Common use of Survey and Title Commitment Clause in Contracts

Survey and Title Commitment. If HPOPS requests, the City will provide a survey of the Property (the “Survey”). HPOPS may, if it desires, at its cost, obtain a Commitment for Title Insurance for the Property (the “Title Commitment”) from a title insurance company acceptable to HPOPS. If HPOPS obtains a Survey and/or a Title Commitment, HPOPS shall have until five business days after receipt of the last to be received of the Survey or Title Commitment to specify to the City those items affecting the Property that would materially interfere with HPOPS’s use of the Property (the “Encumbrances”). Items shown in the Title Commitment or Survey and not objected to by HPOPS shall be deemed items that HPOPS will accept title subject to (the “Permitted Encumbrances”). The City will use its best efforts to remove all Encumbrances and Closing may, at HPOPS’s option, be delayed to allow the City to cure or remove the Encumbrances. If the City fails or is unwilling to cause all of the Encumbrances to be removed or cured by the Closing Date, or if the Title Commitment or Survey indicates that the City does not own indefeasible fee simple title to the Property, HPOPS shall have the following rights, as its sole and exclusive remedies: HPOPS may terminate this Sub-Agreement by giving the City written notice thereof, and neither party shall have any further rights, duties, or obligations under the Sub-Agreement, whereupon the City will not be entitled to a deferral of its contributions for fiscal year 2012 or fiscal year 2013; or HPOPS may elect to waive the Encumbrances not so removed or cured and close the transaction contemplated by this Sub-Agreement without any reduction in the Shortfall Debt (or any Additional Amount) in accordance with the remaining terms and provisions, whereupon the Encumbrances not so removed or cured shall become Permitted Encumbrances, to be treated in the manner provided herein for Permitted Encumbrances. The City affirmatively represents that the Property has no material encumbrances. CONDITIONS PRECEDENT HPOPS’s obligations to perform under this Sub-Agreement and to close the transaction contemplated by this Sub-Agreement are expressly subject to the following:

Survey and Title Commitment. If HPOPS requests(a) The members of the Vornado Realty Group hereby acknowledge receipt from the MM Contributors of an as-built survey of each Parcel (collectively, the City will provide a survey "Survey"). The MM Group shall be responsible for the cost of the Property Survey. (b) The MM Contributors have caused Titleserv Agency of New York City, Inc. (the “Survey”). HPOPS may"Title Company") to prepare, if it desiresand Vornado acknowledges receipt of (i) title commitments (collectively, the "Commitments") for each Parcel, pursuant to the terms of which the Title Company agrees to issue to VRLP (or its designee) at its cost, obtain a Commitment Closing owner's policies of title insurance (the "Title Policies") for Title Insurance each Parcel with such customary endorsements as are referenced therein and an ALTA 3.1 endorsement as to zoning matters (including parking) for the Illinois Parcels and in an aggregate amount equal to the respective Allocated Property Values that comprise the Real Property, which Title Policies shall be ALTA Owner's Policies of Title Insurance, insuring VRLP's (the “Title Commitment”or its designee's) from a fee simple title insurance company acceptable to HPOPS. If HPOPS obtains a Survey and/or a Title Commitment, HPOPS shall have until five business days after receipt of the last each Parcel to be received of the Survey or Title Commitment to specify good and indefeasible, subject to the City those items affecting Permitted Encumbrances and the Property that would materially interfere with HPOPS’s use terms of such Title Policy and the Property (the “Encumbrances”). Items shown in the Title Commitment or Survey exceptions described therein and not objected to by HPOPS Vornado Realty Group on Exhibit 6.8(c) and (ii) a photocopy of all documents ("Title Documents") evidencing or describing all title exceptions shown on the Commitments. The MM Contributors shall be deemed items that HPOPS will accept responsible for paying all title subject to (premiums for the “Permitted Encumbrances”). The City will use its best efforts to remove all Encumbrances and Title Policies delivered at Closing may, at HPOPS’s option, be delayed to allow the City to cure or remove the Encumbrances. If the City fails or is unwilling to cause all in respect of the Encumbrances to Parcels located in Illinois, and the members of the Vornado Realty Group shall be removed or cured by responsible for all title premiums for the Title Policies delivered at the