Common use of Review of Title Clause in Contracts

Review of Title. If any exceptions appear in a Commitment that are unacceptable to Purchaser, Purchaser shall notify Seller in writing of such objections (the “Purchaser’s Title Objections”) on or before August 31, 2018 (the “Title Objection Deadline”). “Permitted Exceptions” shall refer to (i) all exceptions other than Purchaser’s Title Objections which are not otherwise waived, (ii) all exceptions which are caused or created by or under Purchaser or its agents, contractors, or employees, (iii) taxes not yet delinquent, (iv) all Leases of the Property or any portion thereof, and (v) all zoning restrictions. Seller shall have no obligation to cure Purchaser’s Title Objections, to bring any action or proceeding, or otherwise to incur any expense whatsoever to eliminate, cure, or modify Purchaser’s Title Objections, except for monetary liens of an ascertainable amount created by Seller or Seller’s actions, which liens Seller shall cause to be released at or prior to Closing and which may be satisfied from the proceeds of the sale contemplated by this Agreement. Within three (3) days after Seller’s receipt of Purchaser’s Title Objections, Seller shall deliver written notice to Purchaser advising Purchaser whether Seller intends to cure any of Purchaser’s Title Objections (the “Response Notice”). Seller’s failure to timely deliver the Response Notice to Purchaser within such three (3) day period shall be deemed to constitute an election by Seller not to cure Purchaser’s Title Objections. If Seller elects (or is deemed to have elected) not to cure any of Purchaser’s Title Objections with respect to a specific Property or Properties, then Purchaser may elect by written notice to Seller given within one (1) day after receipt of Seller’s Response Notice to (i) remove the subject Properties from the Properties being sold to Purchaser and pay only the Allocated Purchase Price of such Properties being purchased, (ii) waive Purchaser’s Title Objections, consummate the transaction contemplated herein, and accept such title as Seller has elected to deliver without any reduction in Purchase Price or (iii) mutually agree with Seller to a Purchase Price adjustment for such Property. The failure of Purchaser to timely send notice to Seller of Purchaser’s election in the preceding sentence shall be deemed to mean that Purchaser has elected item (i) of the preceding sentence.

Review of Title. a. Buyer has conducted a review of the Owned Real Estate, Real Property Leases and Easements, including permits and licenses, to determine whether Seller has good title thereunder and whether any consents or approvals are required for their assignment. At Buyer's request, Seller will provide Buyer with continuing access to Seller's right-of-way files covering the Owned Real Estate, Real Property Leases and Easements. If consents or approvals are required for assignment of any exceptions appear in a Commitment part of the Owned Real Estate, Real Property Leases, or Easements, Seller shall endeavor to obtain such consents and/or approvals, provided that are unacceptable to Purchaser, Purchaser shall notify Seller in writing of such objections (the “Purchaser’s Title Objections”) on or before August 31, 2018 (the “Title Objection Deadline”). “Permitted Exceptions” shall refer to (i) all exceptions other than Purchaser’s Title Objections which are Seller shall not otherwise waivedbe required to incur any expense beyond Seller's usual overhead expense, (ii) all exceptions which are caused Buyer shall cooperate in obtaining any such consents and or created by or under Purchaser or its agents, contractors, or employees, approvals and (iii) taxes not yet delinquentBuyer shall execute any reasonable documentation requested by the parties whose consent or approval may be required. b. Seller has disclosed the defects, (iv) all Leases deficiencies or exceptions in the Easements of the Property or any portion thereof, and (v) all zoning restrictionswhich it is aware. Seller shall have no obligation not be obligated to cure Purchaser’s Title Objectionsany defects, deficiencies or exceptions with respect to bring any action the items identified in Exhibit M-1. With respect to the items described on Exhibit M-2 and other defects or proceeding, or otherwise to incur any expense whatsoever to eliminate, cure, or modify Purchaser’s Title Objections, except for monetary liens deficiencies in the Easements of an ascertainable amount created by which Buyer becomes aware and