Common use of Required Title Condition Clause in Contracts

Required Title Condition. Title to the Property shall be conveyed to Buyer subject only to the following matters: (i) current, non-delinquent real estate taxes and assessments; (ii) the matters set forth in the Preliminary Report and permitted by Buyer, in Buyer’s sole and absolute discretion, as part of the Title Policy (as defined below); and (iii) any other matters approved in writing by Buyer, in Buyer’s sole and absolute discretion (collectively, the “Required Title Condition”); provided however, that if Buyer fails to object, in writing, to any matters set forth in the Preliminary Report and/or reflected on or missing from the Survey prior to the fifth (5th) Business Day prior to the expiration of the Due Diligence Period (as defined in Section 3.2 below), such matters shall be deemed approved by Buyer, and the Property may be conveyed to Buyer subject to such matters, except as otherwise provided herein (the “Permitted Defects”). Within four (4) Business Days after the date on which Seller receives notification from Buyer of any objections to matters set forth on the Preliminary Report and/or reflected on or missing from the Survey (each, an “Unpermitted Defect”), Seller shall advise Buyer in writing whether Seller intends to cure any such Unpermitted Defect in the manner specified below and, if so, Seller shall thereupon promptly proceed to cure such Unpermitted Defect. If Seller declines to cure any such Unpermitted Defect, or if Seller is unable on or prior to the Closing Date to cure such Unpermitted Defect to Buyer’s reasonable satisfaction, then Buyer shall, within three (3) business days of receipt of notice of Seller’s election not to cure, or notice of Seller’s failure to cure (as applicable), at its option, (a) waive such Unpermitted Defect by proceeding to Closing as provided in this Agreement and such defects shall become Permitted Defects, or (b) terminate this Agreement in writing, in which event the Deposit (less the Independent Contract Consideration) shall be returned to Buyer within one (1) Business Day after such termination and each party shall thereupon be released from all further obligations hereunder (except as otherwise provided herein). Notwithstanding anything contained in this Section 2.2 to the contrary, Seller shall be obligated, at its sole cost and expense, to satisfy, at or prior to Closing, (i) all deeds of trust or mortgages affecting title to the Property, and ancillary documents related to such deeds of trust or mortgages (such as financing statements and assignments of leases and rents); and (ii) all other monetary encumbrances affecting the Property evidenced by deeds of trust or mortgages, tax liens, judgments, mechanics’ liens and/or other liens or charges arising out of the acts of Seller [(i) and (ii) are hereinafter collectively referred to as “Monetary Liens”]. Seller authorizes the use of the Purchase Price or a portion thereof to pay and discharge any Monetary Liens at Closing.

Required Title Condition. Title to Within twenty-five (25) days after the Property Effective Date, Buyer shall be conveyed to Buyer subject only to either approve in writing the following matters: (i) current, non-delinquent real estate taxes and assessments; (ii) the matters set forth exceptions contained in the Preliminary Report and permitted by Buyer, in Buyer’s sole and absolute discretion, as part of the Title Policy (as defined below); and (iii) any other matters approved or specify in writing any exceptions to which Buyer objects; all exceptions not objected to shall be referred to as “Approved Exceptions,” except for the liens of deeds of trust or other monetary obligations to which Buyer shall not be obligated to object to and which shall not in any event constitute Approved Exceptions and shall be removed by Buyer, in Buyer’s sole and absolute discretion (collectively, the “Required Title Condition”); provided however, that if Buyer fails to object, in writing, to any matters set forth in the Preliminary Report and/or reflected on or missing from the Survey Seller prior to the fifth Close of Escrow. Seller shall have five (5th5) Business Day days after Buyer delivers such notice to advise Buyer of any disapproved exceptions which will not be removed from title by Seller prior to the expiration Close of Escrow (other than the liens of deeds of trust or other monetary obligations which Seller shall be required to remove prior to such the Close of Escrow). During the remainder of the Due Diligence Period (as defined in Section 3.2 below), such matters shall be deemed approved by Buyer, and the Property Buyer may be conveyed elect to Buyer subject to such matters, except as otherwise provided herein (the “Permitted Defects”). Within four (4) Business Days after the date on which Seller receives notification from Buyer of any objections to matters set forth on the Preliminary Report and/or reflected on or missing from the Survey (each, an “Unpermitted Defect”), Seller shall advise Buyer in writing whether Seller intends to cure any such Unpermitted Defect in the manner specified below and, if so, Seller shall thereupon promptly proceed to cure such Unpermitted Defect. If Seller declines to cure any such Unpermitted Defect, or if Seller is unable on or prior to the Closing Date to cure such Unpermitted Defect to Buyer’s reasonable satisfaction, then Buyer shall, within three (3) business days of receipt of notice of Seller’s election not to cure, or notice of Seller’s failure to cure (as applicable), at its option, (a) waive such Unpermitted Defect by proceeding to Closing as provided in terminate this Agreement and such defects shall become Permitted Defects, or recover the Deposit (bif previously made) terminate this Agreement in writingand any interest actually earned thereon, in which event the Deposit (less parties shall have no further rights or obligations hereunder; or, alternatively, Buyer may elect to classify the Independent Contract Consideration) exceptions contained in the Seller’s notice as Approved Exceptions. At the Close of Escrow, Seller shall be returned convey to Buyer within one (1or to such other person or entity as may be specified in Buyer’s escrow instructions) Business Day after such termination marketable fee title to the Property subject only to (i) a lien for then current taxes not yet delinquent, and each party (ii) the Approved Exceptions (collectively, the “Permitted Exceptions”). Immediately following recordation of the Grant Deed, Escrow Holder shall thereupon be released from all further obligations hereunder issue to Buyer an A.L.T.A. extended coverage owner’s policy of title insurance, with coverage in the amount of the purchase price for the Property, showing fee simple title to the Property vested in Buyer, subject only to the Permitted Exceptions (except as otherwise provided hereinthe “Title Policy”). At the Close of Escrow, Seller will execute and acknowledge an owner’s affidavit in Escrow Holder’s customary form. Notwithstanding anything contained in this Section 2.2 to the contrary, Seller shall be obligated, at its sole cost and expense, to satisfy, at or prior to Closing, (i) all deeds of trust or mortgages affecting title to the Property, and ancillary documents related to such deeds of trust or mortgages (such as financing statements and assignments of leases and rents); and (ii) all other monetary encumbrances affecting the Property evidenced by deeds of trust or mortgagestrust, tax liens, judgments, mechanics’ liens and/or other liens or charges arising out of the acts of Seller [(i) in a fixed sum, and (ii) are hereinafter collectively referred to as “Monetary Liens”]. Seller authorizes the use of the Purchase Price or a portion thereof to pay and discharge any Monetary Liens the same at Closing.

