Common use of Title and Survey Defects Clause in Contracts

Title and Survey Defects. On or before the fifteenth (15th) day after the latter of the receipt of each completed Title Commitment (together with full and complete copies of all exception documents and instruments identified therein) and Survey by Purchaser, Purchaser shall give Company notice of any matters revealed by such Title Commitment or Survey as to which Purchaser objects (the “Title Defects”). Any objection which is not timely made shall be deemed waived. Within five (5) days after receipt of Purchaser’s notice of Title Defects, Company shall provide notice to Purchaser of which Title Defects it elects to cure and Company shall have thirty (30) days (the “Inspection Period”) to cure said Title Defects other than Mandatory Removal Liens (as defined below) which shall be satisfied on or before the Effective Date. Company agrees to take such actions to satisfy all requirements set forth in Schedule B-I of the Title Commitment within its control and satisfy, pay or bond-off at Closing from the sales proceeds amounts secured by consensual liens or mortgages, real estate taxes and assessments which are due and payable (subject to pro-ration adjustments as provided herein) and liquidated liens or judgments affecting all or any portion of a parcel of the Real Property including any such matters which arise subsequent to the effective date of the applicable Title Commitment (collectively, the “Mandatory Removal Liens”). If Company refuses or fails to remedy said title objections prior to expiration of the Inspection Period (or such reasonable time thereafter provided the Company is diligently pursuing the cure of such Title Defects not to exceed fifteen 15) days), other than the Mandatory Removal Liens which Company is required to remedy on or before the Effective Date, Purchaser may in its sole discretion either (i) terminate this Agreement; or (ii) expressly waive such title objections or defects and proceed toward closing. Notwithstanding anything to the contrary in this Agreement, Purchaser may object at any time after the expiration of the Inspection Period to any additional matters first shown by any update or revision of the Title Commitment and/or re-certifications of the Survey, provided that such matters were not created by, through or under Purchaser (the "New Title Defects") and if Company refuses to remedy any such New Title Defects on or before the date which is five (5) days prior to the closing of the transactions contemplated by this Agreement upon the Effective Date, Purchaser may in its sole discretion either (i) terminate this Agreement; or (ii) expressly waive such title objections or defects and proceed toward closing. In no event shall Company execute and/or record any new agreements or instruments that encumber the Real Property after the date of this Agreement or prior to or after the Effective Time without Purchaser’s approval.

Title and Survey Defects. On or before the fifteenth Within twenty (15th20) day days after the latter of the receipt of each completed the Title Commitment (together with full and complete legible copies of all exception documents and instruments identified therein) and Survey by PurchaserBuyer, Purchaser (the “Inspection Period”) Buyer shall give Company Seller written notice of any matters revealed by such the Title Commitment or Survey which adversely affect the Real Property, other than Permitted Exceptions, and as to which Purchaser Buyer objects (the “Title Defects”). Any objection which is not timely made shall be deemed waived. Within five (5) days after receipt of PurchaserBuyer’s written notice of Title Defects, Company Seller shall provide written notice to Purchaser Buyer of which Title Defects it elects to cure and Company Seller shall have thirty (30) days (until the “Inspection Period”) Closing to cure said Title Defects other than Mandatory Removal Liens (as defined below) which Defects. Seller shall be satisfied on or before the Effective Date. Company agrees to take such actions to satisfy all requirements set forth in Schedule B-I of requirements in the Title Commitment within its control and satisfy, pay or bond-off at Closing from the sales proceeds amounts secured by consensual liens or mortgages, real estate taxes and assessments which are due and payable (subject to pro-ration adjustments as provided herein) and liquidated liens or judgments affecting all or any portion of a parcel of the Real Property including any such matters which arise subsequent to the effective date of the applicable Title Commitment (collectively, the “Mandatory Removal Monetary Liens”). If Company Seller refuses or fails to remedy said title objections or if Seller is unable to effect a cure prior to expiration of the Inspection Period (or such reasonable time thereafter provided the Company is diligently pursuing the cure of such Title Defects not to exceed fifteen 15) days)at Closing, other than the Mandatory Removal Monetary Liens which Company Seller is required to remedy on or before the Effective Dateremedy, Purchaser Buyer may in its sole discretion either (i) terminate this Agreement; Agreement or (ii) expressly waive such title objections or defects and proceed toward closingClosing. Notwithstanding anything to the contrary in this Agreementherein, Purchaser Buyer may object at any time after the expiration of the Inspection Period to any additional matters first shown by any update or revision endorsement of the Title Commitment and/or re-certifications of the Survey, provided that such matters were not created by, through or under Purchaser Buyer (the "“New Title Defects"”) and if Company Seller refuses to remedy any such New Title Defects on or before the date which is five (5) days prior to the closing of the transactions contemplated by this Agreement upon the Effective DateDefects, Purchaser Buyer may in its sole discretion either (i) terminate this Agreement; Agreement or (ii) expressly waive such title objections or defects and proceed toward closing. In no event shall Company execute and/or record any new agreements or instruments that encumber the Real Property after the date of this Agreement or prior to or after the Effective Time without Purchaser’s approvalClosing.