notifies Seller or Seller’s actions, which liens Seller shall cause to be released at or prior to Closing and which may be satisfied from the proceeds of the sale contemplated by this Agreement. Within three (3) in writing within 120 days after Seller’s receipt of Purchaser’s Title ObjectionsClosing, Seller shall deliver written notice to Purchaser advising Purchaser whether Seller intends to cure any and eliminate such defects or deficiencies within the later of Purchaser’s Title Objections one (the “Response Notice”). Seller’s failure to timely deliver the Response Notice to Purchaser within such three 1) year after Closing or one (31) day period shall be deemed to constitute an election by Seller not to cure Purchaser’s Title Objections. If Seller elects (or is deemed to have elected) not to cure any of Purchaser’s Title Objections with respect to a specific Property or Properties, then Purchaser may elect by year after Buyer's written notice to Seller describing such defect or deficiency ("Cure Period"). In the event Seller is unable to cure and eliminate any such defects or deficiencies described on Exhibit M-2 or of which Buyer has given within one (1) day after receipt of Seller’s Response Notice to Seller timely notice, Seller shall, as Buyer's sole remedy, (i) remove the subject Properties from the Properties being sold to Purchaser and pay only the Allocated Purchase Price indemnify Buyer against any Liabilities arising as a result of such Properties being purchaseddefects or deficiencies of which Buyer has given Seller timely notice as provided in this Section 6.5(b), and (ii) waive Purchaser’s Title Objectionspay Buyer its reasonable cost of re-routing the System around the deficient or defective right(s)-of-way, consummate including, without limitation, all costs incurred for rights-of-way and easements. Further, during the transaction contemplated hereinCure Period, and accept Seller shall indemnify Buyer against any Liabilities arising as a result of such title defects or deficiencies described on Exhibit M-2 or of which Buyer has given Seller timely notice as Seller has elected to deliver without any reduction provided in Purchase Price or (iii) mutually agree with Seller to a Purchase Price adjustment for such Property. The failure of Purchaser to timely send notice to Seller of Purchaser’s election in the preceding sentence shall be deemed to mean that Purchaser has elected item (i) of the preceding sentencethis Section 6.5(b).

Review of Title. Purchaser shall have until 5:00 p.m. Eastern Standard Time on the date that is fifteen (15) days after delivery of the Title Commitment, Title Documents and Survey (collectively, "Title Evidence") (the "Title Approval Date") to review the Title Evidence and render any objections as to matters of title in writing to Seller. Any matters shown in the Title Evidence not timely objected to by Purchaser shall be deemed waived and Purchaser shall be deemed to agree to acquire the Property subject to such exceptions (collectively, "Permitted Exceptions") hereunder. Seller, in its sole and absolute discretion, may elect to remove or satisfy any such objections, provided that Seller shall have fifteen (15) days from the date of such objections to have such objections that Seller so elects removed or satisfied. Subject to Purchaser's approval, which may be granted in Purchaser's sole and absolute discretion, Seller may cause the Title Company to issue a title endorsement or "insure over" any objection (each, a "Seller Endorsement") and it shall have the same effect as if such objection was cured by Seller. If Seller shall fail to have such objections removed, insured over or satisfied within such time or during such time delivers a written notice to Purchaser that notwithstanding Seller's reasonable efforts, such objections may not be cured, then, in the absence of a default by Purchaser, Purchaser may, by written notice to Seller within five (5) days after the expiration of such time or the delivery of such written notice, either (a) terminate this Agreement without any exceptions appear liability on its part, in a Commitment that are unacceptable which case the Deposit shall be refunded to Purchaser, Purchaser shall notify return all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)), received from Seller or Seller's agents to Seller and neither party shall have any further rights or obligations hereunder (except as set forth in Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12 hereof), or (b) proceed to Closing and take