Closing Datein respect of the Parcels located in Washington, or if D.C. (c) The members of the Vornado Realty Group have reviewed the Survey, the Commitments and the Title Commitment or Survey indicates that the City does not own indefeasible fee simple Documents and have agreed to accept title to the Property, HPOPS shall have the following rights, as its sole and exclusive remedies: HPOPS may terminate this Sub-Agreement by giving the City written notice thereof, and neither party shall have any further rights, duties, or obligations under the Sub-Agreement, whereupon the City will not be entitled to a deferral of its contributions for fiscal year 2012 or fiscal year 2013; or HPOPS may elect to waive the Encumbrances not so removed or cured and close the transaction contemplated by this Sub-Agreement without any reduction in the Shortfall Debt (or any Additional Amount) in accordance with the remaining terms and provisions, whereupon the Encumbrances not so removed or cured shall become Permitted Encumbrances, to be treated in the manner provided herein for Permitted Encumbrances. The City affirmatively represents that the Real Property has no material encumbrances. CONDITIONS PRECEDENT HPOPS’s obligations to perform under this Sub-Agreement and to close the transaction contemplated by this Sub-Agreement are expressly subject to the following:Permitted Encumbrances and the items shown on the Survey. By execution of this Agreement, the members of the Vornado Realty Group hereby notify the MM Contributors that they object to the items which are crossed out or otherwise identified as "Omit" on the Commitments attached hereto as Exhibit 6.8

Survey and Title Commitment. If HPOPS requests(a) At the Closing, the City Purchasers will provide a survey of purchase and accept from the Property (Escrow Agent, and the “Survey”). HPOPS mayEscrow Agent will issue to the Purchasers, if it desires, at its cost, obtain a Commitment for Title Insurance for the Property or be irrevocably committed in writing (the “Title Commitment”) from a to issue to the Purchasers, on the then standard CLTA owner’s form, an owner’s policy of title insurance company acceptable to HPOPS. If HPOPS obtains a Survey and/or a Title Commitment(together with all applicable reinsurance and coinsurance agreements, HPOPS shall have until five business days after receipt of the last to be received of the Survey or Title Commitment to specify to the City those items affecting the Property that would materially interfere with HPOPS’s use of the Property (the “EncumbrancesTitle Policy”). Items shown ) in the Title Commitment or Survey amount of $28,600,000.00 and not objected to by HPOPS shall be deemed items insuring that HPOPS will accept title subject to (the “Permitted Encumbrances”). The City will use its best efforts to remove all Encumbrances and Closing may, at HPOPS’s option, be delayed to allow the City to cure or remove the Encumbrances. If the City fails or is unwilling to cause all of the Encumbrances to be removed or cured by the Closing Date, or if the Title Commitment or Survey indicates that the City does not own indefeasible fee simple title to the PropertyOwned Real Property is vested in the Purchasers subject to the Permitted Exceptions. (b) The Sellers shall procure, HPOPS at their sole expense, the preliminary title report in respect of the Purchased Real Property (the “Preliminary Title Report”) no later than April 10, 2007. On or prior to the date (the “Title Objection Date”) that is no later than two Business Days after the receipt by the Purchasers of the Preliminary Title Report, the Purchasers will notify the Seller in writing of any matters appearing on the Preliminary Title Report that are objectionable to the Purchasers (the “Title Objections”). If the Purchasers do not so notify the Seller of their Title Objections on or before 5:00 p.m. Eastern Time on the Title Objection Date, the Purchasers shall be deemed to have accepted all matters referenced in the following rightsPreliminary Title Report. (c) If the Seller receives any Title Objection (any matter that is the subject or basis of any Title Objection being hereinafter referred to as a “Title Defect”), as its sole and exclusive remedies: HPOPS the Seller may terminate this Sub-Agreement by giving the City written notice thereof, and neither party shall have any further rights, duties, or obligations under the Sub-Agreement, whereupon the City elect (but will not be entitled obligated, except as hereinafter expressly provided) by written notice to a deferral the Purchasers to attempt to remove, or cause to be removed at its expense, any such Title Defect and will give the Purchasers such notice within five Business Days after receipt of its contributions such Title Objection, of