Required Title Condition. Title Merchantable and unencumbered (except as set forth below) title to the Property shall be conveyed to Buyer subject only to the following matters: (ia) current, non-delinquent real estate taxes and assessments; , (iib) the matters set forth in the Preliminary Report and permitted by Buyer, in Buyer’s sole and absolute discretion, as part of the Title Policy (as defined below); and , (iiic) any other matters arising after the Effective Date approved in writing by Buyer, Buyer in Buyer’s reasonable discretion prior to the end of the Due Diligence Period (as defined below) and sole and absolute discretion thereafter, and (d) any other matter of record or survey that Seller does not agree to remove from the deed or act of sale, in Seller’s sole discretion, except as required below (collectively, the “Required Title Condition”); provided however, that if Buyer fails to object, in writing, to any matters set forth in the Preliminary Report and/or reflected on or missing from the Survey prior to the fifth (5th) Business Day prior to the expiration of the Due Diligence Period (as defined in Section 3.2 below), such matters shall be deemed approved by Buyer, and the Property may be conveyed to Buyer subject to such matters, except as otherwise provided herein (the “Permitted Defects”). Within four (4) Business Days after the date on which Seller receives notification from Buyer of any objections to matters set forth on the Preliminary Report and/or reflected on or missing from the Survey (each, an “Unpermitted Defect”), Seller shall advise Buyer in writing whether Seller intends to cure any such Unpermitted Defect in the manner specified below and, if so, Seller shall thereupon promptly proceed to cure such Unpermitted Defect. If Seller declines to cure any such Unpermitted Defect, or if Seller is unable on or prior to the Closing Date to cure such Unpermitted Defect to Buyer’s reasonable satisfaction, then Buyer shall, within three (3) business days of receipt of notice of Seller’s election not to cure, or notice of Seller’s failure to cure (as applicable), at its option, (a) waive such Unpermitted Defect by proceeding to Closing as provided in this Agreement and such defects shall become Permitted Defects, or (b) terminate this Agreement in writing, in which event the Deposit (less the Independent Contract Consideration) shall be returned to Buyer within one (1) Business Day after such termination and each party shall thereupon be released from all further obligations hereunder (except as otherwise provided herein). Notwithstanding anything contained in this Section 2.2 to the contrary, Seller shall be obligated, at its sole cost and expense, to satisfy, satisfy at or prior to Closing, (i) Closing all deeds of trust or mortgages affecting title to the Property, and ancillary documents related to such deeds of trust or mortgages (such as financing statements and assignments of leases and rents); and (ii) all other monetary encumbrances affecting the Property that are evidenced by deeds of trust or mortgagestrust, tax liens, judgments, mechanics’ liens and/or liens, or other liens or charges arising out of the acts of Seller [in a fixed sum (i) and (ii) are hereinafter collectively referred to as each a “Monetary LiensEncumbrance”]. ), and Seller authorizes the use of the Purchase Price or a portion thereof to pay and discharge any Monetary Liens the same at Closing. If Buyer does not terminate this Agreement on or before the expiration of the Due Diligence Period (as defined below), Buyer will be deemed to have approved all matters set forth in (a) through (d) above; provided however, that unless Buyer expressly provides so in writing, Buyer shall never be deemed to have approved (i) any Money Encumbrance, (ii) items that appear of record after the date of the Preliminary Report of which Buyer receives actual notice after the expiration of the Due Diligence Period, and (iii) any matter Seller shall have expressly undertaken to satisfy on or before Closing, if any.

Required Title Condition. Title to the Property shall be conveyed to Buyer subject only to the following matters: (i) current, non-delinquent real estate taxes and assessments; (ii) the matters set forth in the Preliminary Report and permitted by Buyer, in Buyer’s sole and absolute discretion, as part of the Title Policy (as defined below); and (iii) any other matters approved in writing or deemed approved by Buyer, in Buyer’s sole and absolute discretion Buyer (collectively, the “Required Title Condition”); provided however. Notwithstanding the foregoing, that if Buyer fails to object, in writing, to any matters set forth in the Preliminary Report and/or reflected on or missing from the Survey prior to the fifth (5th) Business Day prior to the expiration shall permit