title subject to such objections, in which case such non-cured objections shall become Permitted Exceptions hereunder. After the Title Approval Date and up to and including the Closing Date, Purchaser shall also have the right to disapprove in writing any additional item not previously set forth in the Title Report and/or Title Commitment that Title Company intends to show as an exception to title in the Title Policy. Any such additional item not specifically disapproved in writing delivered within three (3) Business Days following Purchaser's receipt of written notice of such objections (the “Purchaser’s Title Objections”) on or before August 31, 2018 (the “Title Objection Deadline”). “Permitted Exceptions” additional item shall refer to (i) all exceptions other than Purchaser’s Title Objections which are not otherwise waived, (ii) all exceptions which are caused or created by or under Purchaser or its agents, contractors, or employees, (iii) taxes not yet delinquent, (iv) all Leases of the Property or any portion thereof, and (v) all zoning restrictionsbe deemed approved. Seller shall have until Closing to remove or cause Title Company to insure over (subject to Purchaser's approval, which may be granted in Purchaser's sole and absolute discretion) any such disapproved item at Seller's own expense. Seller may elect to (a) extend the Closing until the day after the date upon which Seller is able to remove or cause Title Company to insure over (subject to Purchaser's approval, which may be granted in Purchaser's sole and absolute discretion) any such disapproved item (but in no obligation to cure Purchaser’s Title Objections, to bring any action or proceedingevent shall such extension exceed ten (10) Business Days after the Closing Date), or otherwise (b) terminate this Agreement, unless Purchaser elects to incur take title subject to such disapproved item, and, if Seller elects to terminate this Agreement, the Deposit shall be returned to Purchaser and, thereupon, neither Seller nor Purchaser shall have any expense whatsoever further obligation hereunder (except as set forth under Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12 hereof). Notwithstanding anything in this Agreement to eliminatethe contrary, cureand notwithstanding any approval or consent given by Purchaser hereunder, or modify Purchaser’s Title Objections, except for monetary liens of an ascertainable amount created by Seller or Seller’s actions, which liens Seller shall cause all mortgages and deeds of trust encumbering Seller's interest in the Real Property, and all mechanic's liens filed against the Property relating to work performed on the Property and contracted for by Seller, to be released at and reconveyed from the Real Property, or, with respect to such mechanic's liens, otherwise bonded, on or prior to the Closing and which may be satisfied from shall cause the proceeds of Title Company to insure title to the sale contemplated by this AgreementReal Property as vested in Purchaser without any exception for such matters. Within three (3) days after Seller’s receipt of Purchaser’s Title ObjectionsIn addition, Seller shall deliver written notice to Purchaser advising Purchaser whether Seller intends to cure any other monetary liens encumbering Seller's interest in the Real Property that can be cured solely by payment of Purchaser’s Title Objections (the “Response Notice”). Seller’s failure to timely deliver the Response Notice to Purchaser within such three (3) day period shall be deemed to constitute an election by Seller funds not to cure Purchaser’s Title Objections. If Seller elects (or is deemed to have elected) not to cure any of Purchaser’s Title Objections with respect to a specific Property or Propertiesexceed, then Purchaser may elect by written notice to Seller given within one (1) day after receipt of Seller’s Response Notice to (i) remove the subject Properties from the Properties being sold to Purchaser and pay only the Allocated Purchase Price of such Properties being purchased, (ii) waive Purchaser’s Title Objections, consummate the transaction contemplated herein, and accept such title as Seller has elected to deliver without any reduction in Purchase Price or (iii) mutually agree with Seller to a Purchase Price adjustment for such Property. The failure of Purchaser to timely send notice to Seller of Purchaser’s election in the preceding sentence shall be deemed to mean that Purchaser has elected item aggregate, One Hundred Thousand Dollars (i) of the preceding sentence$100,000).

