Common use of Survey and Title Review Clause in Contracts

Survey and Title Review. 5.1 Purchaser shall have a period until the date of Closing in which to review and approve the Title Commitment and the Survey (the "Title Inspection Period"). If the information to be provided pursuant to Sections 4.1(a) and (b) reflects or discloses any defect, exception, or other matter affecting the Property ("Title Defects") that is unacceptable to Purchaser, then prior to the expiration of the Title Inspection Period, Purchaser shall provide Seller with written notice of Purchaser's objections. Seller may, at its sole option, elect to cure or remove the objections raised by Purchaser; provided, however, that Seller shall have no obligation to do so, except Seller must remove each of the following (the "Mandatory Cure Matters"): any deeds of trust securing borrowed money against the Property and each conveyance of an interest in any of the Property made after September 15, 2000 by Seller. Should Seller elect to attempt to cure or remove the objections, Seller shall have ten (10) days from the date of Purchaser's written notice of objections (the "Cure Period") in which to accomplish the cure. In the event Seller either elects not to cure or remove the objections or is unable to accomplish same prior to the expiration of the Cure Period, then Purchaser shall be entitled, as Purchaser's sole and exclusive remedy, either to terminate this Contract by providing written notice of termination to Seller within five (5) days from the date of expiration of the Cure Period or waive the objections and close the sale of the Property as otherwise contemplated herein. The Title Inspection Period shall be deemed to be extended through the Cure Period and the five (5) day period thereafter during which time Purchaser has the right to terminate the Contract. Should Purchaser terminate the Contract due to Title Defects during such five (5) day period, Purchaser shall receive a refund of the Xxxxxxx Money. If the Purchaser shall fail to notify Seller in writing of any objections to the state of Seller's title to the Property as shown by the Title Commitment and the Survey to be provided to Purchaser pursuant to Sections 4.1(a) and (b) hereof, then Purchaser shall be deemed to have no objections to the state of Seller's title to the Property as shown by the Title Commitment and the Survey, and any exceptions to Seller's title which have not been objected to by Purchaser and which are shown on the Survey or described in the Title Commitment shall be considered to be "Permitted Exceptions". It is understood and agreed that the Property will be conveyed to Purchaser subject to all Tenant Leases, and that such leases shall be Permitted Exceptions. It is further understood and agreed that any Title Defects which have been objected to by Purchaser and which are subsequently waived by Purchaser shall be Permitted Exceptions.

Survey and Title Review. 5.1 (a) Purchaser shall have a period until five (5) business days prior to the date expiration of Closing the Inspection Period (as defined below) (the “Title Review Period”) to deliver to Seller in which writing any objection Purchaser has to review and approve any exception or matter contained in the Title Commitment and the Updated Survey (if available) or the "Title Inspection Period"Existing Survey (“Objections”). If Purchaser shall be deemed to have made Objections to all monetary liens of any existing deed of trust or mortgage, judgments or any mechanic’s or materialman’s lien created by, through or under Seller affecting the information to Real Property, and real estate taxes and assessments which will be provided pursuant to Sections 4.1(adelinquent if unpaid (collectively, “Monetary Liens”) and (b) reflects at or discloses any defectbefore Closing, exceptionSeller shall be obligated to pay, or other matter affecting the Property ("Title Defects") that is unacceptable satisfy and/or remove all Monetary Liens. If Purchaser fails to give written notice of Purchaser, then ’s Objections to Seller prior to the expiration of the Title Inspection Review Period, then all exceptions to title shown on the Title Commitment and all matters shown on the Existing Survey and Updated Survey, if applicable, shall be deemed to be approved by Purchaser and shall provide be deemed to be Permitted Exceptions (as hereinafter defined). If Purchaser has timely notified Seller with written notice in writing of Purchaser's objections. ’s Objections to the Title Commitment, the Existing Survey or Updated Survey, then Seller may, at its sole option, elect shall have a period of three (3) days following the receipt of the Objections in which to commit to the cure or remove the objections raised by PurchaserObjections before Closing (the “Cure Period”); provided, however, that Seller may, but