Common use of Rights in Respect of Inability to Convey Clause in Contracts

Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2 and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either (a) take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or (b) decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5 shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5 and Section 8.6 shall be subject to Section 13.3.

Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2 and such title exception constitutes a Material Title Exception8.2, the Sellers shall have the right, at the Sellers’ ' sole election, to either (a) take such action as the Sellers shall deem advisable to discharge each such Material Title Exception title exception specified in the Objection Notice which is not a Permitted Exception (each such exception, a “Title Objection”) or (b) decline to take such action to discharge each Title Objection. The Sellers shall, within seven five (75) Business Days after receipt of any Objection Notice, deliver a response to the Buyer specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or dischargedischarge (“Title Response Notice”). If the Sellers shall fail to respond to any Objection Notice within seven five (75) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right at to adjourn the Closing for a period not to exceed fifteen (15) days, in order to undertake to cure or satisfy any time particular objection(s) raised by Buyer in the Objection Notice, provided, however, that Seller shall notify Buyer, in writing, within 15 days prior to waive any objections that it may have madethe scheduled Closing Date (or to the extent an Objection Notice is not received until a date which is later than 15 days prior to the scheduled Closing Date, within, two (2) Business Days of receipt of such Objection Notice, but in no event later than two (2) Business Days prior to the Closing Date) of its election to so adjourn the Closing. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to in the Closing Datetime period specified in this Section 8.5, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days Seller on or prior to the Closing DateClosing, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transactiontransaction pursuant to Section 13.3(c) hereof. If Buyer fails to so give the Sellers Seller notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. If Seller does so reasonably cure or satisfy, or undertake to reasonably cure or satisfy, such objection to the satisfaction of Buyer, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property shall be removed from the Assets to be sold hereunder, all references to such Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” be deemed deleted and the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for purposes each such affected Property. Upon termination of this AgreementAgreement pursuant to this Section 8.5 together with Section 13.3(c), (x) to the extent the Xxxxxxx Money is in the form of immediately available wired funds, such funds shall be promptly refunded to the Buyer and to the extent the Xxxxxxx Money is in the form of a letter of credit, such letter of credit shall be promptly returned to the Buyer and (y) neither party shall have any further rights or obligations hereunder other than those which expressly survive the termination of this Agreement or as otherwise provided in this Agreement (including, without limitation Section 13.2(c)). The provisions of this Section 8.5 shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5 8.5, Section 8.6, Section 9.2 and Section 8.6 13.3 shall be subject to Section 13.313.3(c).

Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2 and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either (a) take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or (b) decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. If the Sellers are unable to discharge all Title Objections prior to the Initial Closing Date or any applicable Serial Closing Date, and the Buyer does not waive any such Title Objection, then the applicable Property that is subject to such Title Objection and the Asset-Related Property with respect to such Property shall constitute a “Deferred Asset” and be subject to the provisions of Section 2.5. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Serial Closing Outside Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the final Serial Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5 shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5 and Section 8.6 shall be subject to Section 13.3.

