Common use of Status of Title Clause in Contracts

Status of Title. Within ten (10) business days after Opening of Escrow, or as soon thereafter as possible, Title Company shall provide Buyer and Seller with a current commitment for title insurance (the "Title Commitment") for the Property, disclosing all matters of record and other matters of which Title Company has knowledge which relate to the title to the Property, and a legible copy of each of the instruments and documents referred to in the Title Commitment. The Title Commitment shall include Title Company’s requirements for Closing and issuing its title policy. Seller shall satisfy those requirements of Seller requiring a release of consensual monetary encumbrances on or before the Closing. Buyer shall have ten (10) business days after receipt of the Title Commitment and copies of all instruments and documents referred to in the Title Commitment, or five (5) business days after the receipt of any amendment thereto and copies of all instruments and documents referred to therein, to object in writing to Seller to any matter shown thereon. If Buyer fails to object within said period, the condition of title to the Property shall be deemed approved. If Buyer timely objects to any matter disclosed by the Title Commitment or any amendment thereto, the Seller may, but is not obligated, to use reasonable efforts to cure such objection(s) (although in no event shall the Seller be required to expend funds) within fifteen (15) business days thereafter. If, within such fifteen (15) business day period, the Seller is unsuccessful or responds that it is unwilling to cure Buyer’s objection(s), Buyer shall have five (5) business days following notice from the Seller of its inability or unwillingness to cure in which Buyer shall elect by delivering written notice to the Seller and Title Company either to (a) waive its objection(s); or (b) terminate this Agreement. If Buyer elects to terminate this Agreement, Title Company shall deliver the Xxxxxxx Money to Buyer, less Fair Consideration (defined in Section 6.02(b)) without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder except for those rights and obligations that survive the termination of this Agreement or the Close of Escrow as provided in this Agreement. Failure by Xxxxx to make a timely election shall constitute an election to terminate this Agreement. Failure by the Seller to give any notice shall constitute the Seller’s election not to cure. Notwithstanding anything else stated herein, in all events, regardless of whether Xxxxx has given notice of objection as stated above, the Seller shall be obligated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence at the time of execution of this Agreement or incurred by the Seller on or before Closing hereunder (other than current taxes not yet due). Any title exceptions which have not been objected to or waived by Buyer shall be called “Permitted Title Exceptions.”

Status of Title. Within ten (10) business days after Opening of Escrow, or as soon thereafter as possible, Title Company Escrow Agent shall provide issue and deliver to Buyer and Seller with (a) a current commitment for an ALTA extended coverage owner’s policy of title insurance (the "Title Commitment") for the Property, disclosing and (b) copies of all matters of record and other matters of which documents referenced as exceptions therein (collectively, the “Title Company has knowledge which relate to the title to the Property, and a legible copy of each of the instruments and documents referred to Commitment”). Buyer shall be responsible for satisfying any survey requirement in the Title Commitment. The Title Commitment and, as set forth in Section 14 hereinbelow, shall include Title Company’s requirements for Closing obtain at its own cost and issuing its title policy. deliver to Seller shall satisfy those requirements the Survey no later than ten (10) days prior to the expiration of Seller requiring a release of consensual monetary encumbrances on or before the ClosingFeasibility Period. Buyer shall have ten (10) business days after receipt of the Title Commitment and copies of all instruments and documents referred to in the Title Commitment, or five (5) business days after the receipt of any amendment thereto to the title commitment and copies of all instruments and documents referred to therein, to object in writing to Seller to any matter shown thereonthereon (except that Buyer shall have no right of objection to any matter previously approved or deemed approved by Buyer) (a “Buyer’s Objection Letter”). If Any matters shown in the Title Commitment (or any amendments or updates thereof) which are not timely objected to by Buyer fails to object within said period, the condition of title to the Property shall be deemed approved. If Buyer timely objects to be “Permitted Exceptions.” Except as set forth in the last sentence of this subparagraph 7(a), Seller shall have no obligation to cure or correct any matter disclosed objected to by Buyer. On or before the Title Commitment or any amendment thereto, the Seller may, but is not obligated, to use reasonable efforts to cure such objection(s) fifth (although in no event shall the Seller be required to expend funds) within fifteen (15) business days thereafter. If, within such fifteen (155th) business day period, the Seller is unsuccessful or responds that it is unwilling to cure following Seller’s receipt of Buyer’s objection(s)Objection Letter, Buyer shall have five (5) business days following notice from the Seller of its inability or unwillingness to cure in which Buyer shall elect may elect, by delivering written notice of such election to Buyer and Escrow Agent (“Seller’s Response”) whether to cause Escrow Agent to remove or insure over any matters objected to in Buyer’s Objection Letter. If Seller fails to deliver Seller’s Response within the time frame set forth above, it shall be deemed to be an election by Seller not to cause Escrow Agent to so remove or insure over such objections. If Seller elects not to cause Escrow Agent to so remove or insure, then Buyer must elect, by delivering written notice of such election to Seller and Title Company either Escrow Agent on or before the earlier to occur of (a) waive its objection(s); the fifth (5th) business day following Buyer’s receipt of Seller’s Response or (b) if no Seller’s Response is received by Buyer, the fifth (5th) business day following the date on which Seller shall have been deemed to have responded, as provided above, to: (i) terminate this Agreement. If Buyer elects to terminate this AgreementAgreement (in which case Escrow Agent shall return the Second Deposit, Title Company shall deliver if the Xxxxxxx Money same has been deposited with Escrow Agent, to Buyer, less Fair Consideration (defined in Section 6.02(b)) without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder except for those rights and obligations that survive to the other hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement Agreement); or (ii) proceed with this transaction in which event such objected to exceptions or matters shall be deemed to be Permitted Exceptions. In the Close of Escrow as provided in this Agreement. Failure by Xxxxx event that Buyer fails to make such election on a timely election basis, then Buyer shall constitute an election be deemed to terminate have elected to proceed with this Agreement. Failure by Agreement in accordance with the Seller to give any notice shall constitute the Seller’s election not to curepreceding clause (ii). Notwithstanding anything else stated hereinthe foregoing to the contrary, in all events, regardless of whether Xxxxx has given notice of objection as stated above, Seller agrees to release and extinguish on or before the Seller shall be obligated to satisfy and otherwise remove Closing all monetary and financial liens and encumbrances in existence at against the time Property securing the payment of execution of this Agreement or incurred by private debts (excluding the Seller on or before Closing hereunder (other than current lien for taxes and assessments not yet duedue and payable). Any title exceptions which have not been objected to or waived by , and Buyer shall be called “Permitted Title Exceptionshave no obligation to object to such liens and encumbrances.”