shall have no obligation to do sonot be obligated to, except Seller must remove each of the following (the "Mandatory Cure Matters"): any deeds of trust securing borrowed money against the Property and each conveyance of an interest in cure any of the Property made after September 15Purchaser’s Objections other than Monetary Liens. If Purchaser has timely notified Seller in writing of Objections to the Title Commitment, 2000 by Seller. Should the Existing Survey or the Updated Survey, then Seller elect to attempt to cure or remove the objectionsmay, Seller shall have ten (10) days from the date of Purchaser's written notice of objections (the "Cure Period") in which to accomplish the cure. In the event Seller either elects not to cure or remove the objections or is unable to accomplish same prior to the expiration of the Cure Period, then give Purchaser written notice (“Seller’s Title Cure Notice”) of Seller’s intention to satisfy or not satisfy the Objections prior to Closing. If Seller fails to timely give Purchaser Seller’s Title Cure Notice, or if Seller notifies Purchaser in writing during the Cure Period that Seller will not satisfy the Objections prior to Closing, then, in either event, Purchaser shall be entitledhave the option, as Purchaser's sole and exclusive remedyprior to the expiration of the Inspection Period, to either (i) waive the unsatisfied Objections, in which event those unsatisfied Objections shall become Permitted Exceptions, or (ii) terminate this Agreement by giving written notice to Seller of its election to terminate prior to the expiration of the Inspection Period. If Purchaser does not timely elect to terminate this Contract by providing written notice of termination to Seller within five (5) days from the date of expiration of the Cure Period or waive the objections and close the sale of the Property as otherwise contemplated herein. The Title Inspection Period shall be deemed to be extended through the Cure Period and the five (5) day period thereafter during which time Purchaser has the right to terminate the Contract. Should Purchaser terminate the Contract due to Title Defects during such five (5) day period, Purchaser shall receive a refund of the Xxxxxxx Money. If the Purchaser shall fail to notify Seller in writing of any objections to the state of Seller's title to the Property as shown by the Title Commitment and the Survey to be provided to Purchaser pursuant to Sections 4.1(a) and (b) hereofAgreement, then Purchaser shall be deemed to have waived any unsatisfied Objection, other than Monetary Liens, and any such unsatisfied Objection, other than Monetary Liens, shall become a Permitted Exception. If Purchaser timely elects to terminate this Agreement, then in such event, the Exxxxxx Money, less the Independent Consideration, shall be promptly returned to Purchaser and Seller and Purchaser shall have no objections further obligations, one to the state other, with respect to the subject matter of this Agreement, except for those provisions that expressly survive termination of this Agreement. Seller shall cause the Monetary Liens, and any Objections which it agrees to cure in Seller's ’s Title Cure Notice to be paid, satisfied or removed at or prior to Closing. (b) If, after giving the Objections to Seller, Purchaser receives an update to the Title Commitment or, to the extent ordered within the time-frame set forth above, update to the Updated Survey showing any additional exceptions to title to the Property as shown by which are not disclosed in the Title Commitment, Existing Survey or Updated Survey delivered to Purchaser prior to the expiration of the Title Review Period, Purchaser shall give written notice of its objections thereto to Seller no later than three (3) days after the date Purchaser receives such update to the Title Commitment or Updated Survey. With respect to any objections to new title or survey matters set forth in Purchaser’s objection notice, Seller shall have the same option to cure and Purchaser shall have the same option to accept title subject to such matters, or to terminate this Agreement, as those which apply to any notice of objections made by Purchaser in accordance with Section 5.3(a), and the SurveyClosing Date shall, and to the extent necessary, be extended due to any exceptions to Seller's title which have not been objected to by Purchaser and which are shown on the Survey or described in the Title Commitment shall be considered to be "Permitted Exceptions". It is understood and agreed that the Property will be conveyed to Purchaser subject to all Tenant Leases, and that such leases shall be Permitted Exceptions. It is further understood and agreed that any Title Defects which have been objected to by Purchaser and which are subsequently waived by Purchaser shall be Permitted Exceptionsobjections.