the Seller’s intention to cure such Title Defect. If (i) the Seller elects not to attempt to cure any Title Defect or (ii) the Seller is unable to cure any Title Defect for fiscal year 2012 any period elected by the Seller, the Seller will so advise the Purchasers and the Purchasers will have the right to terminate this Agreement or fiscal year 2013; or HPOPS may to waive such Title Defect and proceed to the Closing. The Purchasers will make such election within two Business Days after receipt of the Seller’s notice. If the Purchasers elect to proceed to the Closing, any Title Defects waived by the Purchasers will be deemed to be Permitted Exceptions. Failure to provide written notice of the Purchasers’ election to waive the Encumbrances Title Defect or terminate this Agreement within the time constraints set forth herein will constitute a waiver of the Purchasers’ right to terminate this Agreement based on the Title Defect. Notwithstanding the foregoing, the Seller will be obligated to cure exceptions to title to the Owned Real Property relating to (i) liens and security interests securing any financings to the Seller, (ii) any mechanic’s liens resulting from work at the Owned Real Property or commissioned by the Seller; or (iii) any other exception or encumbrance caused by the Seller’s act or omission within the Seller’s control which shall not so removed be a Permitted Lien; provided, however, that as an alternative to curing any exception or cured and close encumbrance relating to delinquent Real Property Taxes or mechanic’s liens, the transaction contemplated by this Sub-Agreement without any reduction in Seller may cause the Shortfall Debt (or any Additional Amount) in accordance with the remaining terms and provisions, whereupon the Encumbrances not so removed or cured shall become Permitted Encumbrances, same to be treated in the manner provided herein for Permitted Encumbrances. The City affirmatively represents that the Property has no material encumbrances. CONDITIONS PRECEDENT HPOPS’s obligations to perform under this Sub-Agreement and to close the transaction contemplated by this Sub-Agreement are expressly subject to the following:Insured Over.

Survey and Title Commitment. If HPOPS requests(a) Within three (3) days after the Effective Date, Seller, at Seller’s sole cost and expense, shall furnish to Purchaser and Republic Title of Texas, Inc., 0000 Xxxxxx, 10th Floor, Dallas, Texas 75204, Attention: Xxxxx Xxxxxx (Phone: 000-000-0000) (the “Title Company”), Seller’s existing survey (the “Survey”) of the Land. (b) Within three (3) days after the Effective Date, Seller, at Seller’s sole cost and expense, shall cause the Title Company to furnish to Purchaser a Commitment for an Owner’s Policy of Title Insurance (the “Commitment”) issued by First American Title Insurance Company to Purchaser, which shall (A) be on the standard printed form prescribed by the Texas State Board of Insurance for the issuance of an Owner’s Policy of Title Insurance (the “Title Policy”), (B) be in the amount of the Purchase Price, (C) set forth all exceptions or objections to the title to the Property that will appear in the Title Policy to be issued to Purchaser at the Closing, and (D) be accompanied by legible certified or recordation copies of any instruments of record creating such exceptions or objections to the title to such Property (the “Exception Documents”). (c) During the Inspection Period, Purchaser shall have the right, at its sole cost and expense, to obtain an updated survey of the Land and Improvements (any such survey, the City will provide “Updated Survey”). For a survey period of ten (10) days following the date on which Purchaser has received the last of the Updated Survey and the Commitment (collectively, the “Title Documents”), but in any event no later than the date which is five (5) days prior to the expiration of the Inspection Period (such period being referred to as the “Title Examination Period”), Purchaser shall have the right to examine the same. If after such examination, Purchaser determines that the title to or condition of the Property as reflected by any of the Title Documents is unacceptable to Purchaser, Purchaser shall notify Seller in writing of Purchaser’s objections thereto (the “Objection Notice”). If Purchaser so notifies Seller before the expiration of the Title Examination Period, Seller may, but shall not be obligated to, undertake to eliminate or modify such unacceptable matters to the reasonable satisfaction of Purchaser. In the event Seller is unable or unwilling to effectuate the elimination or modification of such matters, Seller shall notify Purchaser in writing of same (the “No-Cure Notice”) within five (5) days after receipt of the Objection Notice, whereupon Purchaser