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 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 five (105) business days after Opening of Escrow, or as soon thereafter as possible, the Buyer shall order from the Title Company which 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 and monetary encumbrances arising by, through or under the Seller, on or before the Closing. Buyer shall have ten fifteen (1015) business days after receipt of the Title Commitment and copies of all instruments and documents referred to in the Title Commitment, or five fifteen (515) business days after the receipt of any amendment thereto (which shall be deemed to include any Survey) 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 fundsfunds except for the satisfaction of monetary encumbrances referenced above) 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 until the later of the end of the Feasibility Period or fifteen (515) business days following after receipt of such 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 AgreementAgreement or (c) if such period expires after the end of the Feasibility Period to extend the Closing by up to thirty (30) days to cure such matters itself, provided if at the end of such period, such matters remain uncured, the Buyer shall have the rights set forth in subsections (a) and (b) above. 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 Agreement, or the Close of Escrow as provided in this Agreement. Failure by Xxxxx Buyer to make a timely election shall constitute an election to terminate this Agreementextend the date for Closing under subsection (c) above. 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 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 Opening 8.1 At the closing of Escrowtitle, or as soon thereafter as possible, Title Company Seller 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 convey to the Purchaser fee simple title to the PropertyUnits, free and clear of all liens and encumbrances other than the Permitted Exceptions. Any lien and encumbrance or condition to which title is not to be subject shall not be an objection to title if (a) the instrument required to remove it of record is delivered at or prior to the closing of title to the proper party or to the Title Company, together with the attendant recording or filing fee, if any, or (b) the Title Company is or would be willing, in a fee policy issued by it to Purchaser to insure Purchaser, at no additional cost or expense, that it will not be collected out of the Unit if it is a lien, or will not be enforced against the Unit if it is not a lien, or (c) Fidelity National Title Insurance Company is or would be willing, in a fee policy issued by it to Purchaser to insure Purchaser, at no additional cost or expense, that it will not be collected out of the Unit if it is a lien, or will not be enforced against the Unit if it is not a lien in which case Purchaser shall be obligated to accept such title as provided by Fidelity National Title Insurance Company. 8.2 Purchaser shall, within 5 Business Days of Purchaser's receipt of a fully executed counterpart of this Agreement order a title report from the Title Company. Purchaser shall deliver a copy of the title report together with any continuations, searches and amendments thereto directly to Attorney for Seller. 8.3 Seller shall be entitled to an adjournment or adjournments of the Closing, not to exceed 120 days in the aggregate, to remove or correct any defect in title which is not set forth in Schedule B, which adjournment, if any, shall run concurrently with any adjournment under Section 6.2. 8.4 It is expressly understood and agreed that Seller shall not be obligated to take or bring any action or proceeding or any other steps to remove any title defect or to fulfill any condition precedent to Purchaser’s obligations under this Agreement or to expend any moneys therefor, nor shall Purchaser have any right of action against Seller therefor, at law or in equity, except that Seller shall on or prior to the Closing Date, pay, discharge and remove of record (including by bonding) or cause to be paid, discharged and removed of record at Seller’s sole cost and expense all of the following items: (a) Voluntary Liens (as hereinafter defined) and (b) other liens encumbering the Unit (including penalties for violations, mechanic’s liens, judgments and federal and state tax liens) which (i) are in liquidated amounts and which may be satisfied (but without any obligations to remove violations) solely by the payment of money (including the preparation or filing of appropriate satisfaction instruments in connection therewith) and (ii) do not exceed in the aggregate Five Hundred Thousand Dollars ($500,000.00) (collectively, “Involuntary Liens”). The term “Voluntary Liens” as used herein shall mean liens and other encumbrances (other than Permitted Exceptions) which Seller has knowingly and intentionally suffered or allowed to be placed on the Unit, but shall expressly excluding mechanic’s liens, judgments and federal and state tax liens, which first are filed of record after the date of this Agreement. In the event Seller elects not to remove Involuntary Liens exceeding Five Hundred Thousand Dollars ($500,000) in the aggregate, Seller shall so notify Purchaser in writing of such election, 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 Purchaser may elect, as 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 Commitmentsole remedy, or within five (5) business days after the receipt of any amendment thereto and copies of all instruments and documents referred to thereinsuch notification from Seller, 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 either (i) terminate this Agreement 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 the Deposit shall be returned to Purchaser together with interest thereon, within three (a3) waive its objection(s)Business Days of Seller’s receipt of Purchaser’s termination notice and upon making such payment, this Agreement shall be terminated and neither party hereto shall have any further rights, obligations, liability to or against the other under this Agreement; or (bii) terminate this Agreement. If Buyer elects take title subject to terminate this Agreementsuch Involuntary Liens, Title Company shall deliver proceed to close the Xxxxxxx Money transaction contemplated herein and at closing Purchaser will receive a credit in the amount of Five Hundred Thousand Dollars ($500,000) to Buyer, less Fair Consideration (defined in Section 6.02(b)) without further notice to or from be applied against the Seller and neither party shall thereafter have any further rights or obligations hereunder except for those rights and obligations that survive Balance of 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 ExceptionsPurchase Price.”