as part of the Due Diligence Period Title Policy and Required Title Condition (as defined in Section 3.2 below), such a) rights of tenants under applicable and disclosed written leases; (b) zoning ordinances and other applicable laws and regulations; and (c) the state of facts that an accurate survey would disclose (together with other matters shall be approved or deemed approved by Buyer, and the Property may be conveyed to Buyer subject to such matters, except as otherwise provided herein (the “Permitted DefectsExceptions”). Buyer shall notify Seller in writing no later than ten (10) days following receipt of the Title Commitment, of any matter shown on the Title Commitment (other than the Permitted Exceptions detailed above) or Survey which is not acceptable to Buyer (each a “Title Defect”) (such notice referred to herein as “Buyer’s Title Defect Notice”). Within four five (45) Business Days after the date on which days of Seller’s receipt of Buyer’s Title Defect Notice, Seller receives notification from shall respond to Buyer of in writing indicating what, if any objections action, Seller shall take with respect to matters set forth on the Preliminary Report and/or reflected on or missing from the Survey any Title Defect (each, an “Unpermitted DefectSeller’s Title Defect Response”), and to the extent Seller shall advise Buyer in writing whether Seller intends has elected to cure any such Unpermitted Defect in the manner specified below and, if soTitle Defect, Seller shall thereupon promptly proceed to cure such Unpermitted Defect. If Seller declines to cure any such Unpermitted Defect, or if Seller is unable on or prior to have until the Closing Date to cure have such Unpermitted Defect matters removed from the Title Commitment or to correct such Title Defects and cause the Title Commitment to be revised and reissued without such items or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such matters or Title Defects without additional cost to Buyer’s reasonable satisfaction, then Buyer shall, within . Within three (3) business days Business Days of Buyer’s receipt of notice of Seller’s election not to cureTitle Defect Response, or notice of Buyer shall notify Seller whether the corrective action for any Title Defect as described in Seller’s failure Title Defect Response is not satisfactory. If Buyer objects to cure Seller’s proposed inaction or corrective action, then Buyer shall so state in its notification to Seller, and Buyer shall elect to either (as applicable), at its option, (a) waive such Unpermitted Defect by proceeding to Closing as provided in this Agreement and such defects shall become Permitted Defects, or (bi) terminate this Agreement in writing, in which event (and the Deposit (less the Independent Contract Consideration) shall be returned to Buyer), or (ii) accept Seller’s proposed corrective action and waive all rights to further object to such Title Defects subject to Seller completing the stated corrective action, and all other Title Defects as set forth in Buyer’s Title Defect Notice shall be deemed Permitted Exceptions. To the extent Seller has elected to address any Title Defects, in the event Seller fails to have such matters removed or corrected, or in the alternative, to obtain the revised Title Commitment specified above within the specified time, then Buyer within one may, upon notice to Seller either (1i) Business Day after such termination terminate this Agreement (and each party the Deposit shall thereupon be released from all further obligations hereunder returned to Buyer) or (except ii) accept title (and/or any matters shown on the any survey conducted) as otherwise provided herein)it then exists. Failure of Buyer to reply to Seller’s Title Defect Response, shall be deemed to be an election of Buyer to terminate the Agreement and the Deposit shall be returned to Buyer. Notwithstanding anything contained in this Section 2.2 to the contrarycontrary and with the exception of the Loan and any and all associated costs and fees (which is to be assumed by Buyer), Seller shall be obligated, at its sole cost and expense, to satisfy, or otherwise insure or bond over, at or prior to Closing, (i) all deeds of trust or mortgages affecting title to the Property, and ancillary documents related to such deeds of trust or mortgages (such as financing statements and assignments of leases and rents); and (ii) all other monetary encumbrances affecting the Property evidenced by deeds of trust or mortgages, tax liens, judgments, mechanics’ liens and/or other liens or charges arising out of the acts of Seller [(i) and (ii) are hereinafter collectively referred to as “Monetary Liens”]. Seller authorizes the use of the Purchase Price or in a portion thereof to pay and discharge any Monetary Liens at Closingfixed sum caused by Seller.