Status of Title. Within ten (10) business days after Opening of Escrow, or as soon thereafter as possible, Title Company shall provide Buyer and Seller with a current commitment for title insurance (the "Title Commitment") for the Property, disclosing all matters of record and other matters of which Title Company has knowledge which relate to the title to the Property, and a legible copy of each of the instruments and documents referred to in the Title Commitment. The Title Commitment shall include Title Company’s requirements for Closing and issuing its title policy. Seller shall satisfy those requirements of Seller requiring a release of consensual monetary encumbrances on or before the Closing. Buyer shall have ten (10) business days after receipt of the Title Commitment and copies of all instruments and documents referred to in the Title Commitment, or five (5) business days after the receipt of any amendment thereto and copies of all instruments and documents referred to therein, to object in writing to Seller to any matter shown thereon. If Buyer fails to object within said period, the condition of title to the Property shall be deemed approved. If Buyer timely objects to any matter disclosed by the Title Commitment or any amendment thereto, the Seller may, but is not obligated, to use reasonable efforts to cure such objection(s) (although in no event shall the Seller be required to expend funds) within fifteen ten (1510) business days thereafter. If, within such fifteen (15) business 10-business-day period, the Seller is unsuccessful or responds that it is unwilling to cure Buyer’s objection(s), Buyer shall have five (5) business days following notice from the Seller of its inability or unwillingness to cure in which Buyer shall elect by delivering written notice to the Seller and Title Company either to (a) waive its objection(s); or (b) terminate this Agreement. If Buyer elects to terminate this Agreement, Title Company shall deliver the Xxxxxxx Money to Buyer, less Fair Consideration (defined in Section 6.02(b)) Buyer without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder except for those rights and obligations that survive the termination of this Agreement or the Close of Escrow as provided in this Agreement. Failure by Xxxxx to make a timely election shall constitute an election to terminate this Agreement. Failure by the Seller to give any notice shall constitute the Seller’s election not to cure. Notwithstanding anything else stated herein, in all events, regardless of whether Xxxxx has given notice of objection as stated above, the Seller shall be obligated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence at the time of execution of this Agreement or incurred by the Seller on or before Closing hereunder (other than current taxes not yet due). Any title exceptions which have not been objected to or waived by Buyer shall be called “Permitted Title Exceptions.”

Status of Title. Within ten (10) business days after Opening of EscrowEscrow Agent shall, or as soon thereafter as possibleat Seller's expense, Title Company shall provide Buyer and Seller Purchaser with a current commitment for title insurance and copies of all exceptions to title (the "Title CommitmentReport") for the Property, disclosing all matters of record and other matters of which Title Company Xxxxxx Agent has knowledge which relate to the title to the Property, and a legible copy of each of the instruments and documents referred to in the Title CommitmentReport. The Title Commitment shall include Title Company’s requirements for Closing and issuing its title policy. Seller shall satisfy those requirements of Seller requiring a release of consensual monetary encumbrances on or before the Closing. Buyer Purchaser shall have ten (10) business days after receipt until the expiration of the Title Commitment and copies of all instruments and documents referred to in the Title Commitment, or five (5) business days after the receipt of any amendment thereto and copies of all instruments and documents referred to therein, Feasibility Period to object in writing to Seller to any matter shown thereon. If Buyer Purchaser fails to object within said period, the condition of title to the Property shall be deemed approved. If Buyer timely Purchaser objects to any matter disclosed by the said Title Commitment Report or any amendment thereto, the Seller may, but is not obligated, shall give written notice to use reasonable efforts to cure such objection(s) Purchaser (although in no event shall the Seller be required to expend funds"Seller's Response") within fifteen two (152) business days thereafterof receipt of the objection that (i) Seller shall not cure or cause to be removed the objected to matter or (ii) Seller shall cure or cause to be removed the objected to matter in which event Seller shall have until the date set for Close of Escrow within which to cause to be removed any such objected to matter from the Title Report and any amendment and policy of title insurance to be issued in favor of Purchaser. If, If Seller fails to deliver its response within such fifteen two (152) business day period, the then Seller is unsuccessful or responds shall be deemed to have responded that it is unwilling shall not attempt to cure Buyer’s objection(s)or cause to be removed the objected to matter. If Seller elects not to cure or cause to be removed the objected to matter, Buyer Purchaser shall have five until the date two (52) business days following notice from the Seller Purchaser's receipt of its inability or unwillingness Seller's Response to cure in which Buyer shall elect by delivering written notice to the Seller and Title Company either to (a) waive its objection(s); objection or (b) terminate this Agreement. If Buyer elects In the event that Purchaser fails to timely terminate this Agreement pursuant to this Section 8, the right to terminate this Agreement, Title Company shall deliver the Xxxxxxx Money to Buyer, less Fair Consideration (defined in Section 6.02(b)) without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder except for those rights and obligations that survive the termination of this Agreement or the Close of Escrow as provided in this Agreement. Failure by Xxxxx to make a timely election shall constitute an election to terminate this Agreement. Failure by the Seller to give any notice shall constitute the Seller’s election not to cure. Notwithstanding anything else stated herein, in all events, regardless of whether Xxxxx has given notice of objection as stated above, the Seller contained herein shall be obligated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence at the time of execution of this Agreement or incurred by the Seller on or before Closing hereunder (other than current taxes not yet due). Any title exceptions which have not been objected to or waived by Buyer shall be called “Permitted Title Exceptionswaived.”