Status of Title. Within ten (10) business The Company shall, within 15 days after Opening the execution of Escrowthis Agreement, or as soon thereafter as possible, furnish Buyer a commitment issued by Chicago Title Insurance Company shall provide Buyer and Seller with a current commitment for title insurance (the "Title Company"), committing such company to issue an ALTA Owners Policy of Title Insurance (the "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 Propertya Uniform Commercial Code Search ("UCC Search"), and a legible copy special tax search (the "Tax Search") with respect to the Business, and thereafter the following shall occur: (a) Within 30 days following the date of each this Agreement, the Company shall obtain and furnish to Buyer a current updated "as built" survey of the instruments Real Property (the "Survey"), which Survey shall be prepared in accordance with the ALTA/ACSM standards and documents referred certified to in the Buyer and 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 ; (10b) 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 Within 15 days after the receipt of any amendment thereto date Buyer receives the Commitment, UCC Search, Tax Search and copies of all instruments the Survey, the Buyer shall serve upon the Company a notice specifying those exceptions to title shown on the Commitment, Tax Search and documents referred to thereinUCC Search and those encroachments and other survey defects, to object in writing to Seller to any matter if any, shown thereon. If on the Survey, which the Buyer does not approve (the "Title Defects"); (c) In the event the Buyer fails to object notify the Company within said such 15 day period, the condition of title to the Property then Buyer shall be deemed approved. If Buyer timely objects to any matter disclosed have approved all exceptions to title shown on the Commitment, Tax Search and UCC Search and all matters shown on the Survey; (d) Upon receipt by the Company of the Buyer's notification of Title Commitment or any amendment theretoDefects, the Seller mayCompany shall use its best efforts (which, in the case of any lien which may be discharged by the furnishing of a bond, shall include appropriate arrangements for bonding or other discharge of such lien or such mutually satisfactory arrangement for removal of such lien as the parties may agree upon in writing) to cause the removal of such defect prior to Closing; (e) If prior to Closing the Company shall fail to eliminate such exception, then Buyer may elect: (i) to accept the Real Property with such additional Title Defect, 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 with a mutually acceptable adjustment to the Seller and Title Company either to (a) waive its objection(s); Estimated Purchase Price, or (bii) 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 (i) The Company shall own one hundred percent of the equity in each Property Owner and each Property Owner shall own the entire fee simple estate in and to the respective Property owned by such Property Owner. Additionally, either the Seller shall have delivered the following to the Title Company or the Title Company shall have waived the requirement that any item not so delivered be provided in order to issue title insurance coverage to Buyer (the “Title Insurance Policy”); provided such waiver results in no increased cost to Buyer: (A) the Title Affidavit (as hereinafter defined); (B) a copy of the Certificate of Formation, Certificate of Good Standing and Limited Liability Company Operating Agreement of the Seller; and (C) a copy of the Secretary’s Certificate of SLG confirming that the Contemplated Transactions have been duly authorized on behalf of SLG and its Affiliates pursuant to the Limited Liability Company Operating Agreement of the Seller and an incumbency certificate of SLG certifying that such officer has the authority to execute such Secretary’s Certificate. (ii) If, prior to the Closing Date, any revision or update of any Preliminary Title Commitment or Survey discloses exceptions to title other than Permitted Encumbrances (the foregoing, collectively, the “Title Objections”), Buyer shall so notify Seller (“Buyer Objection Notice”) (x) on or before the fifth (5th) Business Day after receipt of same if received by Buyer on or before the fifth (5th) Business Day before the Closing, (y) on or before one (1) Business Day after receipt of same by Buyer if received less than five (5) Business Days before the Closing Date (but prior to the Closing Date) or (z) on the Closing Date if Buyer becomes aware of same on the Closing Date (such dates, the “Objection Cut-Off Date”), time being of the essence, and Seller shall have until the Closing Date (and may adjourn the Closing for such reasonable periods not to exceed ninety (90) days in the aggregate) to have each such Title Objection cleared in accordance with Section 6.3(d)(iii), hereof (a “Remedy”); provided, however, nothing herein shall require Seller to bring any action or proceeding or take any action or otherwise incur any costs or expenses in