Common use of Review of Title Clause in Contracts

Review of Title. Spiexxx xxx delivered written notice (the "Objection Notice") to the Contributors prior to the date hereof that certain of the exceptions to title disclosed by the title commitments, preliminary title reports and surveys delivered to Spiexxx xx part of the Due Diligence Materials or otherwise obtained by Spiexxx xx connection with its due diligence hereunder prior to such date are objectionable to Spiexxx ("Xbjections"). Attached hereto as Schedule 5.2(a) are Schedules B to the Proforma policies of title insurance for the Properties which show all exceptions to title that have been approved by Spiexxx xx of the date hereof (and all such exceptions shall constitute "Permitted Exceptions," as hereinafter defined). Schedule 5.2(b) hereto sets forth certain Objections that the applicable Contributors shall use their reasonable efforts to cause the Title Company to delete as a title exception or to insure over to Spiexxx'x xxxisfaction (if the same is an exception to title), or to otherwise resolve in the manner prescribed by Schedule 5.2(b), before the applicable Closing Date. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part I of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise resolved as aforesaid, then the same shall constitute Permitted Exceptions hereunder (if the same were title exceptions) and Spiexxx xxxll accept title to the applicable Property subject thereto, and the Contributors' failure to otherwise resolve such Objections shall be deemed, waived by Spiexxx xxx Spiexxx xxxll proceed with the contribution or leasing of the applicable Property notwithstanding the same. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part II of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise, resolved as aforesaid, then the applicable Contributors shall provide written notice to Spiexxx xxxreof. If Contributors give Spiexxx xxxh notice, Spiexxx xxxll have two (2) Business Days to elect to proceed with the contribution or leasing of the applicable Property or terminate this Agreement in its entirety, in the event none of the Closings have occurred, or solely with respect to all contemporaneous and future Closings in the event the First Closing has occurred. If Spiexxx xxxls to give Contributors written notice of its election within said two (2) Business Days, Spiexxx xxxll be deemed to have elected to waive such Objections and to proceed with the contribution or leasing of the applicable Property. In the event that Spiexxx xxxminates this Agreement pursuant to this paragraph, the Deposit (to the extent it has not been theretofore released in accordance with this Agreement) shall be immediately returned to Spiexxx, xxd the parties hereto shall have no further liability under this Agreement, except under the Termination Surviving Provisions. If Spiexxx xxxcts or is deemed to have elected to proceed with the contribution or leasing of the applicable Property, then all such Objections that Spiexxx xxxves or is deemed to have

Review of Title. Spiexxx xxx delivered written notice Within ten (the "Objection Notice"10) to the Contributors prior to the date hereof that certain business days of the exceptions to title disclosed by the title commitmentsEffective Date, Seller will provide Buyer with a preliminary title reports and surveys delivered to Spiexxx xx part of the Due Diligence Materials or otherwise obtained by Spiexxx xx connection with its due diligence hereunder prior to such date are objectionable to Spiexxx ("Xbjections"). Attached hereto as Schedule 5.2(a) are Schedules B to the Proforma policies of commitment for title insurance for the Properties Property, together with complete and legible copies of all exceptions and encumbrances noted thereon (the “Preliminary Commitment”). Buyer shall have fifteen (15) days after receipt of the Preliminary Commitment and Survey to advise Seller in writing of any encumbrances, restrictions, easements or other matters (the “Exceptions”) to which show Buyer objects. All Exceptions to which Xxxxx does not object in writing within the 15-day period shall be deemed accepted by Xxxxx. If Buyer objects to any Exceptions within the 15-day period, Seller shall advise Buyer in writing within five (5) days of receipt of Buyer’s written objections (a) which Exceptions Buyer will remove at Closing, (b) which Exceptions the title company has agreed to insure around in the title policy to be issued at Closing (together with the proposed form of endorsement) and (c) which Exceptions will not be removed or insured around. Within ten (10) days of receipt of Seller’s response to Buyer’s written objections, and assuming Seller has not agreed to remove all exceptions to title that have been approved by Spiexxx xx which Buyer objects, Buyer shall notify Seller in writing of the date hereof Buyer’s election to either (and all such exceptions shall constitute "Permitted Exceptions," as hereinafter defined). Schedule 5.2(ba) hereto sets forth certain Objections that the applicable Contributors shall use their reasonable efforts to cause the Title Company to delete as a title exception or to insure over to Spiexxx'x xxxisfaction (if the same is an exception to title), or to otherwise resolve in the manner prescribed by Schedule 5.2(b), before the applicable Closing Date. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part I of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise resolved as aforesaid, then the same shall constitute Permitted Exceptions hereunder (if the same were title exceptions) and Spiexxx xxxll accept title to the applicable Property subject thereto, and the Contributors' failure to otherwise resolve such Objections shall be deemed, waived by Spiexxx xxx Spiexxx xxxll proceed with the contribution or leasing of the applicable Property notwithstanding the same. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part II of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise, resolved as aforesaid, then the applicable Contributors shall provide written notice to Spiexxx xxxreof. If Contributors give Spiexxx xxxh notice, Spiexxx xxxll have two (2) Business Days to elect to proceed with the contribution or leasing of the applicable Property or terminate this Agreement in its entirety, in the event none of the Closings have occurred, or solely with respect to all contemporaneous and future Closings in the event the First Closing has occurred. If Spiexxx xxxls to give Contributors written notice of its election within said two (2) Business Days, Spiexxx xxxll be deemed to have elected to waive such Objections and to proceed with the contribution or leasing of the applicable Property. In the event that Spiexxx xxxminates this Agreement pursuant to this paragraph, the Deposit (to the extent it has not been theretofore released in accordance with this Agreement) shall be immediately returned to Spiexxx, xxd the parties hereto shall have no further liability under this Agreement, except under in which event the Termination Surviving ProvisionsXxxxxxx Money shall be returned to Buyer, or (b) waive its objections to the Exceptions the title company has agreed to insure around and the Exceptions Seller will not remove or insure around, in which event such Exceptions shall be deemed accepted by Xxxxx. If Spiexxx xxxcts Notwithstanding the foregoing, Xxxxxx agrees to remove all financial encumbrances and liens at or is deemed prior to have elected Closing, and if Seller fails to proceed with do so, Buyer may cause any remaining financial encumbrances and liens to be satisfied in full at Closing from the contribution or leasing of the applicable Property, then all such Objections that Spiexxx xxxves or is deemed to havePurchase Price.

Review of Title. Spiexxx xxx delivered written notice Within ten (the "Objection Notice"10) to the Contributors prior to the date hereof that certain business days of the exceptions to title disclosed by the title commitmentsEffective Date, Seller will provide Buyer with a preliminary title reports and surveys delivered to Spiexxx xx part of the Due Diligence Materials or otherwise obtained by Spiexxx xx connection with its due diligence hereunder prior to such date are objectionable to Spiexxx ("Xbjections"). Attached hereto as Schedule 5.2(a) are Schedules B to the Proforma policies of commitment for title insurance for the Properties Property, together with complete and legible copies of all exceptions and encumbrances noted thereon (the “Preliminary Commitment”). Buyer shall have fifteen (15) days after receipt of the Preliminary Commitment and Survey to advise Seller in writing of any encumbrances, restrictions, easements or other matters (the “Exceptions”) to which show Buyer objects. All Exceptions to which Buyer does not object in writing within the 15-day period shall be deemed accepted by Buyer. If Buyer objects to any Exceptions within the 15-day period, Seller shall advise Buyer in writing within five (5) days of receipt of Buyer’s written objections (a) which Exceptions Buyer will remove at Closing, (b) which Exceptions the title company has agreed to insure around in the title policy to be issued at Closing (together with the proposed form of endorsement) and (c) which Exceptions will not be removed or insured around. Within ten (10) days of receipt of Seller’s response to Buyer’s written objections, and assuming Seller has not agreed to remove all exceptions to title that have been approved by Spiexxx xx which Buyer objects, Buyer shall notify Seller in writing of the date hereof Buyer’s election to either (and all such exceptions shall constitute "Permitted Exceptions," as hereinafter defined). Schedule 5.2(ba) hereto sets forth certain Objections that the applicable Contributors shall use their reasonable efforts to cause the Title Company to delete as a title exception or to insure over to Spiexxx'x xxxisfaction (if the same is an exception to title), or to otherwise resolve in the manner prescribed by Schedule 5.2(b), before the applicable Closing Date. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part I of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise resolved as aforesaid, then the same shall constitute Permitted Exceptions hereunder (if the same were title exceptions) and Spiexxx xxxll accept title to the applicable Property subject thereto, and the Contributors' failure to otherwise resolve such Objections shall be deemed, waived by Spiexxx xxx Spiexxx xxxll proceed with the contribution or leasing of the applicable Property notwithstanding the same. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part II of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise, resolved as aforesaid, then the applicable Contributors shall provide written notice to Spiexxx xxxreof. If Contributors give Spiexxx xxxh notice, Spiexxx xxxll have two (2) Business Days to elect to proceed with the contribution or leasing of the applicable Property or terminate this Agreement in its entirety, in the event none of the Closings have occurred, or solely with respect to all contemporaneous and future Closings in the event the First Closing has occurred. If Spiexxx xxxls to give Contributors written notice of its election within said two (2) Business Days, Spiexxx xxxll be deemed to have elected to waive such Objections and to proceed with the contribution or leasing of the applicable Property. In the event that Spiexxx xxxminates this Agreement pursuant to this paragraph, the Deposit (to the extent it has not been theretofore released in accordance