may, within five (5) days after receipt of the No-Cure Notice, by written notice to Seller, terminate this Contract, in which event the Xxxxxxx Money Deposit and any other funds deposited by Purchaser under this Contract shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further duties or obligations hereunder. Purchaser shall be conclusively deemed to have accepted such title as Seller can deliver pursuant to the Survey and the Commitment if Purchaser fails to object to same prior to the end of the Title Examination Period or if Purchaser fails to terminate this Contract within five (5) days after receipt of the No-Cure Notice. All matters approved or deemed approved by Purchaser pursuant to this Section 4 shall hereinafter be referred to as the “Permitted Exceptions”. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, PURCHASER’S RIGHT TO TERMINATE THIS CONTRACT PURSUANT TO THIS SECTION 4(c) SHALL EXPRESSLY TERMINATE UPON THE EXPIRATION OF THE INSPECTION PERIOD, WHEREUPON PURCHASER’S APPROVAL OF THE COMMITMENT AND THE SURVEY SHALL BECOME ABSOLUTE AND ALL ITEMS REFERENCED THEREIN SHALL BE CONSIDERED “PERMITTED EXCEPTIONS”. Notwithstanding the foregoing, Seller shall be obligated to cure all monetary liens created by, through or under Seller or any agent, representative or affiliate of Seller, and to further cause the following items to be deleted from the Title Policy (by bonding or other method satisfactory to Purchaser; provided that if Purchaser is not satisfied with such bonding or other method, Purchaser shall have the right to terminate the Contract and receive a refund of the Xxxxxxx Money Deposit and any other funds deposited by Purchaser under this Contract): (i) any mortgage, deed to secure debt, deed of trust, security interest or similar security instrument entered into by Seller encumbering all or any part of the Property (the “SurveyMortgages”). HPOPS may, if it desires(x) any mechanic’s, at materialman’s or similar lien arising by, through or under Seller or any agent, representative or affiliate of Seller (unless resulting from any act or omission of Purchaser or any of its costagents, obtain a Commitment for Title Insurance for contractors, representatives or employees), (y) the Property (the “Title Commitment”) from a title insurance company acceptable to HPOPS. If HPOPS obtains a Survey and/or a Title Commitmentlien of ad valorem real or personal property taxes, HPOPS shall have until five business days after receipt of the last to be received of the Survey assessments and governmental charges affecting all or Title Commitment to specify to the City those items affecting the Property that would materially interfere with HPOPS’s use any portion of the Property which are delinquent, and (z) any judgment of record for the “Encumbrances”). Items shown payment of money against Seller in the Title Commitment a county or Survey and not objected to by HPOPS shall be deemed items that HPOPS will accept title subject to (the “Permitted Encumbrances”). The City will use its best efforts to remove all Encumbrances and Closing may, at HPOPS’s option, be delayed to allow the City to cure or remove the Encumbrances. If the City fails or is unwilling to cause all other applicable jurisdiction in which any of the Encumbrances to Property is located, any liens arising by, through or under Seller or any agent, representative or affiliate of Seller of a definite and ascertainable amount and other matters arising by, through or under Seller or any agent, representative or affiliate of Seller which may be removed or cured by the Closing Date, or if the Title Commitment or Survey indicates that the City does not own indefeasible fee simple title to the Property, HPOPS shall have the following rights, as its sole and exclusive remedies: HPOPS may terminate this Sub-Agreement by giving the City written notice thereof, and neither party shall have any further rights, duties, or obligations under the Sub-Agreement, whereupon the City will not be entitled to payment of a deferral of its contributions for fiscal year 2012 or fiscal year 2013; or HPOPS may elect to waive the Encumbrances not so removed or cured and close the transaction contemplated by this Sub-Agreement without any reduction in the Shortfall Debt (or any Additional Amount) in accordance with the remaining terms and provisions, whereupon the Encumbrances not so removed or cured shall become Permitted Encumbrances, to be treated in the manner provided herein for Permitted Encumbrances. The City affirmatively represents that the Property has no material encumbrances. CONDITIONS PRECEDENT HPOPS’s obligations to perform under this Sub-Agreement and to close the transaction contemplated by this Sub-Agreement are expressly subject to the following:fixed amount.