Rights in Respect of Inability to Convey. (a) In the event that the Buyer delivers an Objection Notice Seller, after complying with its obligations hereunder (including Section 5.6 and Section 5.7) shall be unable to convey title to the Sellers Premises as set forth provided in this Article V, and Purchaser has not, prior to the Scheduled Closing Date (as it may have been adjourned in accordance with this Agreement), given notice to Seller that Purchaser waives objection to each Title Exception which is not a Permitted Exception for the Premises and agrees to close this transaction without abatement of any portion of the Purchase Price, credit or allowance of any kind (other than a credit in the amount of the unused portion of the Liquidated Sum Amount, if any, that the Purchaser may be entitled to under Section 8.2 and such title exception constitutes a Material Title Exception5.7) or any claim or right of action against Seller for damages or otherwise relating to same, the Sellers Seller shall have the right, at the Sellers’ Seller’s sole election, to either (a1) take such action as the Sellers Seller shall deem advisable to discharge each such Material Title Exception specified which is not a Permitted Exception, including, without limitation, by satisfying the requirements of the Title Insurer sufficient to cause the Title Insurer to insure over any Mechanics Lien Title Exception at Closing, or (2) terminate this Agreement. In the event Seller shall elect to take action to so discharge each such Title Exception which is not a Permitted Exception, Seller shall be entitled to one or more adjournments of the Scheduled Closing Date for a period reasonably necessary to so discharge the same, not to exceed thirty (30) days in the Objection Notice aggregate (inclusive of any adjournments made by Seller pursuant to Section 5.6 and Section 5.7), and the Closing shall be adjourned to a date specified by Seller not beyond such thirty (30) day period. If, for any reason whatsoever, Seller shall not have succeeded in so discharging each such exceptionTitle Exception at the expiration of such adjournment(s) and if Purchaser has not, prior to the expiration of the last of such adjournments, given notice to Seller that Purchaser waives objection to each such Title Exception and agrees to close this transaction without abatement of any portion of the Purchase Price, credit or allowance of any kind (other than a “Title Objection”credit in the amount of the unused portion of the Liquidated Sum Amount, if any, that the Purchaser may be entitled to under Section 5.7) or (b) decline to take such any claim or right of action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response against Seller for damages or otherwise relating to the Buyer specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Noticesame, then the Sellers this Agreement shall be deemed to have declined be terminated as of the last date to take any action to discharge such Title Objections. The Buyer shall have which the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Scheduled Closing Date, the Buyer shall have the right, at its sole election, Date was adjourned by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction Seller pursuant to the remaining terms and conditions this Article V. Upon any termination of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction Agreement pursuant to this Section 8.55.5, such affected Property then (I) the Deposit shall be refunded to Purchaser and (II) neither party shall have any further rights or obligations hereunder other than those which expressly survive the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes termination of this Agreement. No action taken by Seller to discharge, or attempt to discharge, any purported Title Exception shall be an admission that any such purported Title Exception is not a Permitted Exception. The provisions of this Section 8.5 5.5 shall be subject to the Sellers’ Seller’s and the BuyerPurchaser’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Liquidated Sum Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5 5.6 and Section 8.6 shall be subject to Section 13.35.7, respectively.

Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice Seller shall be unable to convey title to the Sellers Property, subject only to the Permitted Exceptions and the Buyer shall not, prior to the Closing Date (as set forth it may have been adjourned in Section 8.2 and such accordance with this Agreement), give notice to the Seller that the Buyer is willing to waive objection to each title exception constitutes which is not a Material Title ExceptionPermitted Exception and close this transaction without abatement of the Purchase Price, credit or allowance of any kind or any claim or right of action against the Seller for damages or otherwise, the Sellers Seller shall have the right, at the Sellers’ Seller's sole election, to either (a) take such action as the Sellers Seller shall deem advisable to discharge each such Material Title Exception specified in title exception which is not a Permitted Exception. In the Objection Notice (each such exception, a “Title Objection”) or (b) decline event the Seller shall elect to take such action to discharge each Title Objection. The Sellers shallsuch title exception which is not a Permitted Exception, within seven the Seller shall be entitled to one or more adjournments of the Closing Date for a period not to exceed sixty (760) Business Days after receipt days in the aggregate (inclusive of any Objection Noticeadjournments made by the Seller pursuant to Section 8.6 below) and the Closing shall be adjourned to a date specified by the Seller not beyond such sixty(60) day period. If, deliver a response for any reason whatsoever, the Seller shall not have succeeded in discharging each such title exception at the expiration of such adjournment(s) and if the Buyer shall not, prior to the Buyer specifying all Title Objections which expiration of the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt last of such Objection Noticeadjournments, then give notice to the Sellers Seller that the Buyer is willing to waive objection to each such title exception and to close this transaction without abatement of the Purchase Price, credit or allowance of any kind or any claim or right of action against the Seller for damages or otherwise, this Agreement shall be deemed to have declined be terminated as of the last date to take which the Closing Date was adjourned by the Seller pursuant to this Article VIII. Upon any action termination of this Agreement pursuant to discharge such Title Objections. The this Section, (I) the Xxxxxxx Money shall be refunded to the Buyer and (II) neither party shall have any further rights or obligations hereunder other than those which expressly survive the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions termination of this Agreement. No action taken by the Seller to discharge, without or attempt to discharge, any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer purported title exception shall be deemed to have elected the option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, an admission that any such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreementpurported title exception is not a Permitted Exception. The provisions of this Section 8.5 shall be subject to the Sellers’ Seller's and the Buyer’s Purchaser's rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5 and Section 8.6 shall be subject to Section 13.3.