Required Title Condition. Title to the Property shall be conveyed to Buyer subject only to the following matters: (i) current, non-delinquent real estate taxes and assessments; (ii) the matters set forth in the Preliminary Report and permitted not objected to, in writing, by Buyer within fifteen (15) days of Buyer’s receipt of the Preliminary Report, in Buyer’s sole and absolute discretion, as part of the Title Policy (as defined below); (iii) documents evidencing or securing the Loan; and (iiiiv) any other matters approved in writing by Buyer, in Buyer’s sole and absolute discretion (collectively, the “Required Title Condition”); provided however, that if . In the event Buyer fails provides written notice of objections to object, in writing, to any matters set forth in the Preliminary Report and/or reflected on or missing from the Survey prior to the fifth Report, Seller shall have five (5th5) Business Day prior to the expiration days following its receipt of the Due Diligence Period (as defined in Section 3.2 below), such matters shall be deemed approved by Buyer, and the Property may be conveyed to Buyer subject to such matters, except as otherwise provided herein written objections (the “Permitted Defects”). Within four (4) Business Days after the date on which Seller receives notification from Buyer of any objections to matters set forth on the Preliminary Report and/or reflected on or missing from the Survey (each, an “Unpermitted DefectCure Period”), Seller shall advise to: (i) inform Buyer in writing whether that the objections shall be remedied on or before the Closing Date; (ii) provide Buyer with a revised Preliminary Report removing said objections; or (iii) inform Buyer in writing that Seller intends is unable or unwilling to cure any such Unpermitted Defect in the manner specified below and, if so, Seller shall thereupon promptly proceed to cure such Unpermitted Defectremedy Buyer’s objection(s). If Seller declines to cure any such Unpermitted Defect, or if informs Buyer in writing that Seller is unable on or prior unwilling to remedy the Closing Date to cure such Unpermitted Defect to Buyer’s reasonable satisfactionobjections within the foregoing period, then Buyer shall, within three (3) business days of receipt of notice of Seller’s election not to cure, or notice of Seller’s failure to cure (as applicable)Buyer, at its option, may either: (ai) waive such Unpermitted Defect by proceeding any its objections and proceed to Closing as provided with Buyer accepting title in this Agreement and such defects shall become Permitted Defectsthe condition which Seller is able to convey, without reduction to the Purchase Price, or (bii) terminate this Agreement in writingAgreement, in which event Buyer shall be entitled to a refund of the Deposit and the parties shall have no further liability or obligation under this Agreement, with the exception of Buyer’s and Seller’s respective indemnity and restoration obligations which expressly survive termination. Buyer shall provide Seller with written notice of its election within five (less 5) days from the Independent Contract Consideration) expiration of the Cure Period. If Buyer fails to timely notify Seller of its election, Buyer shall be returned conclusively deemed to Buyer within one (1) Business Day after such termination and each party shall thereupon be released from all further obligations hereunder (except as otherwise provided herein)have terminated this Agreement. Notwithstanding anything contained in this Section 2.2 to the contrary, Seller shall be obligated, at its sole cost and expense, to satisfy, at or prior to Closing, (i) all deeds of trust or mortgages affecting title to the Property, and ancillary documents related to such deeds of trust or mortgages (such as financing statements and assignments of leases and rents); and (ii) all other monetary encumbrances affecting the Property caused by Seller and evidenced by deeds of trust or mortgagestrust, tax liens, judgments, mechanics’ liens and/or other liens or charges arising out in a fixed sum (other than liens of the acts of Seller [(i) instruments securing the Loan), and (ii) are hereinafter collectively referred to as “Monetary Liens”]. Seller authorizes the use of the Purchase Price or a portion thereof to pay and discharge any Monetary Liens the same at Closing.