Review of Title. If any exceptions appear in a Commitment that are unacceptable to the Purchaser, the Purchaser shall notify the Seller in writing of such objections (the “Purchaser’s Title Objections”) on or before August 31November 4, 2018 2019 (the “Title Objection Deadline”). “Permitted Exceptions” shall refer to (i) all exceptions other than Purchaser’s Title Objections which are not otherwise waived, (ii) all exceptions which are caused or created by or under Purchaser or its agents, contractors, or employees, (iii) taxes not yet delinquent, (iv) all Leases of the Property or any portion thereof, and (v) all zoning restrictions. The Seller shall have no obligation to cure any of Purchaser’s Title Objections, to bring any action or proceeding, or otherwise to incur any expense whatsoever to eliminate, cure, or modify any of Purchaser’s Title Objections, except for monetary liens of an ascertainable amount created by Seller or Seller’s actionsMonetary Liens (as hereinafter defined), which liens Seller shall cause to be released at or prior to Closing and which may be satisfied from the proceeds of the sale contemplated by this Agreement. Within three (3) days after the Seller’s receipt of Purchaser’s Title Objections, the Seller shall deliver written notice to the Purchaser advising the Purchaser whether the Seller intends to cure any of Purchaser’s Title Objections (the “Response Notice”). If Seller elects to cure any of Purchaser’s Title Objections, Seller shall use commercially reasonable efforts to cure or remove the same prior to Closing (provided that if Seller fails to cure or remove the same prior to Closing, then such Purchaser’s Title Objection shall not be a Permitted Exception). The Seller’s Page 4 failure to timely deliver the Response Notice to the Purchaser within such three (3) day period shall be deemed to constitute an election by the Seller not to cure any of Purchaser’s Title Objections. If the Seller elects (or is deemed to have elected) not to cure any of Purchaser’s Title Objections with respect to a specific Property Unit or PropertiesUnits, then the Purchaser may elect by written notice to received by Seller given within one (1) day after receipt on or before the expiration of Seller’s Response Notice the Due Diligence Period to (i) remove the subject Properties from the Properties being sold to Purchaser and pay only the Allocated Purchase Price of such Properties being purchasedterminate this Agreement, or (ii) waive Purchaser’s Title Objections, consummate the transaction contemplated herein, and accept such title as the Seller has elected to deliver without any reduction in Purchase Price or (iii) mutually agree with Seller Price, in which case the parties shall, subject to a Purchase Price adjustment for such Propertythe terms and conditions set forth in this Agreement, proceed to Closing and the Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4(B). The failure of the Purchaser to timely send notice to the Seller of the Purchaser’s election in the preceding sentence shall be deemed to mean that the Purchaser has elected item to terminate this Agreement pursuant to clause (i) of the preceding sentence. In the event of a termination of this Agreement as described in this Section 4(B), neither party shall have any further rights or obligations hereunder except for those which are expressly stated to survive the termination of this Agreement. As used herein, “Monetary Liens” shall mean (a) mortgages or deeds of trust encumbering Seller’s interest in the Property or any portion thereof, (b) mechanics’ liens or notices thereof encumbering Seller’s interest in any portion of the Property, (c) liens for delinquent real estate taxes, governmental assessments, or homeowners’ association dues assessed against any portion of the Property owned by Seller, (d) judgment liens that can be removed by the payment of an ascertainable sum of money and that encumber one or more Units, and (e) code enforcement liens and municipal liens. Monetary Liens shall include, without limitation, those monetary issues set forth in Schedule 4(B) attached hereto. “Permitted Exceptions” shall refer to all of the following: (a) applicable zoning, building and land use laws, ordinances, rules and regulations provided that the same do not prohibit the use of any Unit as a single family residence, (b) the lien of taxes and assessments not yet due and payable, (c) the rights of the tenants, as tenants only, under the Leases, with no options to purchase or rights of first refusal to purchase, (d) those matters enumerated in “Schedule B-II” of the Title Commitments (other than Monetary Liens and those Purchaser’s Title Objections which Seller has elected in writing to cure or remove as provided in this Section 4(B)).