Rights in Respect of Inability to Convey. In the event that the Buyer timely delivers an Objection Notice to the Sellers as set forth in accordance with Section 8.2 and such title exception constitutes a Material Title Exception8.2, the Sellers shall have the rightmay, at the Sellers’ sole election, to but shall not be obligated to, either (a) take such action as the Sellers shall deem advisable to discharge each Cure any such Material Title Exception title exception specified in the Objection Notice which is not a Permitted Exception (each such exception, a “Title Objection”) or (b) decline to take such any action to discharge each Cure any such Title Objection. The Sellers shall, within seven ten (710) Business Days after receipt of any Objection Notice, deliver a response to the Buyer specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or dischargeCure. If the Sellers shall fail to respond to any Objection Notice within seven ten (710) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge attempt to Cure such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (aI) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge Cure such Title Objection Objections, or (bII) the Sellers elect to but fail to discharge Cure each Title Objection prior to the Closing DateObjection, the Buyer shall have the rightrights set forth in Section 8.10 hereof. In the event the Sellers shall elect to take action to attempt to Cure any Title Objection, the Sellers shall be entitled to one or more adjournments of the Closing Date for a period not to exceed sixty (60) days in the aggregate (inclusive of any adjournments made by the Sellers pursuant to Section 8.6 hereof), and the Closing shall be adjourned to a Business Day specified by the Sellers not beyond such sixty (60) day period. If, for any reason whatsoever, the Sellers shall not have succeeded in Curing each such title exception at its sole electionthe expiration of such adjournment(s) and if the Buyer shall not, by written prior to the expiration of the last of such adjournments, give notice to the Sellers at least five (5) Business Days prior that the Buyer is willing to waive objection to each such title exception and to close this transaction without abatement of the Closing DatePurchase Price, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions credit or allowance of this Agreement, without any reduction in the Gross Asset Value kind or (ii) exclude the applicable Property any claim or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give right of action against the Sellers notice of its election within the timeframe required thereforfor damages or otherwise, then Buyer shall be deemed to have elected the option contained rights set forth in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement8.10 hereof. The provisions of this Section 8.5 shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Required Removal Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5 and Section 8.6 shall be subject to Section 13.3.

Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2 and such title exception constitutes a Material Title Exception8.2, the Sellers shall have the right, at the Sellers’ ' sole election, to either (a) take such action as the Sellers shall deem advisable to discharge each such Material Title Exception title exception specified in the Objection Notice which is not a Permitted Exception (each such exception, a “"Title Objection”") or (b) decline to take such action to discharge each Title Objection. The Sellers shall, within seven five (75) Business Days after receipt of any Objection Notice, deliver a response to the Buyer specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or dischargedischarge (“Title Response Notice”). If the Sellers shall fail to respond to any Objection Notice within seven five (75) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right at to adjourn the Closing for a period not to exceed fifteen (15) days, in order to undertake to cure or satisfy any time particular objection(s) raised by Buyer in the Objection Notice, provided, however, that Seller shall notify Buyer, in writing, within 15 days prior to waive any objections that it may have madethe scheduled Closing Date (or to the extent an Objection Notice is not received until a date which is later than 15 days prior to the scheduled Closing Date, within, two (2) Business Days of receipt of such Objection Notice, but in no event later than two (2) Business Days prior to the Closing Date) of its election to so adjourn the Closing. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to in the Closing Datetime period specified in this Section 8.5, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days Seller on or prior to the Closing DateClosing, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transactiontransaction pursuant to Section 13.3(c) hereof. If Buyer fails to so give the Sellers Seller notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. If Seller does so reasonably cure or satisfy, or undertake to reasonably cure or satisfy, such objection to the satisfaction of Buyer, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property shall be removed from the Assets to be sold hereunder, all references to such Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” be deemed deleted and the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for purposes each such affected Property. Upon termination of this AgreementAgreement pursuant to this Section 8.5 together with Section 13.3(c), (x) to the extent the Xxxxxxx Money is in the form of immediately available wired funds, such funds shall be promptly refunded to the Buyer and to the extent the Xxxxxxx Money is in the form of a letter of credit, such letter of credit shall be promptly returned to the Buyer and (y) neither party shall have any further rights or obligations hereunder other than those which expressly survive the termination of this Agreement or as otherwise provided in this Agreement (including, without limitation Section 13.2(c)). The provisions of this Section 8.5 shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5 8.5, Section 8.6, Section 7.1, Section 9.2 and Section 8.6 13.3 shall be subject to Section 13.313.3(c).

Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice Seller shall be unable to cause title to the Sellers Properties to be held by the Owner Entities on the Closing Date subject only to the Permitted Exceptions, and Buyer shall not, prior to the Closing Date (as set forth it may have been adjourned in Section 8.2 and such accordance with this Agreement), give written notice to Seller that Buyer is willing to waive objection to each title exception constitutes which is not a Material Title ExceptionPermitted Exception for the applicable Property and close this transaction without abatement of the Gross Asset Value, the Sellers credit or allowance of any kind or any claim or right of action against Seller for damages or otherwise, Seller shall have the right, at the Sellers’ Seller’s sole election, to either (a) take such action as the Sellers Seller shall deem advisable to discharge each such Material Title title exception which is not a Permitted Exception specified in the Objection Notice (each such exception, a “Title Objection”) or (b) decline terminate this Agreement. In the event Seller shall elect to take such action to discharge each Title Objection. The Sellers shallsuch title exception which is not a Permitted Exception, within seven Seller shall be entitled to one or more adjournments of the Closing Date for a period not to exceed 30 days in the aggregate (7) Business Days after receipt inclusive of any Objection Noticeadjournments made by Seller pursuant to Section 8.6 hereof), deliver and the Closing shall be adjourned to a response date specified by Seller not beyond such 30 day period. If, for any reason whatsoever, Seller shall not have succeeded in discharging each such title exception at the expiration of such adjournment(s) and if Buyer shall not, prior to the Buyer specifying all Title Objections which expiration of the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt last of such Objection Noticeadjournments, then give notice to Seller that Buyer is willing to waive objection to each such title exception and to close this transaction without abatement of the Sellers Gross Asset Value, credit or allowance of any kind or any claim or right of action against Seller for damages or otherwise, this Agreement shall be deemed to have declined be terminated as of the last date to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to which the Closing Date, the Buyer shall have the right, at its sole election, Date was adjourned by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction Seller pursuant to the remaining terms and conditions this Article VIII. Upon termination of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction Agreement pursuant to this Section 8.5, such affected Property (x) the Xxxxxxx Money shall be refunded to Buyer and (y) neither party shall have any further rights or obligations hereunder other than those which expressly survive the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes termination of this Agreement or as otherwise provided in this Agreement. The provisions of this Section 8.5 shall be subject to the Sellers’ Seller’s and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5 and Section 8.6 shall be subject to Section 13.3.

Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2 and such title exception constitutes a Material Title Exception8.2, the Sellers shall have the right, at the Sellers’ ' sole election, to either (a) take such action as the Sellers shall deem advisable to discharge each such Material Title Exception title exception specified in the Objection Notice which is not a Permitted Exception (each such exception, a “Title Objection”) or (b) decline to take such action to discharge each Title Objection. The Sellers shall, within seven five (75) Business Days after receipt of any Objection Notice, deliver a response to the Buyer specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or dischargedischarge (“Title Response Notice”). If the Sellers shall fail to respond to any Objection Notice within seven five (75) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right at to adjourn the Closing for a period not to exceed fifteen (15) days, in order to undertake to cure or satisfy any time particular objection(s) raised by Buyer in the Objection Notice, provided, however, that Seller shall notify Buyer, in writing, within 15 days prior to waive any objections that it may have madethe scheduled Closing Date (or to the extent an Objection Notice is not received until a date which is later than 15 days prior to the scheduled Closing Date, within, two (2) Business Days of receipt of such Objection Notice, but in no event later than two (2) Business Days prior to the Closing Date) of its election to so adjourn the Closing. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to in the Closing Datetime period specified in this Section 8.5, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days Seller on or prior to the Closing DateClosing, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) 36 exclude the applicable Property or Properties so impacted by a Title Objection from this transactiontransaction pursuant to Section 13.3(c) hereof. If Buyer fails to so give the Sellers Seller notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. If Seller does so reasonably cure or satisfy, or undertake to reasonably cure or satisfy, such objection to the satisfaction of Buyer, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property shall be removed from the Assets to be sold hereunder, all references to such Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” be deemed deleted and the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for purposes each such affected Property. Upon termination of this AgreementAgreement pursuant to this Section 8.5 together with Section 13.3(c), (x) to the extent the Xxxxxxx Money is in the form of immediately available wired funds, such funds shall be promptly refunded to the Buyer and to the extent the Xxxxxxx Money is in the form of a letter of credit, such letter of credit shall be promptly returned to the Buyer and (y) neither party shall have any further rights or obligations hereunder other than those which expressly survive the termination of this Agreement or as otherwise provided in this Agreement (including, without limitation Section 13.2(c)). The provisions of this Section 8.5 shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5 8.5, Section 8.6, Section 9.2 and Section 8.6 13.3 shall be subject to Section 13.313.3(c).

Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice Seller shall be unable to convey title to the Sellers Units, subject to the Permitted Exceptions, and Purchaser shall not, prior to the Closing Date (as set forth it may have been adjourned in Section 8.2 accordance with this Agreement), give notice to Seller that Purchaser is willing to waive objection to each Title Exception which is not a Permitted Exception and such title exception constitutes a Material Title Exceptionclose this transaction without abatement of the Purchase Price, the Sellers credit or allowance of any kind or any claim or right of action against Seller for damages or otherwise, Seller shall have the right, at the Sellers’ Seller's sole election, to either (a1) take such action as the Sellers Seller shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, which is not a “Title Objection”) Permitted Exception or (b2) decline terminate this Agreement. In the event Seller shall elect to take such action to discharge each such Title Objection. The Sellers shallException which is not a Permitted Exception, within seven Seller shall be entitled to one or more adjournments of the Closing Date for a period not to exceed ninety (790) Business Days after receipt days in the aggregate (inclusive of any Objection Noticeadjournments made by Seller pursuant to Sections 5.5 and 5.6 hereof), deliver and the Closing shall be adjourned to a response date specified by Seller not beyond such ninety (90) day period. If, for any reason whatsoever, Seller shall not have succeeded in discharging each such Title Exception at the expiration of such adjournment(s) and if Purchaser shall not, prior to the Buyer specifying all Title Objections which expiration of the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt last of such Objection Noticeadjournments, then give notice to Seller that Purchaser is willing to waive objection to each such Title Exception and to close this transaction without abatement of the Sellers Purchase Price, credit or allowance of any kind or any claim or right of action against Seller for damages or otherwise, this Agreement shall be deemed to have declined be terminated as of the last date to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to which the Closing Date, the Buyer shall have the right, at its sole election, Date was adjourned by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction Seller pursuant to the remaining terms and conditions this Article V. Upon any termination of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction Agreement pursuant to this Section 8.55.4, such affected Property (I) the Cash Deposit (together with any interest earned thereon) shall be returned to Purchaser and (II) neither party 19 shall have any further rights or obligations hereunder other than those which expressly survive the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes termination of this Agreement. No action taken by Seller to discharge, or attempt to discharge, any purported Title Exception shall be an admission that any such purported Title Exception is not a Permitted Exception. The provisions of this Section 8.5 5.4 shall be subject to the Sellers’ Seller's and the Buyer’s Purchaser's rights and obligations with respect to Voluntary Title Exceptions and Monetary Liquidated Sum Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5 Sections 5.5 and Section 8.6 shall be subject to Section 13.35.6 below, respectively.