Survey and Title Commitment. (a) Not less than five (5) days prior to the Closing Date (as defined in (P)R-5 hereinafter), Partnership shall obtain an updated version of the Title Commitment previously issued to Partnership, dated no earlier than thirty (30) days prior to the Closing Date, in the amount of the Contribution Price, containing no exceptions to title other than exceptions which are set forth on Schedule 1 attached hereto and made a part hereof. The Partnership shall also obtain, not less than five (5) days prior to the Closing Date, a survey updated to a date no earlier than thirty (30) days prior to the Closing Date (or obtain from Contributors an affidavit of no change if there have been no changes since the date of the Survey delivered to Partnership). The Partnership shall pay for the cost of the title commitment and survey at Closing. (b) If HPOPS requeststhe Title Commitment discloses claims, liens, exceptions, conditions or other items (a "Defect") with respect to a specific parcel of the Real Property (the "Affected Parcel") which are not Permitted Exceptions and which are unacceptable to the Company as inconsistent with the intended use of the Affected Parcel after Closing, the City will provide Company shall give the Contributor of the Affected Parcel (the "Affected Contributor") written notice thereof within ten days after receipt of such title commitment. Following the giving of such notice, the removal, cure or insuring over of such a survey Defect shall be a condition precedent to the Company's obligation to accept a contribution of the Affected Parcel. If the Affected Contributors fail to remove, cure or cause the Title Insurer to insure over the Defect in a manner reasonably satisfactory to the Company within twenty (20) days after delivery of the Company's notice of the Defect to the Affected Contributor, then the Company shall, within five (5) days thereafter, elect by written notice to be received by such Affected Contributor on or before such fifth (5th) day, to (i) terminate this Agreement with respect to the Affected Parcel, in which case the Affected Parcel shall no longer be part of the Real Property which is to be contributed to the Partnership and the parties shall have no further rights or obligations hereunder with respect to such Affected Parcel except for those rights and obligations which expressly survive any such termination, or (ii) proceed with the transaction with respect to such Affected Parcel pursuant to the remaining terms and conditions of this Agreement, in which event the Company may, prior to Closing, cure, satisfy or insure over any such Defect which can be cured by the expenditure of money and reduce the general partnership interests allocated to the Xxxxx general partner by the amount so expended, provided that the total amount of such reductions shall not exceed (1) One Thousand Dollars ($1,000.00) in the aggregate on title endorsements, attorneys' fees and expenses and other out-of-pocket costs for clearance purposes with respect to all parcels comprising the Real Property other than for the Defects enumerated in clause (2) immediately following or (ii) Ten Thousand Dollars ($10,000.00) per acre, to remove, bond over or insure over any judgments against all Contributors or Land Trusts or mechanics' liens (which do not result from acts or omissions on the part of Company or the Partnership) which have attached to and become a lien against any of the parcels of the Real Property, except that there shall be no such limitation with regard to clearance of liens and encumbrances voluntarily and intentionally recorded after the date of the Title Commitments against any of the parcels constituting the Real Property by or at the direction of any of the Contributors. If the Company fails to give the Affected Contributor timely notice of its election following the Affected Contributor's failure to cure, remove or insure over a Defect in a timely manner, the Company shall be deemed to have elected the option contained in subparagraph (b) above. Company shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect. (c) At Closing, Contributors shall deliver to Partnership an Affidavit of Title in customary form covering the Closing Date and showing title in such Contributors subject only to the Permitted Exceptions. R-4. Investigations. From time to time prior to the Closing Date, the Partnership shall have the right to conduct any tests and inspections of the Property which are reasonably desired by the Partnership, including environmental testing, and to conduct any studies reasonably desired by Partnership