Title and Survey Defects. On Purchaser may obtain a survey of the Land or an update to Seller’s existing survey for the Land. Purchaser shall furnish to Seller, on or before the fifteenth (15th) day after the latter expiration of the receipt Due Diligence Period (defined below), a copy of each completed Title Commitment (Purchaser’s title report and survey, together with full and complete copies of all exception documents and instruments identified therein) and Survey by Purchasera statement specifying any defects in title or survey (collectively, Purchaser shall give Company notice of any matters revealed by such Title Commitment or Survey as to which Purchaser objects (the “Title DefectsObjections”) which are not Permitted Exceptions (“Purchaser’s Statement”). Any objection which is If Purchaser does not timely made submit such title report, survey and Purchaser’s Statement to Seller on or before such date, then Purchaser shall be deemed waivedto waive the right to raise any Title Objections. Within Seller shall notify Purchaser within five (5) days after receipt of Purchaser’s notice of Statement whether Seller will remove or cure the Title Defects, Company shall provide notice to Objections listed in Purchaser’s Statement. Purchaser of which Title Defects it elects to cure and Company agrees that Seller shall have thirty no obligation to remove or cure such Title Objections or to incur any cost or expense in connection therewith. If Seller does not agree within such five (305) day period to remove or cure any such Title Objections, then Seller shall be deemed to have elected not to remove or cure such Title Objections. If Seller elects (or is deemed to elect) not to remove or cure such Title Objections, then Purchaser shall have the right, upon notice delivered to Seller and the Escrow Agent within five (5) days (the “Inspection Period”) to cure said Title Defects other than Mandatory Removal Liens (as defined below) which shall be satisfied on or before the Effective Date. Company agrees to take such actions to satisfy all requirements set forth in Schedule B-I of the Title Commitment within its control and satisfy, pay or bond-off at Closing from the sales proceeds amounts secured by consensual liens or mortgages, real estate taxes and assessments which are due and payable (subject to pro-ration adjustments as provided herein) and liquidated liens or judgments affecting all or any portion of a parcel of the Real Property including any such matters which arise subsequent to the effective date of the applicable Title Commitment (collectively, the “Mandatory Removal Liens”). If Company refuses or fails to remedy said title objections prior to expiration of the Inspection Period (or such reasonable time thereafter provided the Company is diligently pursuing the cure of such Title Defects not to exceed fifteen 15) days), other than the Mandatory Removal Liens which Company is required to remedy on or before the Effective Date, Purchaser may in its sole discretion either (i) terminate this Agreement; or (ii) expressly waive such title objections or defects and proceed toward closing. Notwithstanding anything to the contrary in this Agreement, Purchaser may object at any time after the expiration of the Inspection Period to any additional matters first shown by any update or revision of the Title Commitment and/or re-certifications of the Survey, provided that such matters were not created by, through or under Purchaser (the "New Title Defects") and if Company refuses to remedy any such New Title Defects on or before the date which is five (5) days prior day period set forth above, either to the closing (a) waive such Title Objections and close title without abatement or reduction of the transactions contemplated by this Agreement upon the Effective DatePurchase Price, Purchaser may in its sole discretion either or (ib) terminate this Agreement; or (ii) expressly waive such title objections or defects and proceed toward closing. In no event shall Company execute and/or record any new agreements or instruments that encumber the Real Property after the date of If Purchaser fails to terminate this Agreement or prior within such five (5) day period, then Purchaser shall be deemed to or after waive any Title Objections which Seller has not agreed to remove. If this Agreement is terminated pursuant to this Section 2.3, except as expressly provided herein, neither party shall have any further liability to the Effective Time without Purchaser’s approvalother hereunder.