Status of Title. Within ten (10) business days after Opening of Escrow, or as soon thereafter as possible, Title Company shall provide Buyer and Seller with a current commitment for title insurance (the "Title Commitment") for the Property, disclosing all matters of record and other matters of which Title Company has knowledge which relate to the title to the Property, and a legible copy of each of the instruments and documents referred to in the Title Commitment. The Title Commitment shall include Title Company’s requirements for Closing and issuing its title policy. Seller shall satisfy those requirements of Seller requiring a release of consensual monetary encumbrances on or before the Closing. Buyer shall have ten (10) business days after receipt of the Title Commitment and copies of all instruments and documents referred to in the Title Commitment, or five (5) business days after the receipt of any amendment thereto and copies of all instruments and documents referred to therein, to object in writing to Seller to any matter shown thereon. If Buyer fails to object within said period, the condition of title to the Property shall be deemed approved. If Buyer timely objects to any matter disclosed by the Title Commitment or any amendment thereto, the Seller may, but is not obligated, to use reasonable efforts to cure such objection(s) (although in no event shall the Seller be required to expend funds) within fifteen (15) business days thereafter. If, within such fifteen (15) business day period, the Seller is unsuccessful or responds that it is unwilling to cure Buyer’s objection(s), Buyer shall have five (5) business days following notice from the Seller of its inability or unwillingness to cure in which Buyer shall elect by delivering written notice to the Seller and Title Company either to (a) waive its objection(s); or (b) terminate this Agreement. If Buyer elects to terminate this Agreement, Title Company shall deliver the Xxxxxxx Money to Buyer, less Fair Consideration (defined in Section 6.02(b)) without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder except for those rights and obligations that survive the termination of this Agreement or the Close of Escrow as provided in this Agreement. Failure by Xxxxx to make a timely election shall constitute an election to terminate this Agreement. Failure by the Seller to give any notice shall constitute the Seller’s election not to cure. Notwithstanding anything else stated herein, in all events, regardless of whether Xxxxx has given notice of objection as stated above, the Seller shall be obligated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence at the time of execution of this Agreement or incurred by the Seller on or before Closing hereunder (other than current taxes not yet due). Any title exceptions which have not been objected to or waived by Buyer shall be called “Permitted Title Exceptions.”fifteen

Status of Title. Within ten (10) business days after the Opening of Escrow, or as soon thereafter as possible, Title Company shall provide Buyer and Seller with Buyer, at Seller's expense, a current commitment for owner's policy of title insurance (the "Title Commitment") for the PropertyProperty in the amount of the Purchase Price, issued by the Title Company disclosing all matters of record and other matters of which that Title Company has knowledge which relate relating to the title to the Property, and a legible copy of each of the instruments and documents referred to in the Title Commitment. The , including those documents referenced as exceptions in the Title Commitment shall include Title Company’s requirements for Closing and issuing its title policy. Seller shall satisfy those requirements of Seller requiring a release of consensual monetary encumbrances on or before the ClosingCommitment. Buyer shall have ten thirty (1030) business days after its receipt of the Title Commitment and copies of all instruments and documents referred to in the Title CommitmentSurvey (as hereinafter defined), or five (5) business days after the receipt of any updates or amendment thereto and copies of all instruments and documents referred which causes the Title Commitment to thereindisclose a new title exception that was not created or permitted by Xxxxx (each, a “Title Commitment Update”), to object in writing to Seller and Title Company to any matter shown thereonthereon and any matters shown on a current survey obtained by Buyer (the “Survey”). If Buyer Xxxxx fails to object within the said period, the condition of title to the Property shall be is deemed approved. If Buyer timely objects to any matter disclosed by the Title Commitment or Commitment, any amendment thereto, or the Survey, Seller may, but is not obligatedobligated to, to use reasonable efforts to cure such objection(s) (although in no event shall the Seller be required to expend funds, other than for Unpermitted Liens (as hereinafter defined)) within fifteen ten (1510) business days thereafter. If, within such fifteen ten (1510) business day period, the Seller is unsuccessful or responds in writing that it is unwilling to cure Buyer’s Xxxxx's objection(s), Buyer shall will have five (5) business days following notice from the Seller of its inability or unwillingness to cure in which Buyer shall elect by delivering written notice to the Seller and Title Company either to (a) waive its objection(s); ) or (b) terminate this Agreement. If Buyer elects to terminate this AgreementAgreement under this Section, including any termination occurring pursuant to a Title Commitment Update up to and on Closing, Title Company shall immediately deliver the Xxxxxxx Money Down Payment to Buyer, less Fair Consideration (defined in Section 6.02(b)) Buyer without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder under this Agreement except for those rights and obligations that survive the termination of this Agreement or the Close of Escrow as provided in this Agreement. Failure by Xxxxx to make a timely election shall constitute an election to terminate this Agreement. Failure by the Seller to give any notice shall constitute the Seller’s 's election not to cure. Any title exceptions that have not been objected to or waived or deemed approved by Buyer, or which are caused by Buyer or its agents, shall be called "Permitted Title Exceptions". Notwithstanding anything else stated herein, in all events, regardless of whether Xxxxx has given notice of objection as stated aboveat closing, the Seller shall be obligated to satisfy and otherwise remove all monetary and financial liens (including, but not limited to, mechanic’s liens or liens for delinquent unpaid taxes and encumbrances assessments) caused directly or indirectly by Seller in existence at the time of execution of this Agreement or incurred by the Seller on or before Closing hereunder (other than current taxes not yet due) (“Unpermitted Liens”). Any title exceptions which have not been objected to or waived by Buyer shall be called “Permitted Title Exceptions.”