relative to the feasibility of the proposed purchase and development of the Property and/or relative to compliance with all applicable requirements and conditions relative to the purchase, ownership and development of the Property (such tests, inspections and studies are collectively referred to as "Investigations"), provided that Partnership shall deliver to Contributors at least twenty-four (24) hours advance notice of each entry on the “Survey”). HPOPS mayProperty, with a description of the proposed activity, which notice can be verbal, but Partnership agrees to endeavor to give as much advance notice of each entry as is possible, with the intent that, if it desirespossible, Partnership will deliver such notice to Contributors in writing at least three (3) days prior to each entry. Such Investigations must be performed at no cost or expense to Contributors and with no material change with respect to the condition of the Property which could adversely affect the marketability or value thereof. If any such change occurs, Partnership shall be responsible therefor and shall immediately advise Contributors of same. Partnership shall promptly take any and all reasonable remedial measures directed by Contributors, at its costPartnership's sole risk and expense, obtain a Commitment and if Partnership fails to remedy any such change, Contributors shall have the right, but not the duty, to arrange for Title Insurance for such remedial measures at the sole risk and expense of Partnership and all amounts paid by Contributors shall be reimbursed by the Partnership within 5 days after written demand from Contributors. Partnership shall indemnify, defend and hold Contributors and their officers, shareholders, directors, partners, employees and agents harmless against any liability, claim, action, loss, damage, cost or expense, including without limitation, attorney's fees and expenses, arising in connection with Partnership's investigation or the presence of Partnership's representatives on the Property (the “Title Commitment”) including agents and consultants for environmental and soil testing). Partnership agrees to deliver to Contributors, without charge to Contributors, as soon as each becomes available to Partnership, copies of each report, other than financial documentation, from a title insurance company acceptable to HPOPS. If HPOPS obtains a Survey and/or a Title Commitment, HPOPS shall have until five business days after receipt any of the last to Investigations. Contributors hereby acknowledge that a reasonable number of soil borings conducted in accordance with reasonable and customary care and diligence is not a prohibited activity and shall not be received of considered a material change in the Survey or Title Commitment to specify to the City those items affecting the Property that would materially interfere with HPOPS’s use condition of the Property (which could adversely affect the “Encumbrances”). Items shown in the Title Commitment marketability or Survey and not objected to by HPOPS shall be deemed items that HPOPS will accept title subject to (the “Permitted Encumbrances”). The City will use its best efforts to remove all Encumbrances and Closing may, at HPOPS’s option, be delayed to allow the City to cure or remove the Encumbrances. If the City fails or is unwilling to cause all of the Encumbrances to be removed or cured by the Closing Date, or if the Title Commitment or Survey indicates that the City does not own indefeasible fee simple title to the Property, HPOPS shall have the following rights, as its sole and exclusive remedies: HPOPS may terminate this Sub-Agreement by giving the City written notice value thereof, and neither party shall have any further rights, duties, or obligations under the Sub-Agreement, whereupon the City will not be entitled to a deferral of its contributions for fiscal year 2012 or fiscal year 2013; or HPOPS may elect to waive the Encumbrances not so removed or cured and close the transaction contemplated by this Sub-Agreement without any reduction in the Shortfall Debt (or any Additional Amount) in accordance with the remaining terms and provisions, whereupon the Encumbrances not so removed or cured shall become Permitted Encumbrances, to be treated in the manner provided herein for Permitted Encumbrances. The City affirmatively represents that the Property has no material encumbrances. CONDITIONS PRECEDENT HPOPS’s obligations to perform under this Sub-Agreement and to close the transaction contemplated by this Sub-Agreement are expressly subject to the following:Partnership promptly performs customary site restoration.