Review of Title. If any exceptions appear in a Commitment that are unacceptable to Purchaser, Purchaser shall notify Seller in writing of such objections have until February 21, 1997 (the “Purchaser’s "Title Objections”Approval Date") on or before August 31to review the Title Report, 2018 Title Documents and Survey (collectively, "Title Evidence") and render any objections as to matters of title i writing to Seller. Any such matters of title not timely objected to by Purchaser shall be deemed waived and Purchaser shall be deemed to agree to acquire the “Title Objection Deadline”). “Property subject to such exceptions (collectively, "Permitted Exceptions” shall refer ") hereunder. Seller, in its sole and absolute discretion, may elect to (i) all exceptions other than Purchaser’s Title Objections which are not otherwise waivedremove or satisfy any such objections, (ii) all exceptions which are caused or created by or under Purchaser or its agents, contractors, or employees, (iii) taxes not yet delinquent, (iv) all Leases of the Property or any portion thereof, and (v) all zoning restrictions. provided that Seller shall have no obligation until February 26, 1997 to cure have such objections that Seller so elects removed or satisfied. Subject to Purchaser’s 's reasonable approval, Seller may cause the Title ObjectionsCompany to issue a title endorsement or "insure over" any objection (each, to bring any action or proceeding, or otherwise to incur any expense whatsoever to eliminate, cure, or modify Purchaser’s Title Objections, except for monetary liens of an ascertainable amount created a "Seller Endorsement") and it shall have the same effect as if such objection was cured by Seller or Seller’s actions, which liens . If Seller shall cause fail to be released at have such objections removed, insured over or prior to Closing and which may be satisfied from the proceeds of the sale contemplated by this Agreement. Within three (3) days after Seller’s receipt of Purchaser’s Title Objections, Seller shall deliver within such time or during such time delivers a written notice to Purchaser advising that notwithstanding Seller's reasonable efforts, such objections may not be cured, then, in the absence of a default by Purchaser, Purchaser whether Seller intends to cure any of Purchaser’s Title Objections (the “Response Notice”). Seller’s failure to timely deliver the Response Notice to Purchaser within such three (3) day period shall be deemed to constitute an election by Seller not to cure Purchaser’s Title Objections. If Seller elects (or is deemed to have elected) not to cure any of Purchaser’s Title Objections with respect to a specific Property or Propertiesmay, then Purchaser may elect by written notice to Seller given within one prior to Closing, either (1a) day after receipt of Seller’s Response Notice to (i) remove terminate this Agreement without any liability on its part, in which case the subject Properties from the Properties being sold Deposit together with interest thereon shall be refunded to Purchaser and pay only neither party shall have any further rights or obligations hereunder (except as set forth in Sections 3.6(b), 9.1, 11.2 and 11.12 hereof) or (b) proceed to Closing and take title subject to such objections, in which case such non-cured objections shall become Permitted Exceptions hereunder. After the Allocated Purchase Price Title Approval Date but prior to the Closing Date, Purchaser shall also have the right to disapprove in writing any additional item not previously set forth in the Title Report that Title Company intends to show as an exception to title in the Title Policy. Any such additional item not specifically disapproved in writing delivered within two (2) days following Purchaser's receipt of written notice of such Properties being purchased, (ii) waive Purchaser’s Title Objections, consummate the transaction contemplated herein, and accept such title as Seller has elected to deliver without any reduction in Purchase Price or (iii) mutually agree with Seller to a Purchase Price adjustment for such Property. The failure of Purchaser to timely send notice to Seller of Purchaser’s election in the preceding sentence additional item shall be deemed approved. Seller shall have until Closing to mean that Purchaser has elected remove or cause Title Company to insure over any disapproved item at Seller's own expense. Seller may elect to (a) extend the Closing until the day after the date upon which Seller is able to remove or cause Title Company to insure over any such disapproved item (ibut in no event shall such extension exceed ten (10) business days after the Closing Date), or (b) terminate this Agreement, in which event neither Seller nor Purchaser shall have any further obligation hereunder (except as set forth under Sections 3.6(b), 9.1, 11.2 and 11.12 hereof), Purchaser shall return all documents to Seller and the Deposit and any interest accrued thereon shall be returned to Purchaser. Notwithstanding anything in this Agreement to the contrary, and notwithstanding any approval or consent given by Purchaser hereunder, Seller shall cause all mortgages and deeds of trust encumbering Seller's interest in the preceding sentenceReal Property, and all mechanic's liens filed against the Property relating to work performed on the Property and contracted for by Seller, to be released and reconveyed from the Real Property, or, with respect to such mechanic's liens, otherwise bonded, on or prior to the Closing and shall cause the Title Company to insure title to the Real Property as vested in Purchaser without any exception for such matters.