with this Agreement) shall be immediately returned to Spiexxx, xxd the parties hereto shall have no further liability under this Agreement, except under in which event the Termination Surviving ProvisionsXxxxxxx Money shall be returned to Buyer, or (b) waive its objections to the Exceptions the title company has agreed to insure around and the Exceptions Seller will not remove or insure around, in which event such Exceptions shall be deemed accepted by Buyer. If Spiexxx xxxcts Notwithstanding the foregoing, Seller agrees to remove all financial encumbrances and liens at or is deemed prior to have elected Closing, and if Seller fails to proceed with do so, Buyer may cause any remaining financial encumbrances and liens to be satisfied in full at Closing from the contribution or leasing of the applicable Property, then all such Objections that Spiexxx xxxves or is deemed to havePurchase Price.

Review of Title. Spiexxx xxx delivered Buyer shall have until February 15, 1997 to review the Title Commitment, Title Documents and Survey (collectively "Title Evidence") and render any objections as to matters of title in writing to Seller. Any such matters of title not timely objected to by Buyer shall be deemed waived and shall constitute additional permitted exceptions ("Additional Permitted Exceptions") hereunder. Seller shall have thirty (30) days from the date of such objections to have such objections removed or satisfied. If Seller shall fail to have such objections removed or satisfied within such time or during such time delivers a written notice to Buyer that notwithstanding Seller's reasonable efforts, such objections may not be cured, then Buyer may, at its sole election, within ten (10) days of the "Objection Notice"first to occur of the expiration of said thirty (30) day period or the date of receipt of such notice from Seller, by written notice to Seller either (a) terminate this Agreement without any liability on its part in which case the Deposit together with interest thereon shall be refunded to Buyer and neither party shall have further rights or obligations hereunder (except as set forth in Section 5.3(b) hereof) or (b) proceed to Closing and take title subject to such objections, in which case such non-cured objections shall become Additional Permitted Exceptions hereunder. Seller agrees to use reasonable efforts to satisfy promptly any such title objections; provided, however, that Seller shall not be obligated to expend more than $10,000 in the aggregate in connection with curing any such objections. Notwithstanding anything in this Agreement to the Contributors prior contrary, Buyer shall not object to, and agrees to acquire the date hereof that certain of Property subject to, the initial permitted exceptions to title disclosed by the title commitments, preliminary title reports and surveys delivered to Spiexxx xx part of the Due Diligence Materials or otherwise obtained by Spiexxx xx connection with its due diligence hereunder prior to such date are objectionable to Spiexxx described on Exhibit H attached hereto ("XbjectionsInitial Permitted Exceptions"). Attached hereto , with the Initial Permitted Exceptions and the Additional Permitted Exceptions sometimes hereinafter collectively referred to as Schedule 5.2(a) are Schedules B to the Proforma policies of title insurance for the Properties which show all exceptions to title that have been approved by Spiexxx xx of the date hereof (and all such exceptions shall constitute "Permitted Exceptions," as hereinafter defined"). Schedule 5.2(b) hereto sets forth certain Objections that the applicable Contributors shall use their reasonable efforts to cause the Title Company to delete as a title exception or to insure over to Spiexxx'x xxxisfaction (if the same is an exception to title), or to otherwise resolve in the manner prescribed by Schedule 5.2(b), before the applicable Closing Date. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part I of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise resolved as aforesaid, then the same shall constitute Permitted Exceptions hereunder (if the same were title exceptions) and Spiexxx xxxll accept title to the applicable Property subject thereto, and the Contributors' failure to otherwise resolve such Objections shall be deemed, waived by Spiexxx xxx Spiexxx xxxll proceed with the contribution or leasing of the applicable Property notwithstanding the same. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part II of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise, resolved as aforesaid, then the applicable Contributors shall provide written notice to Spiexxx xxxreof. If Contributors give Spiexxx xxxh notice, Spiexxx xxxll have two (2) Business Days to elect to proceed with the contribution or leasing of the applicable Property or terminate this Agreement in its entirety, in the event none of the Closings have occurred, or solely with respect to all contemporaneous and future Closings in the event the First Closing has occurred. If Spiexxx xxxls to give Contributors written notice of its election within said two (2) Business Days, Spiexxx xxxll be deemed to have elected to waive such Objections and to proceed with the contribution or leasing of the applicable Property. In the event that Spiexxx xxxminates this Agreement pursuant to this paragraph, the Deposit (to the extent it has not been theretofore released in accordance with this Agreement) shall be immediately returned to Spiexxx, xxd the parties hereto shall have no further liability under this Agreement, except under the Termination Surviving Provisions. If Spiexxx xxxcts or is deemed to have elected to proceed with the contribution or leasing of the applicable Property, then all such Objections that Spiexxx xxxves or is deemed to have.