Survey and Title Commitment. If HPOPS requests(a) Within five (5) days after the Effective Date, the City will Majority Seller shall provide to Buyer a full-size copy of the most recent survey of the Property in the Majority Seller's possession (the “"Survey”"). HPOPS mayIf Buyer desires to obtain an update, if revision or recertification of the Survey, it desires, may do so at its costsole cost and expense, obtain but in no event will a Commitment for Title Insurance for revised Survey be deemed to be or constitute a condition precedent to Buyer's performance hereunder. Buyer shall be under no obligation to rely upon or utilize the Property (the “Title Commitment”) Survey and shall be free to secure another survey from a title insurance company acceptable to HPOPS. If HPOPS obtains a Survey and/or a Title Commitment, HPOPS shall have until five business surveyor of its choice at its sole cost and expense. (b) Within fifteen (15) days after receipt the execution and delivery of the last to be received of the Survey or Title Commitment to specify to the City those items affecting the Property that would materially interfere with HPOPS’s use of the Property (the “Encumbrances”). Items shown in the Title Commitment or Survey and not objected to this Agreement by HPOPS shall be deemed items that HPOPS will accept title subject to (the “Permitted Encumbrances”). The City will use its best efforts to remove all Encumbrances and Closing may, at HPOPS’s option, be delayed to allow the City to cure or remove the Encumbrances. If the City fails or is unwilling to cause all of the Encumbrances parties hereto, the Majority Seller shall cause TitleServ-NY, 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Title Company") to be removed or cured furnish to Buyer (a) a title commitment ("Commitment"), by the terms of which Xxxxxxx Title and Guaranty Co., Chicago Title Insurance Company or First American Title Insurance Company to issue to Buyer at Closing Datean owner's policy of title insurance ("Title Policy") in the amount of the Purchase Price on the ALTA Owner Policy of Title Insurance, or if the Title Commitment or Survey indicates that the City does not own indefeasible insuring Buyer's fee simple title to the PropertyProperty to be good and marketable, HPOPS subject to the terms of such policy and the exceptions described therein and (b) a photocopy of all documents ("Title Documents") describing all title exceptions shown on the Commitment. (c) For a period of ten (10) days after receipt by Buyer of each of the Survey and the Commitment and Title Documents (the "Title Objection Period"), Buyer shall have the right to review each such delivered document. All matters shown on the Survey and exceptions listed in the Commitment which are not objected to by Buyer by delivery of written notice to the Majority Seller within the Title Objection Period shall be conclusively deemed to be acceptable to Buyer. In the event Buyer timely objects to any title exception or Survey matter ("Title Objection(s)"), the Majority Seller may, but shall not be obligated to, cure such Title Objection. In the event the Majority Seller notifies Buyer that the Sellers are unable or unwilling to cure any Title Objection, Buyer shall be deemed to have waived the Title Objections unless within five (5) days following rightssuch notice, as Buyer delivers to Majority Seller written notice of its sole and exclusive remedies: HPOPS may exercise of its right to terminate this Sub-Agreement by giving Agreement. In the City written notice thereofevent that Buyer discovers any Lien on the Property or other matter relating to title to the Property that was not disclosed on the Commitment that renders title to the Property unmarketable or is otherwise unacceptable to Buyer, Buyer shall notify the Majority Seller promptly, and neither party the Majority Seller may, but shall not be obligated to have the Lien released or other matters corrected to Buyer's reasonable satisfaction. In the event the Majority Seller notifies Buyer that the Sellers are unable or unwilling to effect such release or correction prior to the Closing, Buyer shall have any further rightsthe right, dutiesprior to the Closing, or obligations under the Sub-Agreement, whereupon the City will not be entitled to a deferral of its contributions for fiscal year 2012 or fiscal year 2013; or HPOPS may elect to waive the Encumbrances not so removed or cured and close the transaction contemplated by terminate this Sub-Agreement without any reduction in the Shortfall Debt (or any Additional Amount) in accordance with the remaining terms and provisionsSection 9.6 hereof, whereupon the Encumbrances not so removed or cured shall become Permitted Encumbrances, after which Buyer will be deemed to be treated in the manner provided herein for Permitted Encumbrances. The City affirmatively represents that the Property has no material encumbrances. CONDITIONS PRECEDENT HPOPS’s obligations to perform under this Sub-Agreement and to close the transaction contemplated by this Sub-Agreement are expressly subject to the following:have waived such right.