Review of Title. If any exceptions appear in a Commitment that are unacceptable to PurchaserWithin fifteen (15) days of the execution hereof, Purchaser shall notify secure a commitment for an owner’s policy of title insurance, or in such other manner as Purchaser deems appropriate in order that Purchaser may examine the state of title to the Subject Property. The Subject Property is to be conveyed free and clear of the mortgage liens and all other liens except for the permitted encumbrances listed on Exhibit “B”, which shall be satisfied by the Seller in writing of such objections (the “Purchaser’s Title Objections”) on or before August 31prior to closing. In the event that Purchaser shall determine that the Subject Property is subject to encumbrances or exceptions in addition to the Permitted Encumbrances, 2018 (the “Title Objection Deadline”). “Permitted Exceptions” shall refer Purchaser may elect to (i) all waive any such objection to such encumbrances or exceptions other than Purchaser’s Title Objections which are not otherwise waived, and proceed to Closing; (ii) within thirty (30) days of obtaining the title commitment, terminate this Agreement in which event the Xxxxxxx Money shall be returned to Purchaser, and, upon the receipt thereof by Purchaser, all exceptions which are caused obligations hereunder shall be null and void and of no further force or created by effect; or under Purchaser or its agents, contractors, or employees, (iii) taxes not yet delinquent, within thirty (iv30) all Leases days of the Property date hereof, deliver notice in writing to Seller specifying the encumbrances or exceptions that Purchaser objects to. In the event Purchaser so objects to the state of title, Seller at its option and without any portion thereof, and (v) all zoning restrictions. Seller shall have no obligation to cure Purchaser’s Title Objectionsdo so, to bring any action or proceeding, or otherwise to incur any expense whatsoever to eliminate, cure, or modify Purchaser’s Title Objections, except for monetary liens of an ascertainable amount created by Seller or Seller’s actions, which liens Seller shall cause to be released at or prior to Closing and which may be satisfied from the proceeds of the sale contemplated by this Agreement. Within three within thirty (330) days after Seller’s receipt of Purchaser’s Title Objectionsnotice of its objections, Seller notify Purchaser in writing of Seller’s intent to take such action as shall deliver written notice be necessary to Purchaser advising Purchaser whether Seller intends to cure any of remove the basis for Purchaser’s Title Objections (the “Response Notice”). Seller’s failure to timely deliver the Response Notice to Purchaser within such three (3) day period shall be deemed to constitute an election by Seller not to cure Purchaser’s Title Objectionsobjections. If Seller elects is unable to cure such objections on or before the date of Closing, it shall so notify Purchaser in writing, and Purchaser may extend the date of Closing for such time period as it may select (or is deemed to have elected) not to cure any of Purchaser’s Title Objections with respect to a specific Property or Properties, then Purchaser may elect exceed thirty (30) business days) by written notice to Seller given Seller. If no cure is effected within one (1) day after receipt of Seller’s Response Notice such additional time, Purchaser may elect to (i) remove the subject Properties from the Properties being sold waiver such objections and proceed to Purchaser and pay only the Allocated Purchase Price of such Properties being purchasedClosing, or (ii) waive terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser’s Title Objections, consummate the transaction contemplated herein, and accept such title as Seller has elected to deliver without any reduction in Purchase Price upon the receipt thereof by Purchaser, all obligations hereunder shall be null and void and of no further force or effect. Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “(iii) mutually agree with Seller *[TEXT]*)” have been omitted pursuant to a Purchase Price adjustment request for confidential treatment and such Property. The failure of Purchaser to timely send notice to Seller of Purchaser’s election in omitted portions have been filed separately with the preceding sentence shall be deemed to mean that Purchaser has elected item (i) of the preceding sentenceSecurities and Exchange Commission.