Status of Title. Within ten (10) business days after Opening of Escrow, or as soon thereafter as possible, Title Company Escrow Agent shall provide issue and deliver to Buyer and Seller with (a) a current commitment for an ALTA extended coverage owner’s policy of title insurance (the "Title Commitment") for the Property, disclosing and (b) copies of all matters of record and other matters of which documents referenced as exceptions therein (collectively, the “Title Company has knowledge which relate to the title to the Property, and a legible copy of each of the instruments and documents referred to Commitment”). Buyer shall be responsible for satisfying any survey requirement in the Title Commitment. The Title Commitment and, as set forth in Section 14 hereinbelow, shall include Title Company’s requirements for Closing obtain at its own cost and issuing its title policy. deliver to Seller shall satisfy those requirements the Survey no later than ten (10) days prior to the expiration of Seller requiring a release of consensual monetary encumbrances on or before the ClosingFeasibility Period. Buyer shall have ten (10) business days after receipt of the Title Commitment and copies of all instruments and documents referred to in the Title Commitment, or five (5) business days after the receipt of any amendment thereto to the title commitment and copies of all instruments and documents referred to therein, to object in writing to Seller to any matter shown thereonthereon (except that Buyer shall have no right of objection to any matter previously approved or deemed approved by Buyer) (a “Buyer’s Objection Letter”). If Any matters shown in the Title Commitment (or any amendments or updates thereof) which are not timely objected to by Buyer fails to object within said period, the condition of title to the Property shall be deemed approved. If Buyer timely objects to be “Permitted Exceptions.” Except as set forth in the last sentence of this subparagraph 7(a), Seller shall have no obligation to cure or correct any matter disclosed objected to by Buyer. On or before the Title Commitment or any amendment thereto, the Seller may, but is not obligated, to use reasonable efforts to cure such objection(s) fifth (although in no event shall the Seller be required to expend funds) within fifteen (15) business days thereafter. If, within such fifteen (155th) business day period, the Seller is unsuccessful or responds that it is unwilling to cure following Seller’s receipt of Buyer’s objection(s)Objection Letter, Buyer shall have five (5) business days following notice from the Seller of its inability or unwillingness to cure in which Buyer shall elect may elect, by delivering written notice of such election to the Seller Buyer and Title Company either Escrow Agent (“Seller’s Response”) whether to (a) waive its objection(s); cause Escrow Agent to remove or (b) terminate this Agreementinsure over any matters objected to in Buyer’s Objection Letter. If Buyer elects Seller fails to terminate this Agreementdeliver Seller’s Response within the time frame set forth above, Title Company it shall deliver the Xxxxxxx Money be deemed to Buyer, less Fair Consideration (defined in Section 6.02(b)) without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder except for those rights and obligations that survive the termination of this Agreement or the Close of Escrow as provided in this Agreement. Failure by Xxxxx to make a timely election shall constitute be an election to terminate this Agreement. Failure by the Seller to give any notice shall constitute the Seller’s election not to curecause Escrow Agent to so remove or insure over such objections. Notwithstanding anything else stated hereinIf Seller elects not to cause Escrow Agent to so remove or insure, in all eventsthen Buyer must elect, regardless of whether Xxxxx has given by delivering written notice of objection as stated above, the Seller shall be obligated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence at the time of execution of this Agreement or incurred by the Seller on or before Closing hereunder (other than current taxes not yet due). Any title exceptions which have not been objected to or waived by Buyer shall be called “Permitted Title Exceptions.”such election

Status of Title. Within ten The Purchaser will obtain (10) business days after Opening of Escrowor has obtained), or as soon thereafter as possibleat Purchaser’s expense, Title Company shall provide Buyer and Seller with a current title commitment for title insurance (the "“Title Commitment"”) for with respect to each parcel comprising the Real Property, disclosing all matters of record and other matters of which Title Company has knowledge which relate to the title to the Property, and a together with legible copy of each of the instruments and documents referred to in the Title Commitment. The Title Commitment shall include Title Company’s requirements for Closing and issuing its title policy. Seller shall satisfy those requirements of Seller requiring a release of consensual monetary encumbrances on or before the Closing. Buyer shall have ten (10) business days after receipt of the Title Commitment and copies of all instruments and documents referred to in title exception documents, as well as the Title Commitment, or five Survey. Within twenty (520) business days after the receipt of any amendment thereto and copies of all instruments and documents referred to thereinthe Title Commitment, to object in writing to Seller to any matter shown thereon. If Buyer fails to object but within said periodthe Due Diligence Period, the condition of title Purchaser will submit to the Property shall be deemed approved. If Buyer timely objects Seller a written Notice from the Purchaser (“Title Notice”) specifying any defects in or objections to any matter disclosed by the title shown in the Title Commitment or the Surveys which in the Purchaser’s judgment adversely affect the Real Property. Any and all (a) liens, encumbrances and other exceptions to title (the “Title Exceptions”) to which Purchaser timely objects, and (b) encroachments by improvements on adjoining properties onto or over the Lands, any amendment theretoencroachments of the Improvements onto or over adjoining properties, setback lines or easements (to the extent in violation thereof) and any other survey defects which adversely affect title to the Real Property (the “Survey Defects”) and are not Permitted Encumbrances, together shall constitute “Unpermitted Exceptions” to title to the Real Property. The Seller shall notify the Purchaser in writing within five (5) days following receipt of the Title Notice whether the Seller elects cure any title matters set forth in the Title Notice; provided, however, if a title objection is with respect to a monetary lien or monetary encumbrance on the Real Property, then Seller shall cause such lien to be released or satisfied of record at Seller’s expense prior to Closing. If the Seller elects to cure such title matters, the Seller mayshall do so at its own expense. Upon the Purchaser’s failure to timely object, all matters shown on the Title Commitment or on the Surveys shall thereafter be deemed a “Permitted Encumbrance” with respect to the Real Property. If the Seller elects to cure the title defects, but is not obligatedunable to complete the cure of such Title Exception or Survey Defect at or before Closing, the Purchaser shall have the right, in its absolute discretion, to use reasonable efforts elect, upon written Notice to cure such objection(s) (although in no event shall the Seller be required within five (5) days of Purchaser’s receipt of Seller’s response, to expend fundseither (i) within defer the Closing Date for a reasonable period not exceeding fifteen (15) business days thereafter. If, within such fifteen (15) business day period, to give the Seller is unsuccessful an opportunity to either (A) cure such Title Exception or responds that it is unwilling Survey Defect, or (B) if the Purchaser, in its sole and absolute discretion agrees to cure Buyer’s objection(s)accept affirmative title insurance coverage with respect to such Title Exception or Survey Defect, Buyer shall have five (5) business days following notice from provide the Seller of its inability or unwillingness to cure in which Buyer shall elect by delivering written notice to the Seller and Title Company either such assurances as the Title Company requires to (a) waive its objection(s); insure the Purchaser against any loss arising from such Title Exception or Survey Defect, or (bii) terminate this Agreement. If Buyer elects to terminate this Agreement, Title Company shall deliver the Xxxxxxx Money proceed pursuant to Buyer, less Fair Consideration (defined in Section 6.02(b)) without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder except for those rights and obligations that survive the termination of this Agreement or the Close of Escrow as provided in this Agreement. Failure by Xxxxx to make a timely election shall constitute an election to terminate this Agreement4.2.2 below. Failure by the Seller Purchaser to give any notice shall constitute deliver the Seller’s election not Notice referred to cure. Notwithstanding anything else stated herein, in all events, regardless of whether Xxxxx has given notice of objection as stated above, the Seller immediately preceding sentence shall be obligated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence at the time of execution of this Agreement or incurred by the Seller on or before Closing hereunder deemed an election under (other than current taxes not yet due). Any title exceptions which have not been objected to or waived by Buyer shall be called “Permitted Title Exceptionsii) above.”