Review of Title. Spiexxx xxx delivered written notice (As promptly as practicable after the "Objection Notice") Effective Date, Seller shall request the Title Company to the Contributors prior to the date hereof that certain of the exceptions to title disclosed by the title commitments, provide Buyer and Seller with a preliminary title reports and surveys delivered to Spiexxx xx part of the Due Diligence Materials or otherwise obtained by Spiexxx xx connection with its due diligence hereunder prior to such date are objectionable to Spiexxx ("Xbjections"). Attached hereto as Schedule 5.2(a) are Schedules B to the Proforma policies of commitment for title insurance for the Properties which show all exceptions to title that have been approved Premises issued by Spiexxx xx of the date hereof (and all such exceptions shall constitute "Permitted Exceptions," as hereinafter defined). Schedule 5.2(b) hereto sets forth certain Objections that the applicable Contributors shall use their reasonable efforts to cause the Title Company to delete as a title exception or to insure over to Spiexxx'x xxxisfaction (if the same is an exception to title)Company, or to otherwise resolve in the manner prescribed by Schedule 5.2(b), before the applicable Closing Date. If, after using such reasonable efforts, the applicable Contributors are unable, together with respect to any of the Objections set forth in Part I of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise resolved as aforesaid, then the same shall constitute Permitted Exceptions hereunder (if the same were title exceptions) complete and Spiexxx xxxll accept title to the applicable Property subject thereto, and the Contributors' failure to otherwise resolve such Objections shall be deemed, waived by Spiexxx xxx Spiexxx xxxll proceed with the contribution or leasing of the applicable Property notwithstanding the same. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part II of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise, resolved as aforesaid, then the applicable Contributors shall provide written notice to Spiexxx xxxreof. If Contributors give Spiexxx xxxh notice, Spiexxx xxxll have two (2) Business Days to elect to proceed with the contribution or leasing of the applicable Property or terminate this Agreement in its entirety, in the event none of the Closings have occurred, or solely with respect to all contemporaneous and future Closings in the event the First Closing has occurred. If Spiexxx xxxls to give Contributors written notice of its election within said two (2) Business Days, Spiexxx xxxll be deemed to have elected to waive such Objections and to proceed with the contribution or leasing of the applicable Property. In the event that Spiexxx xxxminates this Agreement pursuant to this paragraph, the Deposit legible (to the extent it available) copies of all exceptions and encumbrances noted thereon (the “Preliminary Commitment”, and together with such exceptions and encumbrances, the “Title Documentation”). Buyer shall have five (5) Business Days after its receipt thereof to advise Seller in writing of any encumbrances, restrictions, easements or other matters in the Preliminary Commitment that are not Permitted Encumbrances (collectively “Exceptions”) to which Buyer objects. All Exceptions to which Xxxxx does not object in writing within such five (5) Business Day period shall be deemed accepted by Buyer and shall constitute Permitted Encumbrances. If Buyer objects to any Exceptions within the five (5) Business Day period, Seller shall advise Buyer in writing within five (5) Business Days after receipt of Buyer’s written objections: (a) which of such Exceptions Seller will remove at or prior to Closing, (b) which of such Exceptions the Title Company has agreed to insure over in the title policy to be issued at Closing (together with the proposed form of endorsement), and (c) which of such Exceptions will not be removed or insured over by Seller. The failure of Seller to respond within such time period shall be deemed to be Seller’s election not to remove or insure over any Exceptions, provided that Seller shall be obligated to remove, on or prior to the Closing Date, any mortgage, deed of trust or other instrument securing obligations for borrowed money executed by Seller that encumbers the Premises. Within five (5) days after receipt of Seller’s response to Buyer’s written objections, and if Seller has not been theretofore released agreed to remove or cause Title Company to insure over all Exceptions to which Buyer objects or if the form of the proposed endorsements or insurance is not acceptable to Buyer in accordance with this Agreementits reasonable discretion, Buyer shall notify Seller in writing of Buyer’s election to either: (a) shall be immediately returned to Spiexxx, xxd the parties hereto shall have no further liability under terminate this Agreement, except under or (b) waive its objections to such Exceptions and/or the Termination Surviving Provisions. If Spiexxx xxxcts or is deemed to have elected to proceed with the contribution or leasing form of the applicable Propertyproposed endorsements or insurance, then all in which event such Objections that Spiexxx xxxves or is Exceptions shall be deemed to haveaccepted by Buyer.