Review of Title. If any exceptions appear in a Commitment that are unacceptable to PurchaserWithin fifteen (15) days of the execution hereof, Purchaser shall notify secure a commitment for an owner’s policy of title insurance, or in such other manner as Purchaser deems appropriate in order that Purchaser may examine the state of title to the Subject Property. The Subject Property is to be conveyed free and clear of the mortgage liens and all other liens except for the permitted encumbrances listed on Exhibit “B”, which shall be satisfied by the Seller in writing of such objections (the “Purchaser’s Title Objections”) on or before August 31prior to closing. In the event that Purchaser shall determine that the Subject Property is subject to encumbrances or exceptions in addition to the Permitted Encumbrances, 2018 (the “Title Objection Deadline”). “Permitted Exceptions” shall refer Purchaser may elect to (i) all waive any such objection to such encumbrances or exceptions other than Purchaser’s Title Objections which are not otherwise waived, and proceed to Closing; (ii) within thirty (30) days of obtaining the title commitment, terminate this Agreement in which event the Xxxxxxx Money shall be returned to Purchaser, and, upon the receipt thereof by Purchaser, all exceptions which are caused obligations hereunder shall be null and void and of no further force or created by effect; or under Purchaser or its agents, contractors, or employees, (iii) taxes not yet delinquent, within thirty (iv30) all Leases days of the Property date hereof, deliver notice in writing to Seller specifying the encumbrances or exceptions that Purchaser objects to. In the event Purchaser so objects to the state of title, Seller at its option and without any portion thereof, and (v) all zoning restrictions. Seller shall have no obligation to cure Purchaser’s Title Objectionsdo so, to bring any action or proceeding, or otherwise to incur any expense whatsoever to eliminate, cure, or modify Purchaser’s Title Objections, except for monetary liens of an ascertainable amount created by Seller or Seller’s actions, which liens Seller shall cause to be released at or prior to Closing and which may be satisfied from the proceeds of the sale contemplated by this Agreement. Within three within thirty (330) days after Seller’s receipt of Purchaser’s Title Objectionsnotice of its objections, Seller notify Purchaser in writing of Seller’s intent to take such action as shall deliver written notice be necessary to Purchaser advising Purchaser whether Seller intends to cure any of remove the basis for Purchaser’s Title Objections (the “Response Notice”). Seller’s failure to timely deliver the Response Notice to Purchaser within such three (3) day period shall be deemed to constitute an election by Seller not to cure Purchaser’s Title Objectionsobjections. If Seller elects is unable to cure such objections on or before the date of Closing, it shall so notify Purchaser in writing, and Purchaser may extend the date of Closing for such time period as it may select (or is deemed to have elected) not to cure any of Purchaser’s Title Objections with respect to a specific Property or Properties, then Purchaser may elect exceed thirty (30) business days) by written notice to Seller given Seller. If no cure is effected within one (1) day after receipt of Seller’s Response Notice such additional time, Purchaser may elect to (i) remove the subject Properties from the Properties being sold waiver such objections and proceed to Purchaser and pay only the Allocated Purchase Price of such Properties being purchasedClosing, or (ii) waive terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser’s Title Objections, consummate the transaction contemplated herein, and accept such title as Seller has elected to deliver without any reduction in Purchase Price or (iii) mutually agree with Seller to a Purchase Price adjustment for such Property. The failure of Purchaser to timely send notice to Seller of upon the receipt thereof by Purchaser’s election in the preceding sentence , all obligations hereunder shall be deemed to mean that Purchaser has elected item (i) null and void and of the preceding sentenceno further force or effect.