Title and Survey Defects. On or before the fifteenth Within twenty (15th) day after the latter of the receipt of each completed Title Commitment (together with full and complete copies of all exception documents and instruments identified therein) and Survey by Purchaser, Purchaser shall give Company notice of any matters revealed by such Title Commitment or Survey as to which Purchaser objects (the “Title Defects”). Any objection which is not timely made shall be deemed waived. Within five (520) days after receipt of Purchaser’s notice the Title Commitment, all of the Title DefectsDocuments and the Plat of Survey, Company the Purchaser shall provide give written notice to the Seller stating whether there are any exceptions on the Title Commitment which are not acceptable to the Purchaser in its sole discretion (the "Unpermitted Exceptions") or items on the Plat of Survey which Title Defects it elects are not acceptable to cure and Company the Purchaser in its sole discretion (the "Survey Defects"). The Seller shall have thirty (30) days (the “Inspection "Cure Period”") to cure said Title Defects other than Mandatory Removal Liens (as defined below) which shall be satisfied on or before have the Effective Date. Company agrees to take such actions to satisfy all requirements set forth in Schedule B-I of Unpermitted Exceptions removed from the Title Commitment within its control and satisfy, pay or bond-off at Closing the Survey Defects removed from the sales proceeds amounts secured Plat of Survey or to have the Title Company commit to insure against loss or damage that may be occasioned by consensual liens the Unpermitted Exceptions or mortgagesthe Survey Defects. If the Seller fails to have the Unpermitted Exceptions or the Survey Defects removed, real estate taxes or in the alternative, to obtain the title commitment for title insurance specified above as to the Unpermitted Exceptions and assessments which are due the Survey Defects within the Cure Period, the Purchaser may within five (5) days after the expiration of Cure Period elect to terminate this Agreement upon written notice to the Seller. and payable (subject to pro-ration adjustments as provided herein) and liquidated liens or judgments affecting all or any portion of receive a parcel refund of the Real Property including any such matters which arise subsequent Xxxxxxx Money, and interest thereon, or may elect upon notice to the effective date of the applicable Title Commitment Seller within five (collectively, the “Mandatory Removal Liens”). If Company refuses or fails to remedy said title objections prior to expiration of the Inspection Period (or such reasonable time thereafter provided the Company is diligently pursuing the cure of such Title Defects not to exceed fifteen 155) days), other than the Mandatory Removal Liens which Company is required to remedy on or before the Effective Date, Purchaser may in its sole discretion either (i) terminate this Agreement; or (ii) expressly waive such title objections or defects and proceed toward closing. Notwithstanding anything to the contrary in this Agreement, Purchaser may object at any time days after the expiration of the Inspection Period Cure Period, to take title as it then is with the right to deduct from the Purchase Price liens or encumbrances of an ascertainable amount. Seller shall have no obligation to cure any additional other Unpermitted Exceptions. If the Purchaser does not give timely written notice of the Unpermitted Exceptions or the Survey Defects, then all matters first shown by any update or revision of on the Title Commitment and/or re-certifications and the Plat of Survey shall be conclusively presumed to be acceptable to the Survey, provided that such Purchaser. The matters were not created by, through of title approved or under deemed approved by the Purchaser (pursuant to this paragraph 6 shall be the "New Title DefectsPermitted Exceptions") and if Company refuses to remedy any such New Title Defects on or before the date which is five (5) days prior to the closing of the transactions contemplated by this Agreement upon the Effective Date, Purchaser may in its sole discretion either (i) terminate this Agreement; or (ii) expressly waive such title objections or defects and proceed toward closing. In no event shall Company execute and/or record any new agreements or instruments that encumber the Real Property after the date of this Agreement or prior to or after the Effective Time without Purchaser’s approval.