Required Title Condition. Title to Seller’s ground leasehold interest under the Property Ground Lease shall be conveyed transferred to Buyer subject only to the following matters: (i) current, non-delinquent real estate taxes and assessments; , (ii) the matters set forth in the Preliminary Report and permitted by Buyer, in Buyer’s sole and absolute discretion, as part of the each Title Policy (as defined below); and , (iii) the Ground Lease and the Tenant Leases, (iv) any other matters approved in writing by Buyer, Buyer in Buyer’s sole and absolute discretion discretion, and (v) matters caused by, through or under Buyer (collectively, the “Required Title Condition”); provided however, that if Buyer fails to object, in writing, to any matters set forth in the any Preliminary Report and/or reflected on or missing from the any Survey prior to the fifth seventh (5th7th ) Business Day prior to the expiration of the Due Diligence Period (as defined in Section 3.2 below)Period, such matters shall be deemed approved by Buyer, and the Property may be conveyed to Buyer subject to such matters, except as otherwise provided herein (the “Permitted Defects”)herein. Within four six (46) Business Days after the date on which Seller receives notification from Buyer of any objections to matters set forth on the any Preliminary Report and/or reflected on or missing from the Survey (each, an “Unpermitted Defect”), Seller shall advise Buyer in writing whether Seller intends to cure any such Unpermitted Defect in the manner specified below and, if so, Seller shall thereupon promptly proceed to cure such Unpermitted Defect. If Seller declines to cure any such Unpermitted Defect, or if Seller is unable fails, despite its reasonable efforts, to cure any Unpermitted Defect on or prior to the Closing Date to cure such Unpermitted Defect to the Buyer’s reasonable satisfaction, then Buyer shall, within three (3) business days of receipt of notice of Seller’s election not to cure, or notice of Seller’s failure to cure (as applicable), at its option, : (a) waive such Unpermitted Defect by proceeding to Closing as provided in this Agreement and such defects shall become Permitted Defects, Agreement; or (b) terminate the entirety of this Agreement in writing, in which event the Deposit (less the Independent Contract Consideration) shall be returned to Buyer within one (1) Business Day after such termination and each party shall thereupon be released from all further obligations hereunder (except as otherwise provided herein). Notwithstanding anything contained in this Section 2.2 to the contrary, Seller shall be obligated, at its sole cost and expense, to satisfy, satisfy at or prior to Closing, (i) Closing all deeds liens and encumbrances related to Seller’s mortgage financing and other monetary liens and encumbrances of trust or mortgages affecting title to the Propertya fixed sum granted by Seller, and ancillary documents related to such deeds of trust or mortgages (such as financing statements and assignments of leases and rents); and (ii) all other monetary encumbrances affecting the Property evidenced by deeds of trust or mortgagestrust, tax liens, judgments, mechanics’ liens and/or liens, or other liens or charges arising out of the acts of Seller [(i) in a fixed sum not to exceed $200,000.00, and (ii) are hereinafter collectively referred to as “Monetary Liens”]. Seller authorizes the use of the Purchase Price or a portion thereof to pay and discharge any Monetary Liens the same at Closing. Except as expressly provided herein, Seller shall have no obligation to cure any Unpermitted Defect unless Seller affirmatively agrees to do so in writing.

Required Title Condition. Title to the Property shall be conveyed to Buyer subject only to the following matters: (i) current, non-delinquent real estate taxes and assessments; (ii) the matters set forth in the Preliminary Report and permitted by Buyer, in Buyer’s sole and absolute discretion, as part of the Title Policy (as defined below); and (iii) any other matters approved in writing by Buyer, in Buyer’s sole and absolute discretion (collectively, the “Required Title Condition”); provided however, that if Buyer fails to object, in writing, to any matters set forth in the Preliminary Report and/or reflected on or missing from the Survey prior to the fifth (5th) Business Day prior to the expiration of the Due Diligence Period (as defined in Section 3.2 below), such matters shall be deemed approved by Buyer, and the Property may be conveyed to Buyer subject to such matters, except as otherwise provided herein (the “Permitted Defects”)herein. Within four (4) Business Days after the date on which Seller receives notification from Buyer of any objections to matters set forth on the Preliminary Report and/or reflected on or missing from the Survey (each, an “Unpermitted Defect”), Seller shall advise Buyer in writing whether Seller intends to cure any such Unpermitted Defect in the manner specified below and, if so, Seller shall thereupon promptly proceed to cure such Unpermitted Defect. If Seller declines to cure any such Unpermitted Defect, or if Seller is unable on or prior to the Closing Date to cure such Unpermitted Defect to the Buyer’s reasonable satisfactionsatisfaction despite exercising commercially reasonable efforts to do so, then Buyer shall, within three (3) business days of receipt of notice of Seller’s election not to cure, or notice of Seller’s failure to cure (as applicable), at its option, (a) waive such Unpermitted Defect by proceeding to Closing as provided in this Agreement and such defects shall become Permitted DefectsAgreement, or (b) terminate this Agreement in writing, in which event the Deposit (less the Independent Contract Consideration) shall be returned to Buyer within one (1) Business Day after such termination and each party shall thereupon be released from all further obligations hereunder (except as otherwise provided herein). In addition to the foregoing, in the event that Seller does not exercise commercially reasonable efforts to cure any Unpermitted Defect that it has notified Buyer it will cure, Buyer shall have the remedies available to it under Section 6.2 below. Notwithstanding anything contained in this Section 2.2 to the contrary, Seller shall be obligated, at its sole cost and expense, to satisfy, at or prior to Closing, (i) all deeds of trust or mortgages to secure debt affecting fee title to the Property, and ancillary documents related to such deeds of trust or mortgages to secure debt (such as financing statements and assignments of leases and rents); and (ii) all other monetary encumbrances affecting the Property evidenced by deeds of trust or mortgagesto secure debt, tax liens, judgments, mechanics’ liens and/or other liens or charges arising out of the acts of Seller Seller, in a fixed sum not to exceed $25,000.00 [(i) and (ii) are hereinafter collectively referred to as “Monetary Liens”]] (this reimbursement obligation will expressly exclude any Monetary Liens created under any Tenant of the Property unless Seller has provided notice RP / DP Initials under Section 4.5.1 below that it will be responsible for such Monetary Liens arising from Tenant work). Seller authorizes the use of the Purchase Price or a portion thereof to pay and discharge any Monetary Liens at Closing, and Seller’s failure to comply with the obligation set forth in the foregoing sentence shall be a default under this Agreement, entitling Buyer to the remedies set forth in Section 6.2 below. In the event that any monetary encumbrances affecting the Property evidenced by leasehold deeds to secure debt, tax liens, judgments, mechanics’ liens and/or other liens or charges in a fixed sum exceeding Twenty Five Thousand and No/100 Dollars ($25,000.00) arise between the date of the Preliminary Report and the Closing Date (collectively, “Unpermitted Monetary Liens”), Buyer shall give written notice of such Unpermitted Monetary Liens to Seller, and Seller shall within one (1) Business Day notify Buyer of whether it elects to cure such Unpermitted Monetary Liens (provided that Seller shall be obligated to cure any Unpermitted Monetary Lien if it has notified Buyer under Section 4.5.1 below that it will be responsible for such Unpermitted Monetary Liens arising from Tenant work). If Seller does not elect to cure such Unpermitted Monetary Liens, Buyer shall within one (1) Business Day of receipt of Seller’s notice notify Seller in writing of whether it intends to (A) waive such Unpermitted Monetary Liens by proceeding to Closing as provided in this Agreement, in which event Buyer shall receive a credit in the amount of Twenty Five Thousand and No/100 Dollars ($25,000.00) against the Purchase Price, or (B) terminate this Agreement in writing, in which event the Deposit shall be returned to Buyer within one (1) Business Day after such termination, and if such Unpermitted Monetary Lien was caused by the acts of Seller (and not any Tenant of the Property unless Seller has provided notice under Section 4.5.1 below that it will be responsible for such Unpermitted Monetary Liens arising from Tenant work), Seller shall reimburse Buyer for its actual out of pocket expenses incurred in connection with this Agreement, up to a maximum of Twenty Five Thousand and No/100 Dollars ($25,000.00), and each party shall thereupon be released from all further obligations hereunder (except as otherwise provided herein). The Closing Date shall be extended by the number of days necessary for Buyer and Seller to provide the notifications required above. Seller’s reimbursement obligation under this section shall survive the termination of this Agreement.