Rights in Respect of Inability to Convey. In Subject to the Seller's obligations to remove Voluntary Title Exceptions pursuant to Section 8.6 below, in the event that the Buyer delivers an Objection Notice Seller shall be unable to deliver title to the Sellers Property in the condition required under Section 8.1 and the Buyer shall not, prior to the Closing Date (as set forth it may have been adjourned in Section 8.2 and such accordance with this Agreement), give notice to the Seller that the Buyer is willing to waive objection to each title exception constitutes which is not a Material Title ExceptionPermitted Exception and close this transaction without abatement of the Purchase Price, credit or allowance of any kind or any claim or right of action against the Seller for damages or otherwise, the Sellers Seller shall have the right, at the Sellers’ Seller's sole election, to either (al) take such action as the Sellers Seller shall deem advisable to discharge each such Material Title title exception which is not a Permitted Exception specified in the Objection Notice (each such exception, a “Title Objection”) or (b2) decline terminate this Agreement. In the event the Seller shall elect to take such action to discharge each Title Objection. The Sellers shallsuch title exception which is not a Permitted Exception, within seven the Seller shall be entitled to one or more adjournments of the Closing Date for a period not to exceed ninety (790) Business Days after receipt days in the aggregate (inclusive of any Objection Noticeadjournments made by the Seller pursuant to Section 8.6 below) and the Closing shall be adjourned to a date specified by the Seller not beyond such ninety (90) day period. If, deliver a response for any reason whatsoever, the Seller shall not have succeeded in discharging each such title exception at the expiration of such adjournment(s) and if the Buyer shall not, prior to the Buyer specifying all Title Objections which expiration of the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt last of such Objection Noticeadjournments, then give notice to the Sellers Seller that the Buyer is willing to waive objection to each such title exception and to close this transaction without abatement of the Purchase Price, credit or allowance of any kind or any claim or right of action against the Seller for damages or otherwise, this Agreement shall be deemed to have declined be terminated as of the last date to take which the Closing Date was adjourned by the Seller pursuant to this Article VIII. Upon any action termination of this Agreement pursuant to discharge such Title Objections. The this Section, (I) the Earnest Money shall be refxxxxx xo the Buyer and (II) neither party shall have any further rights or obligations hereunder other than those which expressly survive the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions termination of this Agreement. No action taken by the Seller to discharge, without or attempt to discharge, any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer purported title exception shall be deemed to have elected the option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, an admission that any such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreementpurported title exception is not a Permitted Exception. The provisions of this Section 8.5 shall be subject to the Sellers’ Seller's and the Buyer’s 's rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5 and Section 8.6 shall be subject to Section 13.3.

Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2 and such title exception constitutes a Material Title Exception8.2, the Sellers shall have the right, at the Sellers’ ' sole election, to either (a) take such action as the Sellers shall deem advisable to discharge each such Material Title Exception title exception specified in the Objection Notice which is not a Permitted Exception (each such exception, a “Title Objection”) or (b) decline to take such action to discharge each Title Objection. The Sellers shall, within seven five (75) Business Days after receipt of any Objection Notice, deliver a response to the Buyer specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or dischargedischarge (“Title Response Notice”). If the Sellers shall fail to respond to any Objection Notice within seven five (75) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right at to adjourn the Closing for a period not to exceed fifteen (15) days, in order to undertake to cure or satisfy any time particular objection(s) raised by Buyer in the Objection Notice, provided, however, that Seller shall notify Buyer, in writing, within 15 days prior to waive any objections that it may have madethe scheduled Closing Date (or to the extent an Objection Notice is not received until a date which is later than 15 days prior to the scheduled Closing Date, within, two (2) Business Days of receipt of such Objection Notice, but in no event later than two (2) Business Days prior to the Closing Date) of its election to so adjourn the Closing. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to in the Closing Datetime period specified in this Section 8.5, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days Seller on or prior to the Closing DateClosing, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transactiontransaction pursuant to Section 13.3(c) hereof. If Buyer fails to so give the Sellers Seller notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. If Seller does so reasonably cure or satisfy, or undertake to reasonably cure or satisfy, such objection to the satisfaction of Buyer, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, 36 such affected Property shall be removed from the Assets to be sold hereunder, all references to such Property and the Asset-Related Property related thereto in this Agreement shall constitute “Excluded Assets” be deemed deleted and the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for purposes each such affected Property. Upon termination of this AgreementAgreement pursuant to this Section 8.5 together with Section 13.3(c), (x) to the extent the Xxxxxxx Money is in the form of immediately available wired funds, such funds shall be promptly refunded to the Buyer and to the extent the Xxxxxxx Money is in the form of a letter of credit, such letter of credit shall be promptly returned to the Buyer and (y) neither party shall have any further rights or obligations hereunder other than those which expressly survive the termination of this Agreement or as otherwise provided in this Agreement (including, without limitation Section 13.2(c)). The provisions of this Section 8.5 shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5 8.5, Section 8.6, Section 9.2 and Section 8.6 13.3 shall be subject to Section 13.313.3(c).

Rights in Respect of Inability to Convey. In the event that Sellers shall be unable to convey the Asset as a result of the existence of a title exception that Sellers are not required to remove pursuant to this Agreement, subject only to the Permitted Exceptions and the Buyer delivers an Objection Notice shall not, on or before the Closing Date (as it may have been adjourned in accordance with this Agreement), give notice to the Sellers as set forth in Section 8.2 and such that the Buyer is willing to waive objection to each title exception constitutes which is not a Material Title ExceptionPermitted Exception and close this transaction without abatement of the Purchase Price, credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise, the Sellers shall have the right, at the Sellers’ sole ' election, to either (al) take take, or cause City Center LLC to take, such action as the Sellers shall deem advisable to discharge each such Material Title title exception which is not a Permitted Exception specified in the Objection Notice (each such exception, a “Title Objection”) or (b2) decline terminate this Agreement. In the event the Sellers shall elect to take such take, or cause the City Center LLC to take, action to discharge each Title Objection. The Sellers shallsuch title exception which is not a Permitted Exception, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed entitled to have declined one or more adjournments of the Closing Date for a period not to take exceed 45 days in the aggregate (inclusive of any action adjournments made by the Sellers pursuant to discharge Section 9.6 below) and the Closing shall be adjourned to a date mutually agreed upon by the Sellers and Buyer not beyond such Title Objections45 day period. The Buyer shall have the right at If, for any time to waive any objections that it may have made. In the event (a) reason whatsoever, the Sellers shall decline not have succeeded in discharging each such title exception at the expiration of such adjournment(s) and if the Buyer shall not, prior to take the expiration of the last of such adjournments, give notice to the Sellers that the Buyer is willing to waive objection to each such title exception and to close this transaction without abatement of the Purchase Price, credit or allowance of any kind or any claim or right of action (against the Sellers for damages or otherwise, then this Agreement shall be deemed to have declined be terminated as of the last date to take action) to discharge such Title Objection or (b) which the Closing Date was adjourned by the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5Article IX. Upon any termination of this Agreement pursuant to this Section, such affected (I) the Xxxxxxx Money shall be refunded to the Buyer and (II) neither party shall have any further rights or obligations with respect to the Property and for which the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes provisions of this Agreement are being terminated, except those obligations which expressly survive the termination of this Agreement. The provisions of this Section 8.5 No action taken by the Sellers or City Center LLC to discharge, or attempt to discharge, or cause the City Center LLC to discharge or attempt to discharge, any purported title exception shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude an admission that any Property pursuant to the provisions of this Section 8.5 and Section 8.6 shall be subject to Section 13.3.such purported title exception is not a