawal to Seller on or encumbrances in title before the end of the Title Review Period shall be deemed approved by Buyer unless Seller receives written notice to constitute Buyer’s acceptance of Buyer's objections on or before such date. Seller the Property and intention to complete the purchase thereof in accordance with the terms of this Agreement and the Deposit shall have become non-refundable except in the option of curing such defects and encumbrances to which Buyer timely objects and Seller shall notify Buyer within ten (10) days of receipt of Buyer's notice of objections, which of Buyer's objections to title Seller elects to cure (provided, however, Seller shall not be required to actually cure any such defect until Closing). In the event Seller elects not to cure such defects or encumbrances, Buyer must elect, within three (3) days of being notified case of Seller's election not to cure, to accept such defects or encumbrances in Seller's title as Seller declines to cure (without adjustment to the Purchase Price) or, alternatively, and as its sole remedy, elect to terminate this Agreement. In the event Buyer so elects to terminate this Agreement, Seller shall refund the Xxxxxxx Money and any and all rights, liabilities or obligations of Seller and Buyer ’s material default under this Agreement shall terminate and be of no further force or effect except those which may have already accruedBuyer's inability to obtain the Financing.