Title and Survey Defects. On or before the fifteenth (15th) day after the latter of the receipt of each completed Title Commitment (together with full and complete copies of all exception documents and instruments identified therein) and Survey by Purchaser, Purchaser shall give Company notice of any matters revealed by such Title Commitment or Survey as to which Purchaser objects (the “Title Defects”). Any objection which is not timely made shall be deemed waived. Within five (5) days after receipt of Purchaser’s notice of Title Defects, Company shall provide notice to Purchaser of which Title Defects it elects to cure and Company shall have thirty (30) days (the “Inspection Period”) to cure said Title Defects other than Mandatory Removal Liens (as defined below) which shall be satisfied on or before the Effective Date. Company Seller agrees to take such actions to satisfy all requirements set forth in Schedule B-I of that the Title Commitment within its control and satisfy, pay or bond-off at Closing from the sales proceeds amounts secured by consensual liens or mortgages, real estate shall be subject only to: (i) general taxes and assessments which are not yet due and payable payable, (subject ii) the exceptions listed on Exhibit B and (iii) exceptions not objected to pro-ration adjustments in writing by Purchaser as provided herein) and liquidated liens or judgments affecting all or any portion of a parcel of the Real Property including any such matters which arise subsequent to the effective date of the applicable Title Commitment hereunder (collectively, the “Mandatory Removal LiensPermitted Title Exceptions”). If Company refuses or fails Purchaser shall, within fifteen (15) days after the receipt of the Title Commitment, notify Seller as to remedy said title objections those exceptions stated on the Title Commitment to which Purchaser objects and, if Purchaser has obtained the survey prior to expiration such date, notify Seller of those matters disclosed by the Inspection Period (Survey to which Purchaser objects. Seller shall not be obligated to incur any costs to cure or such reasonable time thereafter provided correct or cause the Company is diligently pursuing title insurer to insure over objectionable or unacceptable matters of title or survey disclosures, with the cure exception that Seller shall be responsible for releasing any liens of such Title Defects not to exceed fifteen 15) days), other than the Mandatory Removal Liens which Company is required to remedy a definite and ascertainable amount on or before the Effective DateClosing Date for any Parcel. If Seller is unable or unwilling to cure or correct or cause the title insurer to insure over objectionable or unacceptable matters of title or survey disclosures, within ten (10) days after the date of Purchaser’s notice, Purchaser may elect by written notice to terminate this Agreement in its sole discretion either which event the Initial Exxxxxx Money shall be returned to Purchaser and this Agreement shall be terminated except for Purchaser’s obligations to indemnify Seller and to restore the Land as provided herein (“Purchaser’s Indemnity and Restoration Obligations”). In the event no such notice is given within the time period permitted after each receipt by the Purchaser, Purchaser shall be deemed to have accepted the Title Commitment and/or the Survey and all exceptions contained in the Title Commitment and all matters disclosed by the Survey shall be deemed Permitted Exceptions, except for liens of a definite and ascertainable amount which Seller shall remove on or before the Closing Date for each Parcel. In the event the closing of the purchase of Parcel 1 occurs and only in such event, Seller shall provide a credit to Purchaser at Closing towards the Purchase Price of Parcel 1 (hereinafter defined) in the amount of Purchaser’s actual cost for obtaining the Survey. If the survey is not obtained by Purchaser within the later of (i) terminate this Agreement; receipt of the Title Commitment or (ii) expressly waive such title objections or defects and proceed toward closing. Notwithstanding anything to twenty (20) days after the contrary in Date of this Agreement, Purchaser may shall have no right to object at to any time after matters contained in the survey (except if Purchaser objects to a matter contained in the survey as a basis for terminating this Agreement prior to the expiration of the Inspection and Feasibility Period as provided in paragraph 6.D.) and all matters contained in the survey shall be Permitted Exceptions. Furthermore, if Purchaser fails to any additional obtain the survey, Seller shall not be required to obtain Extended Coverage over matters first shown by any update or revision of survey in the Title Commitment and/or re-certifications of Policy delivered at the Survey, provided that such matters were not created by, through or under Purchaser (the "New Title Defects") and if Company refuses to remedy any such New Title Defects on or before the date which is five (5) days prior to the closing of the transactions contemplated by this Agreement upon the Effective Date, Purchaser may in its sole discretion either (i) terminate this Agreement; or (ii) expressly waive such title objections or defects and proceed toward closing. In no event shall Company execute and/or record any new agreements or instruments that encumber the Real Property after the date of this Agreement or prior to or after the Effective Time without Purchaser’s approvalClosings.