Survey and Title Review. 5.1 Purchaser shall have a period until five (5) days prior to the date expiration of Closing the Inspection Period (as defined below) (the “Title Review Period”) to deliver to Seller in which writing any objection Purchaser has to review and approve any exception or matter contained in the Title Commitment and or the Existing Survey (the "Title Inspection Period"“Objections”). Purchaser shall be deemed to have made Objections to all monetary liens Monetary Liens and at or before Closing, Seller shall be obligated to pay, satisfy and/or remove all Monetary Liens. If the information Purchaser fails to be provided pursuant give written notice of Purchaser’s Objections to Sections 4.1(a) and (b) reflects or discloses any defect, exception, or other matter affecting the Property ("Title Defects") that is unacceptable to Purchaser, then Seller prior to the expiration of the Title Inspection Review Period, then all exceptions to title shown on the Title Commitment and all matters shown on the Existing Survey shall be deemed to be approved by Purchaser and shall provide be deemed to be Permitted Exceptions (as hereinafter defined). If Purchaser has timely notified Seller with written notice in writing of Purchaser's objections. ’s Objections to the Title Commitment or the Existing Survey, then Seller may, at its sole option, elect shall have a period of three (3) days following the receipt of the Objections in which to commit to the cure or remove the objections raised by PurchaserObjections before Closing (the “Cure Period”); provided, however, Seller may, but shall not be obligated to, cure any of the Purchaser’s Objections other than Monetary Liens. “Monetary Liens” means (i) any existing deed of trust, mortgage and any mechanic’s or materialman’s lien created by, through or under Seller affecting the Real Property, (ii) any mechanics’ or materialmen’s lien filed in connection with work performed by or for Seller and not disputed by Seller, (iii) any lien securing an ascertainable amount and granted or expressly consented to by Seller, (iv) any objections identified in the Survey that can be resolved by an accurate survey affidavit delivered by Seller, and (iv) any other monetary lien created by, through or under Seller that may be removed by the payment of a liquidated sum of money, provided that Seller shall have no obligation not be required to do soexpend more than $50,000.00 in the aggregate with respect to items described in this clause (iv) with respect to the Hotel. If Purchaser has timely notified Seller in writing of Objections to the Title Commitment or the Existing Survey, except then Seller must remove each of the following (the "Mandatory Cure Matters"): any deeds of trust securing borrowed money against the Property and each conveyance of an interest in any of the Property made after September 15may, 2000 by Seller. Should Seller elect to attempt to cure or remove the objections, Seller shall have ten (10) days from the date of Purchaser's written notice of objections (the "Cure Period") in which to accomplish the cure. In the event Seller either elects not to cure or remove the objections or is unable to accomplish same prior to the expiration of the Cure Period, then give Purchaser written notice (“Seller’s Title Cure Notice”) of Seller’s intention to satisfy or not satisfy the Objections prior to Closing. If Seller fails to timely give Purchaser the Seller’s Title Cure Notice, or if Seller notifies Purchaser in writing during the Cure Period that Seller will not satisfy the Objections prior to Closing, then, in either event, Purchaser shall be entitledhave the option, as Purchaser's sole and exclusive remedyprior to the expiration of the Inspection Period, to either (i) waive the unsatisfied Objections, in which event those unsatisfied Objections shall become Permitted Exceptions, or (ii) terminate this Agreement by giving written notice to Seller of its election to terminate prior to the expiration of the Inspection Period. If Purchaser does not timely elect to terminate this Contract by providing written notice of termination to Seller within five (5) days from the date of expiration of the Cure Period or waive the objections and close the sale of the Property as otherwise contemplated herein. The Title Inspection Period shall be deemed to be extended through the Cure Period and the five (5) day period thereafter during which time Purchaser has the right to terminate the Contract. Should Purchaser terminate the Contract due to Title Defects during such five (5) day period, Purchaser shall receive a refund of the Xxxxxxx Money. If the Purchaser shall fail to notify Seller in writing of any objections to the state of Seller's title to the Property as shown by the Title Commitment and the Survey to be provided to Purchaser pursuant to Sections 4.1(a) and (b) hereofAgreement, then Purchaser shall be deemed to have no objections to the state of Seller's title to the Property as shown by the Title Commitment and the Surveywaived any unsatisfied Objection, other than Monetary Liens, and any exceptions such unsatisfied Objection, other than Monetary Liens, shall become a Permitted Exception. If Purchaser timely elects to Seller's title which have not been objected terminate this Agreement, then in such event, the Exxxxxx Money, less the Independent Consideration, shall be promptly returned to by Purchaser and which are shown on Seller and Purchaser shall have no further obligations, one to the Survey or described in other, with respect to the Title Commitment subject matter of this Agreement, except for those provisions that expressly survive termination of this Agreement. Seller shall be considered cause the Monetary Liens to be "Permitted Exceptions". It is understood and agreed that the Property will be conveyed paid, satisfied or removed at or prior to Purchaser subject to all Tenant Leases, and that such leases shall be Permitted Exceptions. It is further understood and agreed that any Title Defects which have been objected to by Purchaser and which are subsequently waived by Purchaser shall be Permitted ExceptionsClosing.