Status of Title. Within ten The Purchaser will obtain (10) business days after Opening of Escrowor has obtained), or as soon thereafter as possibleat Purchaser’s expense, Title Company shall provide Buyer and Seller with a current title commitment for title insurance (the "“Title Commitment"Commitments”) for with respect to each parcel comprising the Real Property, disclosing together with legible copies of all matters title exception documents, as well as the Surveys. On or before the date that is seven (7) days prior to the expiration of record and other matters of which the Due Diligence Period, the Purchaser will submit to the Seller a written Notice from the Purchaser (“Title Company has knowledge which relate Notice”) specifying any defects in or objections to the title shown in the Title Commitments or the Surveys which in the Purchaser’s judgment adversely affect the Real Property. Any and all (a) liens, encumbrances and other exceptions to title (the “Title Exceptions”) to which Purchaser timely objects, and (b) encroachments by improvements on adjoining properties onto or over the Land, any encroachments of the Improvements onto or over adjoining properties, setback lines or easements (to the extent in violation thereof) and any other survey defects which adversely affect title to any of the Real Property, to which Purchaser timely objects (the “Survey Defects”), and a legible copy of each are not Permitted Encumbrances, together shall constitute “Unpermitted Exceptions” to title to the Real Property. The Seller shall notify the Purchaser in writing within five (5) days following receipt of the instruments Title Notice whether the Seller elects cure any title matters set forth in the Title Notice; provided, however, if a title objection is with respect to a monetary lien or monetary encumbrance on the Real Property, then Seller shall cause such lien to be released or satisfied of record or bonded at Seller’s expense prior to Closing such that the Title Company will issue the Title Policy without exception for such monetary lien or encumbrance. If the Seller elects to cure any Unpermitted Exceptions, the Seller shall do so at its own expense. Upon the Purchaser’s failure to timely provide the Title Notice, all matters shown on the Title Commitments or on the Surveys shall thereafter be deemed a “Permitted Encumbrance” with respect to the Real Property. If the Seller elects to cure Unpermitted Exceptions set forth in the Title Notice, but is unable to complete the cure of such Title Exception or Survey Defect at or before Closing, the Purchaser shall have the right, in its absolute discretion, to elect, upon written Notice to the Seller, to either (i) defer the Closing Date for a reasonable period not exceeding fifteen (15) days to give the Seller an opportunity to either (A) cure such Title Exception or Survey Defect, or (B) if the Purchaser, in its sole and documents absolute discretion agrees to accept affirmative title insurance coverage with respect to such Title Exception or Survey Defect, provide the Title Company such assurances as the Title Company requires to insure the Purchaser against any loss arising from such Title Exception or Survey Defect, or (ii) to proceed pursuant to Section 4.2.2 below. Failure by the Purchaser to deliver the notice referred to in the Title Commitment. The Title Commitment shall include Title Company’s requirements for Closing and issuing its title policy. Seller shall satisfy those requirements of Seller requiring a release of consensual monetary encumbrances on or before the Closing. Buyer shall have ten (10) business days after receipt of the Title Commitment and copies of all instruments and documents referred to in the Title Commitment, or five (5) business days after the receipt of any amendment thereto and copies of all instruments and documents referred to therein, to object in writing to Seller to any matter shown thereon. If Buyer fails to object within said period, the condition of title to the Property immediately preceding sentence shall be deemed approved. If Buyer timely objects to any matter disclosed by the Title Commitment or any amendment thereto, the Seller may, but is not obligated, to use reasonable efforts to cure such objection(s) (although in no event shall the Seller be required to expend funds) within fifteen (15) business days thereafter. If, within such fifteen (15) business day period, the Seller is unsuccessful or responds that it is unwilling to cure Buyer’s objection(s), Buyer shall have five (5) business days following notice from the Seller of its inability or unwillingness to cure in which Buyer shall elect by delivering written notice to the Seller and Title Company either to (a) waive its objection(s); or (b) terminate this Agreement. If Buyer elects to terminate this Agreement, Title Company shall deliver the Xxxxxxx Money to Buyer, less Fair Consideration (defined in Section 6.02(b)) without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder except for those rights and obligations that survive the termination of this Agreement or the Close of Escrow as provided in this Agreement. Failure by Xxxxx to make a timely election shall constitute an election to terminate this Agreement. Failure by the Seller to give any notice shall constitute the Seller’s election not to cure. Notwithstanding anything else stated herein, in all events, regardless of whether Xxxxx has given notice of objection as stated under (ii) above, the Seller shall be obligated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence at the time of execution of this Agreement or incurred by the Seller on or before Closing hereunder (other than current taxes not yet due). Any title exceptions which have not been objected to or waived by Buyer shall be called “Permitted Title Exceptions.”