Title and Survey Defects. On If the Title Commitment or the Surveys, or any update of the Title Commitment or the Surveys, at any time discloses exceptions to title or any Defects which Purchaser disapproves in its sole discretion (other than the Assumed Debt, Leases or the Operating Agreement), Purchaser shall so notify Sellers in writing (a “Disapproval Notice”) on or before the fifteenth (15th) day end of the Inspection Period; provided, however, in the event any update received after the latter end of the receipt of each completed Title Commitment (together with full and complete copies of all exception documents and instruments identified therein) and Survey by Inspection Period reflects a Defect, then Purchaser, Purchaser shall give Company ’s additional notice of any matters revealed by such Title Commitment or Survey as to which Purchaser objects (the “Title Defects”). Any objection which is not timely made shall be deemed waived. Within delivered within five (5) days of Purchaser’s receipt of such update. With respect to any Defects noted in a Disapproval Notice, Sellers (a) shall cause any such Defects which are monetary liens of a fixed and ascertainable amount that may be removed solely by the payment of money, including without limitation, judgment and mechanics’ liens (“Monetary Defects"), to be removed at or prior to the Closing and shall deposit with the Title Company releases or other appropriate instruments, in recordable form, sufficient to cause the removal of such items from the title, and (b) shall notify Purchaser in writing within five (5) business days after receipt of the Disapproval Notice whether Sellers will cause all or any of such other Defects to be removed or cured at or prior to Closing, and Sellers shall be deemed to have elected to remove or cure all other Defects by Closing if Sellers do not notify Purchaser to the contrary in writing within such five (5) business day period. If Sellers elect not to remove or cure all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, take title subject to the Defect noted in the Disapproval Notice that Sellers elect not to remove or cure and deduct from the Purchase Price all costs incurred (or to be incurred) by Purchaser in connection with its cure or removal of each such Defect, provided, however, in the case of any Defects other than Monetary Defects, Purchaser’s notice of Title Defects, Company right to deduct any such costs against Purchase Price shall provide notice be limited to Purchaser of which Title Defects it elects to cure and Company shall have thirty (30) days $150,000.00 in the aggregate (the “Inspection Period”) to cure said Title Defects other than Mandatory Removal Liens (as defined below) which shall be satisfied on or before the Effective Date. Company agrees to take such actions to satisfy all requirements set forth in Schedule BNon-I of the Title Commitment within its control and satisfy, pay or bond-off at Closing from the sales proceeds amounts secured by consensual liens or mortgages, real estate taxes and assessments which are due and payable (subject to pro-ration adjustments as provided herein) and liquidated liens or judgments affecting all or any portion of a parcel of the Real Property including any such matters which arise subsequent to the effective date of the applicable Title Commitment (collectively, the “Mandatory Removal Liens”). If Company refuses or fails to remedy said title objections prior to expiration of the Inspection Period (or such reasonable time thereafter provided the Company is diligently pursuing the cure of such Title Defects not to exceed fifteen 15) daysMonetary Defect Cap"), other than the Mandatory Removal Liens which Company is required to remedy on or before the Effective Date, Purchaser may in its sole discretion either (i) terminate this Agreement; or (ii) expressly waive such title objections or defects and proceed toward closing. Notwithstanding anything to the contrary in terminate this Agreement, Purchaser may object at any time after in which event the expiration of the Inspection Period to any additional matters first shown by any update or revision of the Title Commitment and/or re-certifications of the Survey, provided that such matters were not created by, through or under Purchaser (the "New Title Defects") Exxxxxx Money and if Company refuses to remedy any such New Title Defects on or before the date which is five (5) days prior to the closing of the transactions contemplated by this Agreement upon the Effective Date, Purchaser may in its sole discretion either (i) terminate this Agreement; or (ii) expressly waive such title objections or defects and proceed toward closing. In no event all interest accrued thereon shall Company execute and/or record any new agreements or instruments that encumber the Real Property after the date of this Agreement or prior to or after the Effective Time without Purchaser’s approval.be immediately returned to