Survey and Title Review. 5.1 Purchaser shall have a period until of fifteen (15) days from the date on which it receives the last of Closing in which to review and approve the Title Commitment and the Existing Survey (but shall not begin earlier than the "Effective Date) in which to review the state of Seller’s title to the Property (the “Title Inspection Review Period"”). If the information to be provided pursuant to Sections 4.1(a) and (b) Existing Survey or Title Commitment reflects or discloses any defect, exception, exception or other matter affecting that materially and adversely affects the Property ("individually, “Title Defect” and collectively, “Title Defects"”) that is unacceptable to PurchaserPurchaser for any reason whatsoever, then prior to the expiration of the Title Inspection Review Period, Purchaser shall provide Seller with written notice of Purchaser's its objections. , the efforts Purchaser would like Seller may, at its sole option, elect to cure or remove the objections raised by Purchaser; provided, however, that Seller shall have no obligation to do so, except Seller must remove each of the following (the "Mandatory Cure Matters"): any deeds of trust securing borrowed money against the Property and each conveyance of an interest in any of the Property made after September 15, 2000 by Seller. Should Seller elect initiate to attempt to cure or remove the such objections, . Seller shall have ten (10) days (the “Cure Period”) from the date of Seller’s receipt of such notice to attempt to cure such Title Defects to the reasonable satisfaction of Purchaser's written notice . Seller shall not be required to remove or cure the Title Defects or incur any costs or liability in so doing, other than the liens securing the Existing Loan, any other deed of objections (trust liens, judgment liens, tax liens, voluntary liens or mechanic’s liens against the "Property as reflected on Schedule C of the Title Commitment. If Seller does not cure any or all of the Title Defects within the Cure Period") , Seller shall notify Purchaser in which to accomplish the cure. In the event Seller either elects not to cure or remove the objections or is unable to accomplish same writing, prior to the expiration of the Cure Period, then specifying Seller’s decision, regarding the cure of each of the Title Defects (the “Cure Notice”), and Purchaser shall be entitledmay, as Purchaser's its sole and exclusive remedyremedies, either to on or before five (5) days after receipt of the Cure Notice (the “Defect Review Period”), either: (i) terminate this Contract by providing written notice to the Seller, or (ii) elect in writing to waive any uncured Title Defect which Seller has not agreed in the Cure Notice to cure at or prior to Closing. If Purchaser fails to terminate the Contract on or prior to expiration of termination the Defect Review Period, then any Title Defect (i) that Seller has failed to cure on or prior to the expiration of the Cure Period and has not agreed in the Cure Notice to cure or cause to be cured by Closing, and (ii) that is set forth on Schedule B of the Title Commitment or the Existing Survey shall be deemed waived by Purchaser. In the event Seller fails to provide Purchaser with the Cure Notice prior to the expiration of the Cure Period, such failure shall not be a default hereunder, but shall be deemed to be a notice from Seller that it will not remove or cure such Title Defects, and Purchaser shall have the right as its sole and exclusive remedies, with such right to be exercised within five (5) days from after the date of expiration of the Cure Period Period, to either: (i) terminate this Contract by written notice to Seller; or (ii) elect in writing to waive the objections and close the sale any uncured Title Defects. Purchaser shall have ten (10) days after receipt of the Updated Survey (the “Updated Survey Review Period”) to review and deliver written objections to Seller to any matter shown on the Updated Survey that is not shown on the Existing Survey and that materially and adversely affects the Property as otherwise contemplated herein(the “Updated Survey Defects”). The Title Inspection Period Seller shall not be deemed obligated to be extended through the Cure Period and the five (5) day period thereafter during which time Purchaser has the right cure any Updated Survey Defects prior to terminate the Contract. Should Purchaser terminate the Contract due to Title Defects during such five (5) day periodClosing, Purchaser shall receive a refund of the Xxxxxxx Moneyor incur any costs or liability in so doing. If the Purchaser shall fail Seller is unable or unwilling to notify Seller in writing of cure any objections to the state of Seller's title to the Property as shown Updated Survey Defects by the Title Commitment and the Survey to be provided to Purchaser pursuant to Sections 4.1(a) and (b) hereofClosing Date, then Purchaser shall be deemed have the right to have no objections either (i) terminate this Contract and receive a complete refund of the Exxxxxx Money, together with all interest which has accrued thereon, or (ii) waive such Objections and proceed to the state of Seller's title to the Property as shown by the Title Commitment and the Survey, and any Closing. Any exceptions to Seller's title ’s title, the Existing Survey or the Updated Survey (i) (a) to which Purchaser has not objected or (b) which have not been objected to waived or deemed waived by Purchaser Purchaser, and (ii) which are shown on the Survey or described in Schedule B of the Title Commitment or on the Existing Survey or the Updated Survey shall be considered to be "Permitted Exceptions". It is understood and agreed that the Property will be conveyed to Purchaser subject to all Tenant Leases, and that such leases shall be Permitted Exceptions. It is further understood and agreed that any Title Defects which have been objected to by Purchaser and which are subsequently waived by Purchaser shall be “Permitted Exceptions.” If Purchaser terminates this Contract as provided for herein, then the Exxxxxx Money shall be returned immediately to Purchaser and neither Seller nor Purchaser shall have any further right or obligation hereunder.