Review of Title. Spiexxx xxx delivered written notice (Within ten business days after the "Objection Notice") to the Contributors prior to the date hereof that certain of the exceptions to title disclosed by the title commitmentsEffective Date, Seller shall provide Buyer with a preliminary title reports and surveys delivered to Spiexxx xx part of the Due Diligence Materials or otherwise obtained by Spiexxx xx connection with its due diligence hereunder prior to such date are objectionable to Spiexxx ("Xbjections"). Attached hereto as Schedule 5.2(a) are Schedules B to the Proforma policies of commitment for title insurance for the Properties which show Property issued by the Title Company, together with complete and legible copies of all exceptions to title that have been approved by Spiexxx xx and encumbrances noted thereon (the “Preliminary Commitment”) and a copy of the date hereof most recent survey of the Property in Seller’s possession (and all such exceptions shall constitute "Permitted Exceptions," as hereinafter definedthe “Survey”). Schedule 5.2(bBuyer shall have thirty days after the receipt of the Preliminary Commitment to advise Seller in writing of any encumbrances, restrictions, easements or other matters in the Preliminary Commitment or Survey (collectively, “Exceptions”) hereto sets forth certain Objections that to which Buyer objects. All Exceptions to which Buyer does not object in writing within the applicable Contributors thirty-day period shall use their reasonable efforts be deemed accepted by Buyer. If Buyer objects to cause any Exceptions within the thirty-day period, Seller shall advise Buyer in writing within five business days after receipt of Buyer’s written objections: (a) which Exceptions Seller will remove at Closing, (b) which Exceptions the Title Company to delete as a title exception or has agreed to insure over around in the title policy to Spiexxx'x xxxisfaction be issued at Closing (if together with the same is an exception to titleproposed form of endorsement), and (c) which Exceptions will not be removed by Seller or to otherwise resolve in the manner prescribed insured around by Schedule 5.2(b), before the applicable Closing DateTitle Company. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part I of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise resolved as aforesaid, then the same shall constitute Permitted Exceptions hereunder (if the same were title exceptions) and Spiexxx xxxll accept title to the applicable Property subject thereto, and the Contributors' Buyer’s failure to otherwise resolve such Objections shall be deemed, waived by Spiexxx xxx Spiexxx xxxll proceed with the contribution or leasing of the applicable Property notwithstanding the same. If, after using such reasonable efforts, the applicable Contributors are unable, with respect to any of the Objections set forth in Part II of Schedule 5.2(b), to cause such Objection to be deleted, insured over, or otherwise, resolved as aforesaid, then the applicable Contributors shall provide written notice to Spiexxx xxxreof. If Contributors give Spiexxx xxxh notice, Spiexxx xxxll have two (2) Business Days to elect to proceed with the contribution or leasing of the applicable Property or terminate this Agreement in its entirety, in prior to the event none expiration of the Closings have occurred, or solely with respect to all contemporaneous and future Closings in the event the First Closing has occurred. If Spiexxx xxxls to give Contributors written notice of its election within said two (2) Business Days, Spiexxx xxxll Inspection Period shall be deemed to have elected to waive such Objections and to proceed with the contribution or leasing an acceptance of the applicable Property. In the event condition of title, subject to Seller’s removal of those exceptions that Spiexxx xxxminates this Agreement Seller agrees to remove pursuant to this paragraph, the Deposit (to the extent it has not been theretofore released in accordance with this Agreement) shall be immediately returned to Spiexxx, xxd the parties hereto shall have no further liability under this Agreement, except under the Termination Surviving Provisions. If Spiexxx xxxcts or is deemed to have elected to proceed with the contribution or leasing of the applicable Property, then all such Objections that Spiexxx xxxves or is deemed to haveSection.