Status of Title. Within thirty (30) days after the Effective Date hereof, Purchaser shall obtain a current title commitment to be issued by the Title Company with respect to the Land and the other Real Property interests hereunder, together with legible copies of all title exception documents (the “Title Commitment(s)”), as well as the Surveys, the reasonable expense of which shall be a Purchaser expense and included within Acquisition Costs under Section 9.7. Within fifteen (15) days of the Purchaser’s receipt of all of the Title Commitment(s) and the Surveys, the Purchaser shall deliver to Seller a written Notice specifying any defects in or objections to the title shown in the Title Commitments or the Surveys which in the Purchaser’s reasonable judgment adversely affect the Real Property which is the subject of such Title Commitment(s) or Surveys (the “Title Notice”). Any (a) lien or other exception contained in the Title Commitment(s) to which Purchaser timely objects, and (b) any encroachment by improvements on adjoining properties onto or over the Land or any encroachment of the Improvements onto or over adjoining properties, setback lines or easements (to the extent in violation thereof), or any other survey defects which adversely affect title to any of the Real Property, which are not otherwise Permitted Encumbrances, shall individually constitute a “Title Defect”, and collectively constitute the “Title Defects”. The Sellers shall notify the Purchaser in writing (the “Sellers’ Title Response”) within ten (10) business days after Opening of Escrow, or as soon thereafter as possible, Title Company shall provide Buyer and Seller with a current commitment for title insurance (the "Title Commitment") for the Property, disclosing all matters of record and other matters of which Title Company has knowledge which relate to the title to the Property, and a legible copy of each of the instruments and documents referred to Sellers’ receipt of the Title Notice whether the Sellers will, exercising diligent efforts, cure any or all of the Title Defects as set forth in the Title CommitmentNotice and which Title Defects, if less than all, Sellers will agree to cure. The Title Commitment shall include Title Company’s requirements for Closing and issuing its title policy. No Seller shall satisfy those requirements have any obligation to cure any Title Defect, but if Sellers shall agree, at their option, in the Sellers’ Title Response to cure any or all of Seller requiring a release of consensual monetary encumbrances the Title Defects, Sellers shall do so on or before prior to the ClosingClosing Date at their own cost and expense, but subject to reimbursement of such cost and expense at Closing as an Acquisition Cost (other than the payoff of any lien or other exception securing the payment of money, which shall not be included within the Acquisition Costs). Buyer shall have If Sellers do not agree in the Sellers’ Title Response to cure all of the Title Defects, then Purchaser may, at its option and as its sole and exclusive remedy, within five (5) days following the earlier of Purchaser’s receipt of Sellers’ Title Response or the expiration of Sellers’ ten (10) business days after receipt day response period described above (the “Title Review Expiration Period”), either (1) terminate this Agreement by giving Sellers written notice thereof, and in such event the Deposit shall be immediately returned to Purchaser, or (2) waive the Title Defects which Sellers have not elected to cure and proceed to consummate the purchase of the Assets subject to the uncured objections. Upon Purchaser’s failure to timely object to any of the Title Commitment and copies of Commitment(s) or the Surveys or to the extent otherwise waived by Purchaser hereunder, all instruments and documents referred to in matters shown on the Title Commitment, Commitments or five (5) business days after the receipt of any amendment thereto and copies of all instruments and documents referred Surveys shall thereafter be deemed a “Permitted Encumbrance” with respect to therein, to object in writing to Seller to any matter shown thereonsuch Real Property. If Buyer fails the Sellers shall agree to object within said period, the condition cure any or all of title to the Property shall be deemed approved. If Buyer timely objects to any matter disclosed by the Title Commitment or any amendment thereto, the Seller mayDefects, but is not obligated, are unable to use reasonable efforts to complete the cure such objection(s) (although in no event shall the Seller be required to expend funds) within fifteen (15) business days thereafter. If, within such fifteen (15) business day period, the Seller is unsuccessful or responds that it is unwilling to cure Buyer’s objection(s), Buyer shall have five (5) business days following notice from the Seller of its inability or unwillingness to cure in which Buyer shall elect by delivering written notice to the Seller and Title Company either to (a) waive its objection(s); or (b) terminate this Agreement. If Buyer elects to terminate this Agreement, Title Company shall deliver the Xxxxxxx Money to Buyer, less Fair Consideration (defined in Section 6.02(b)) without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder except for those rights and obligations that survive the termination of this Agreement or the Close of Escrow as provided in this Agreement. Failure by Xxxxx to make a timely election shall constitute an election to terminate this Agreement. Failure by the Seller to give any notice shall constitute the Seller’s election not to cure. Notwithstanding anything else stated herein, in all events, regardless of whether Xxxxx has given notice of objection as stated above, the Seller shall be obligated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence at the time of execution of this Agreement or incurred by the Seller same on or before Closing hereunder Date hereunder, the Purchaser shall have the right, in its sole and absolute discretion, to elect, upon written Notice to the Sellers, to either (other than current taxes i) postpone the Closing Date for a reasonable period not yet due). Any to exceed thirty (30) days to provide Sellers a reasonable opportunity to either (A) cure such uncured Title Defect(s) Sellers have previously agreed to cure, or (B) if Purchaser shall agree, in its reasonable discretion, to accept any available affirmative title exceptions insurance coverage with respect to such Title Defect, which have not been objected to or waived by Buyer affirmative title insurance coverage shall be called “Permitted at Sellers’ cost and expense to be reimbursed at Closing as an Acquisition Cost, and Sellers shall, in such event, provide Title ExceptionsCompany such assurances as the Title Company may require to provide such affirmative title coverage and insure the Purchaser against any loss arising from such uncured Title Defect, or (ii) to proceed pursuant to Section 4.2.2 below.”