order to remove any Title Objection (except that Seller shall be obligated to remove any and all liens voluntarily placed by Seller against the Property after the date of the Preliminary Title Commitment (“Mandatory Title Matters”)). Seller agrees to notify Buyer within ten (10) business days after Opening Business Days of Escrow, or as soon thereafter as possible, Title Company shall provide Buyer and Seller with a current commitment for title insurance Seller’s receipt of Buyer’s Objection Notice (but in no event later than the "Title Commitment") date that is scheduled for the PropertyClosing, disclosing as the same may be adjourned pursuant to this Section 6.3(d)(ii)) whether Seller elects to (i) Remedy all matters or any of record and other matters of which the Title Company has knowledge which relate Objections or (ii) grant a credit against the Closing Consideration Amount in the amount equal to the cost of removal of any or all such Title Objections (a “Title Objection Credit”). Other than the Mandatory Title Matters, any exception to title which Buyer does not raise pursuant 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 terms hereof 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 Objection Cut-Off Date shall be deemed approveda Permitted Encumbrance and not a Title Objection. If Buyer timely objects Seller does not elect to any matter disclosed by Remedy a Title Objection or grant a Title Objection Credit with respect thereto at or prior to the Title Commitment or any amendment thereto, Closing Date (as the Seller may, but is not obligated, to use reasonable efforts to cure such objection(s) (although in no event shall the Seller same may 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(sadjourned), Buyer shall have five may at its sole and exclusive option on the Closing Date (5as the same may be adjourned) 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 (bi) terminate this Agreement. If Buyer elects Agreement and receive a return of its Deposit and all interest accrued thereon (and the parties shall jointly instruct Escrow Agent to terminate this Agreement, Title Company shall deliver promptly return the Xxxxxxx Money Deposit and all interest accrued thereon to Buyer, less Fair Consideration (defined in Section 6.02(b)) without further notice to or from the and Seller and neither party shall thereafter not have any further rights liability or obligations obligation to Buyer hereunder nor shall Buyer have any further liability or obligation to Seller hereunder, except for those rights such obligations and obligations that liabilities as are specifically stated in this Agreement to survive the termination of this Agreement Agreement, or (ii) elect to accept title to the Close Property as it then is without any reduction in, abatement of, or credit against the Closing Consideration Amount (other than a credit for the cost of Escrow as provided in this Agreement. Failure by Xxxxx removal of a Mandatory Title Matter) and such exceptions shall be deemed a Permitted Encumbrance; if Buyer fails to make a timely election either such election, Buyer shall constitute an election be deemed to terminate this Agreement. Failure by the Seller to give any notice shall constitute the Seller’s election not to cure. have elected option (ii). (iii) Notwithstanding anything else stated hereinherein to the contrary, in all events, regardless of whether Xxxxx has given notice of objection as stated above, the Seller shall be obligated deemed to satisfy have removed or corrected each exception that is not a Permitted Encumbrance if, in Seller’s discretion and otherwise at its sole cost and expense and in a manner reasonably acceptable to Buyer, Seller either (A) takes such actions as are necessary to eliminate (of record or otherwise, as appropriate) such Title Objection, or (B) delivers its own funds (or directs that a portion of the Closing Consideration Amount be delivered) in an amount needed to fully discharge any such exception to the Escrow Agent with instructions for the Escrow Agent to apply such funds to fully discharge any such exception, together with such instruments, in recordable form, as are necessary to enable the discharge of such exception of record or (C) causes the Title Company to insure over and omit, and remove all monetary and financial liens and encumbrances such exception that is not a Permitted Encumbrance as an exception to title in existence at the time Title Policy or affirmatively insure against the same, in each case without any additional cost to Buyer, whether such insurance is made available in consideration of execution payment, bonding, indemnity of this Agreement Seller 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 Exceptionsotherwise.”

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 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 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

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 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 (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