Review of Title. 4.3.1 Buyer hereby acknowledges receipt of a copy of a survey of the Project, which Seller obtained in 1999 (as such may be updated as provided herein, the "SURVEY"). Buyer shall cause Title Company to deliver to Buyer and Seller a preliminary title report ("TITLE REPORT") issued by the Title Company covering the Land dated no more than thirty (30) days prior to the Effective Date, together with copies of all documents referenced in Schedule B thereof. If Buyer elects to obtain an ALTA extended coverage policy of title insurance, Buyer shall obtain an updated survey of the Project at Buyer's expense. The updated survey shall be certified to Seller, Buyer and Title Company. Buyer shall have from the date hereof until December 16, 2003 (the "TITLE REVIEW PERIOD") within which to notify Seller of any exceptions appear to title as shown in the Title Report or Survey which Buyer reasonably disapproves. Buyer shall have the right to disapprove, in its reasonable discretion, any title or survey matters first contained in or first referred to on or after the beginning of the Title Review Period in any supplemental reports or updates to the Title Report or Survey within three (3) business days after receipt thereof. Any exceptions which are timely disapproved by Buyer pursuant to this section shall be referred to collectively as the "TITLE OBJECTIONS". If Buyer fails to timely notify Seller of its disapproval of any matters shown in the Title Report or Survey or any supplements or updates thereto, Buyer shall conclusively be deemed to have approved such matters. Any such matter not timely disapproved in writing by Buyer shall constitute a Commitment that are unacceptable "PERMITTED EXCEPTION" hereunder. If Buyer timely notifies Seller of any Title Objections, then, at Seller's sole discretion, Seller may elect (but shall not be obligated) to Purchaserremove or cause to be removed any of the Title Objections at Seller's expense, Purchaser or to cause any Title Objections to be insured against by the Title Company, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance insuring against the effect of the Title Objections. Seller shall notify Seller Buyer in writing of such objections (the “Purchaser’s Title Objections”"SELLER'S TITLE NOTICE") on or before August 31the date that is three (3) business days from the end of the Title Review Period ("SELLER'S CURE NOTICE DATE") whether Seller elects to remove or to cause the Title Company to insure against the same. Seller's failure to deliver timely Seller's Title Notice to Buyer, 2018 (the “or failure to address any Title Objection Deadline”)in any such notice, shall constitute Seller's election not to cure such Title Objection. “Permitted Exceptions” shall refer Notwithstanding the foregoing, Seller agrees to remove as exceptions to title to the Property (i) all exceptions mortgages and deeds of trust executed by Seller and recorded against the Property and any other than Purchaser’s Title Objections which are not otherwise waivedvoluntary monetary liens placed on record against the Property by Seller, (ii) all exceptions delinquent property taxes (if any) as of the Closing, and (iii) any mechanic's or materialmen's liens of record or any other involuntary monetary liens of record which are caused or created by or under Purchaser or its agentsSeller, contractorsprovided, or employeeshowever, (iii) taxes not yet delinquent, (iv) all Leases of the Property or any portion thereof, and (v) all zoning restrictions. that Seller shall have no obligation not be obligated to cure Purchaser’s Title Objections, expend more than $10,000 in the aggregate to bring any action or proceeding, bond over or otherwise to incur any expense whatsoever to eliminate, cure, or modify Purchaser’s Title Objections, except for monetary liens of an ascertainable amount created by Seller or Seller’s actions, which liens Seller shall cause to be released at or prior to Closing and which may be satisfied from the proceeds of the sale contemplated by this Agreement. Within three (3) days after Seller’s receipt of Purchaser’s Title Objections, Seller shall deliver written notice to Purchaser advising Purchaser whether Seller intends to cure any of Purchaser’s Title Objections (the “Response Notice”). Seller’s failure to timely deliver the Response Notice to Purchaser within insure over such three (3) day period shall be deemed to constitute an election by Seller not to cure Purchaser’s Title Objections. involuntary liens. 4.3.2 If Seller elects (or is deemed to have elected) elected not to cure cause any of Purchaser’s Title Objections with respect to a specific Property be removed or Propertiesinsured against prior to or at the Closing, then Purchaser Buyer may elect by written notice to Seller given within one (1) business day after receipt Seller's Cure Notice Date to terminate this Agreement, in which event the Deposit shall immediately be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of Seller’s Response Notice the Agreement. Buyer's failure to (i) remove give such notice of termination on or before such date shall constitute Buyer's waiver of any Title Objections which Seller is unwilling to cure, in which event such Title Objections shall be deemed "Permitted Exceptions" and the subject Properties from the Properties being sold to Purchaser and pay only the Allocated Purchase Price of such Properties being purchased, (ii) waive Purchaser’s Title Objections, consummate the transaction contemplated herein, and accept such title Closing shall occur as Seller has elected to deliver herein provided without any reduction in of or credit against the Purchase Price or (iii) mutually agree with Seller to a Purchase Price adjustment for such Property. The failure of Purchaser to timely send notice to Seller of Purchaser’s election in the preceding sentence shall be deemed to mean that Purchaser has elected item (i) of the preceding sentencePrice.