Status of Title. Within ten (10) business days after Opening of EscrowEscrow Agent shall, or as soon thereafter as possibleat Seller's expense, Title Company shall provide Buyer and Seller Purchaser with a current commitment for title insurance and copies of all exceptions to title (the "Title CommitmentReport") for the Property, disclosing all matters of record and other matters of which Title Company Escrow Agent has knowledge which relate to the title to the Property, and a legible copy of each of the instruments and documents referred to in the Title CommitmentReport. The Title Commitment shall include Title Company’s requirements for Closing and issuing its title policy. Seller shall satisfy those requirements of Seller requiring a release of consensual monetary encumbrances on or before the Closing. Buyer Purchaser shall have ten (10) business days after receipt until the expiration of the Title Commitment and copies of all instruments and documents referred to in the Title Commitment, or five (5) business days after the receipt of any amendment thereto and copies of all instruments and documents referred to therein, Feasibility Period to object in writing to Seller to any matter shown thereon. If Buyer Purchaser fails to object within said period, the condition of title to the Property shall be deemed approved. If Buyer timely Purchaser objects to any matter disclosed by the said Title Commitment Report or any amendment thereto, the Seller may, but is not obligated, shall give written notice to use reasonable efforts to cure such objection(s) Purchaser (although in no event shall the Seller be required to expend funds"Seller's Response") within fifteen two (152) business days thereafterof receipt of the objection that (i) Seller shall not cure or cause to be removed the objected to matter or (ii) Seller shall cure or cause to be removed the objected to matter in which event Seller shall have until the date set for Close of Escrow within which to cause to be removed any such objected to matter from the Title Report and any amendment and policy of title insurance to be issued in favor of Purchaser. If, If Seller fails to deliver its response within such fifteen two (152) business day period, the then Seller is unsuccessful or responds shall be deemed to have responded that it is unwilling shall not attempt to cure Buyer’s objection(s)or cause to be removed the objected to matter. If Seller elects not to cure or cause to be removed the objected to matter, Buyer Purchaser shall have five until the date two (52) business days following notice from the Seller Purchaser's receipt of its inability or unwillingness Seller's Response to cure in which Buyer shall elect by delivering written notice to the Seller and Title Company either to (a) waive its objection(s); objection or (b) terminate this Agreement. If Buyer elects In the event that Purchaser fails to timely terminate this Agreement pursuant to this Section 8, the right to terminate this Agreement, Title Company shall deliver the Xxxxxxx Money to Buyer, less Fair Consideration (defined in Section 6.02(b)) without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder except for those rights and obligations that survive the termination of this Agreement or the Close of Escrow as provided in this Agreement. Failure by Xxxxx to make a timely election shall constitute an election to terminate this Agreement. Failure by the Seller to give any notice shall constitute the Seller’s election not to cure. Notwithstanding anything else stated herein, in all events, regardless of whether Xxxxx has given notice of objection as stated above, the Seller contained herein shall be obligated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence at the time of execution of this Agreement or incurred by the Seller on or before Closing hereunder (other than current taxes not yet due). Any title exceptions which have not been objected to or waived by Buyer shall be called “Permitted Title Exceptionswaived.”

Status of Title. Within ten five (105) business days after Opening of Escrow, or as soon thereafter as possible, Title Company shall provide Buyer and Seller with a current commitment for title insurance (the "Title Commitment") for the Property, disclosing all matters of record and other matters of which Title Company has knowledge which relate to the title to the Property, and a legible copy of each of the instruments and documents referred to in the Title Commitment. The Title Commitment shall include Title Company’s requirements for Closing and issuing its title policy. Seller shall satisfy those requirements of Seller requiring a release of consensual monetary encumbrances on or before the Closing. Buyer shall have until the earlier of the Termination Date or ten (10) business days after receipt of the Title Commitment and copies of all instruments and documents referred to in the Title Commitment, or the earlier of the Termination Date or five (5) business days after the receipt of any amendment thereto and copies of all instruments and documents referred to therein, to object in writing to Seller to any matter shown thereon. If Buyer fails to object within said period, the condition of title to the Property shall be deemed approved. If Buyer timely objects to any matter disclosed by the Title Commitment or any amendment thereto, the Seller may, but is not obligated, to use reasonable efforts to cure such objection(s) objection (although in no event shall the Seller be required to expend funds) within fifteen five (155) business days thereafter. If, within such fifteen (15) business day period, the If Seller is unsuccessful or responds that it is unwilling to cure Buyer’s objection(s)objection, Buyer shall have until the earlier of the Termination Date or five (5) business days following notice from the Seller of its inability or unwillingness to cure in which Buyer shall elect by delivering written notice to the Seller and Title Company either to (a) waive its objection(s); objection or (b) terminate this Agreement. If ; failure by Buyer elects to terminate this Agreement, Title Company shall deliver the Xxxxxxx Money to Buyer, less Fair Consideration (defined in Section 6.02(b)) without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder except for those rights and obligations that survive the termination of this Agreement or the Close of Escrow as provided in this Agreement. Failure by Xxxxx to make a timely election shall constitute an election to terminate this Agreement. Failure by the Seller to give any notice shall constitute the Seller’s election not to cure. Notwithstanding anything else stated herein, in all events, regardless of whether Xxxxx Buyer has given notice of objection as stated above, the Seller shall be obligated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence at the time of execution of this Agreement or incurred by the Seller on or before Closing hereunder (other than current taxes not yet due). Any title exceptions which have not been objected to accepted or waived by Buyer shall be called “Permitted Title Exceptions”.”

Status of Title. Within ten (10) business days after the Opening of Escrow, or as soon thereafter as possible, Title Company shall provide Buyer and Seller with Buyer, at Seller's expense, a current commitment for owner's policy of title insurance (the "Title Commitment") for the PropertyProperty in the amount of the Purchase Price, issued by the Title Company disclosing all matters of record and other matters of which that Title Company has knowledge which relate relating to the title to the Property, and a legible copy of each of the instruments and documents referred to in the Title Commitment. The , including those documents referenced as exceptions in the Title Commitment shall include Title Company’s requirements for Closing and issuing its title policy. Seller shall satisfy those requirements of Seller requiring a release of consensual monetary encumbrances on or before the ClosingCommitment. Buyer shall have ten (10) business days after its receipt of the Title Commitment and copies of all instruments and documents referred to in the Title Commitment, or five (5) business days after the receipt of any updates or amendment thereto and copies of all instruments and documents referred which causes the Title Commitment to thereindisclose a new title exception that was not created or permitted by Xxxxx (each, a “Title Commitment Update”), to object in writing to Seller and Title Company to any matter shown thereon. If Buyer Xxxxx fails to object within the said period, the condition of title to the Property shall be is deemed approved. If Buyer timely objects to any matter disclosed by the Title Commitment or Commitment, any amendment thereto, the Seller may, but is not obligatedobligated to, to use reasonable efforts to cure such objection(s) (although in no event shall the Seller be required to expend funds, other than for Unpermitted Liens (as hereinafter defined)) within fifteen ten (1510) business days thereafter. If, within such fifteen ten (1510) business day period, the Seller is unsuccessful or responds in writing that it is unwilling to cure Buyer’s Xxxxx's objection(s), Buyer shall will have five (5) business days following notice from the Seller of its inability or unwillingness to cure in which Buyer shall elect by delivering written notice to the Seller and Title Company either to (a) waive its objection(s); ) or (b) terminate this Agreement. If Buyer elects to terminate this AgreementAgreement under this Section, including any termination occurring pursuant to a Title Commitment Update up to and on Closing, Title Company shall immediately deliver the Xxxxxxx Money Down Payment to Buyer, less Fair Consideration (defined in Section 6.02(b)) Buyer without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder under this Agreement except for those rights and obligations that survive the termination of this Agreement or the Close of Escrow as provided in this Agreement. Failure by Xxxxx to make a timely election shall constitute an election to terminate this Agreement. Failure by the Seller to give any notice shall constitute the Seller’s 's election not to cure. Any title exceptions that have not been objected to or waived or deemed approved by Buyer, or which are caused by Buyer or its agents, shall be called "Permitted Title Exceptions". Notwithstanding anything else stated herein, in all events, regardless of whether Xxxxx has given notice of objection as stated aboveat closing, the Seller shall be obligated to satisfy and otherwise remove all monetary and financial liens (including, but not limited to, mechanic’s liens or liens for delinquent unpaid taxes and encumbrances assessments) caused directly or indirectly by Seller in existence at the time of execution of this Agreement or incurred by the Seller on or before Closing hereunder (other than current taxes not yet due) (“Unpermitted Liens”). Any title exceptions which have not been objected to or waived by Buyer shall be called “Permitted Title Exceptions.”

Status of Title. Within ten (10) business days after Opening the Effective Date, Sellers shall obtain and deliver to Purchaser, at the cost of Escroweither Seller or Purchaser based on local custom of the Province of British Columbia (with respect to the Whistler Resort Property) and the Province of Ontario (with respect to the Blue Mountain Resort Property), current title searches (collectively, the “Title Searches”) with respect to the Condominium Units. Purchaser may order, at its own cost, Surveys. Any alleged defects in, or as soon thereafter as possibleobjections to, Title Company shall provide Buyer and Seller with a current commitment for title insurance (the "Title Commitment") for the Property, disclosing all matters of record and other matters of which Title Company has knowledge which relate to the title to the Property, and a legible copy of each of the instruments and documents referred to shown in the Title CommitmentSearches submitted by Purchaser to Sellers in a Notice shall constitute “Title Exceptions,” and any alleged defects in, or objections to, the title shown in the Surveys submitted by Purchaser to Sellers in a Notice shall constitute “Survey Defects.” The Purchaser shall provide Sellers with a Notice of all Title Exceptions and Survey Defects (a “Title Notice”) for each particular Condominium Unit within ten (10) days of receipt of the Title Searches, and if applicable, a Survey of the applicable Condominium Units. The Purchaser’s failure to object to any Title Commitment Exceptions and Survey Defects prior to such date shall include be deemed a waiver by Purchaser of Purchaser’s right to object to any such Title Company’s requirements for Closing Exceptions and issuing its title policySurvey Defects. Seller shall satisfy those requirements of Seller requiring a release of consensual monetary encumbrances on or before the Closing. Buyer Sellers shall have ten (10) business days after receipt from the date on which they receive Purchaser’s Title Notice in which to respond to such Title Notice. Anything herein to the contrary notwithstanding, Sellers shall have no obligation to cure any Title Exceptions or Survey Defects unless Sellers otherwise expressly assume such an obligation in a Title Notice. Title Exceptions and Survey Defects which Sellers expressly agree to cure in a Title Notice to Purchaser shall constitute “Unpermitted Exceptions”. All Title Exceptions and Survey Defects which Sellers have not expressly agreed to cure in a Notice to Purchaser shall constitute “Permitted Exceptions.” Notwithstanding anything to the contrary above, if Sellers have not so advised Purchaser in writing of Sellers’ agreement to cure or not cure any Title Exception or Survey Defect prior to the above-referenced date, Seller shall be deemed to have elected not to cure the same. With respect to Permitted Exceptions, Purchaser may elect prior to the expiration of the Title Commitment and copies Due Diligence Period (regardless of all instruments and documents referred to in the Title Commitment, or five (5) business days after the receipt of any amendment thereto and copies of all instruments and documents referred to thereinwhen Purchaser receives Sellers’ Notice), to object in writing to Seller to any matter shown thereon. If Buyer fails to object within said period, the condition of either (a) accept such title to the Condominium Property shall be deemed approved. If Buyer timely objects subject to any matter disclosed by said Permitted Exceptions, with no abatement of the Title Commitment or any amendment theretoPurchase Price, the Seller may, but is not obligated, to use reasonable efforts to cure such objection(s) (although in no event shall the Seller be required to expend funds) within fifteen (15) business days thereafter. If, within such fifteen (15) business day period, the Seller is unsuccessful or responds that it is unwilling to cure Buyer’s objection(s), Buyer shall have five (5) business days following notice from the Seller of its inability or unwillingness to cure in which Buyer shall elect by delivering written notice to the Seller and Title Company either to (a) waive its objection(s); or (b) terminate this Agreement. If Buyer elects to terminate this Agreement in accordance with Section 4.5 hereof. If Purchaser has not so advised 22 Sellers in writing of Purchaser’s election under the immediately preceding sentence prior to the expiration of the Due Diligence Period, Purchaser shall be deemed to have elected to proceed in accordance with clause (a) of the immediately preceding sentence. Sellers shall cure Unpermitted Exceptions at their own expense. If Sellers elect to, but are unable to cure Unpermitted Exceptions by Closing, Sellers may, in accordance with Sellers’ rights under Section 8.1 of this Agreement, Title Company shall deliver extend the Xxxxxxx Money Closing Date for a period of up to Buyerthirty (30) days and attempt to cure such Unpermitted Exceptions. In the event that the Sellers exercise their right to extend the Closing Date as aforesaid, less Fair Consideration the Parties acknowledge and agree that the “Closing Date” (as defined in Section 6.02(b)the US Companion Contract) without further notice to or from the Seller and neither party shall thereafter have any further rights or obligations hereunder except concurrently be deemed extended for those rights and obligations that survive the termination an equivalent amount of this Agreement or the Close of Escrow as provided in this Agreement. Failure by Xxxxx to make a timely election shall constitute an election to terminate this Agreement. Failure by the Seller to give any notice shall constitute the Seller’s election not to cure. Notwithstanding anything else stated herein, in all events, regardless of whether Xxxxx has given notice of objection as stated above, the Seller shall be obligated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence at the time of execution of this Agreement or incurred by the Seller on or before Closing hereunder (other than current taxes not yet due). Any title exceptions which have not been objected to or waived by Buyer shall be called “Permitted Title Exceptions.”time