Title and Survey Defects. On or before the fifteenth (15th) day after the latter of the receipt of each completed Title Commitment (together with full and complete copies of all exception documents and instruments identified therein) and Survey by Purchaser, Purchaser shall give Company notice of any matters revealed by such Title Commitment or Survey as to which Purchaser objects (the “Title Defects”). Any objection which is not timely made shall be deemed waived. Within five (5) days after receipt of Purchaser’s notice of Title Defects, Company shall provide notice to Purchaser of which Title Defects it elects to cure and Company shall have thirty (30) days (the “Inspection Period”) to cure said Title Defects other than Mandatory Removal Liens (as defined below) which shall be satisfied on or before the Effective Date. Company agrees to take such actions to satisfy all requirements set forth in Schedule B-I of the Title Commitment within its control and satisfy, pay or bond-off at Closing from the sales proceeds amounts secured by consensual liens or mortgages, real estate taxes and assessments which are due and payable (subject to pro-ration adjustments as provided herein) and liquidated liens or judgments affecting all or any portion of a parcel of the Real Property including any such matters which arise subsequent to the effective date of the applicable Title Commitment (collectively, the “Mandatory Removal Liens”). If Company refuses or fails to remedy said title objections prior to expiration of the Inspection Period (or such reasonable time thereafter provided the Company is diligently pursuing the cure of such Title Defects not to exceed fifteen 15) days), other than the Mandatory Removal Liens which Company is required to remedy on or before the Effective Date, Purchaser may in its sole discretion either (i) terminate this Agreement; or (ii) expressly waive such title objections or defects and proceed toward closing. Notwithstanding anything to the contrary in this Agreement, Purchaser may object at any time after the expiration of the Inspection Period to any additional matters first shown by any update or revision of the Title Commitment and/or re-certifications of the Survey, provided that such matters were not created by, through or under Purchaser (the "“New Title Defects"”) and if Company refuses to remedy any such New Title Defects on or before the date which is five (5) days prior to the closing of the transactions contemplated by this Agreement upon the Effective Date, Purchaser may in its sole discretion either (i) terminate this Agreement; or (ii) expressly waive such title objections or defects and proceed toward closing. In no event shall Company execute and/or record any new agreements or instruments that encumber the Real Property after the date of this Agreement or prior to or after the Effective Time without Purchaser’s approval.

Title and Survey Defects. On The period of time between the Effective Date and 5:00 p.m. (EDT) on May 11, 2005 is referred to herein as the “Title Review Period.” Purchaser shall obtain the Commitment prior to the expiration of the Title Review Period. Purchaser shall notify Seller by not later than the expiration of the Title Review Period (i) if Purchaser objects to any encumbrance, lien or before other title or survey matter affecting the fifteenth Property and/or (15thii) day Title Company has not included in the Commitment any endorsements reasonably requested by Purchaser (each, a “Missing Endorsement”). All encumbrances, liens and other title and survey matters affecting the Property as of the expiration of the Title Review Period which are not objected to by Purchaser prior to the expiration of the Title Review Period, are referred to herein collectively as the “Permitted Title Exceptions.” All endorsements included in the Commitment are referred to herein as the “Commitment Endorsements”. In the event that any encumbrance, lien or other title or survey matter affecting the Property arises after the latter date of the receipt of each completed Title Commitment Review Period (together with full and complete copies of all exception documents and instruments identified therein) and Survey by Purchasereach, a “Subsequently Arising Exception”), Purchaser shall give Company may object to any such Subsequently Arising Exception (or Subsequently Arising Exceptions) by providing written notice thereof to Seller by the earlier to occur of any matters revealed by such (i) the date which is ten (10) days after Purchaser receives notice thereof, or (ii) the Closing Date. If Purchaser so objects to either an encumbrance, lien or other title or survey matter affecting the Property as of the expiration of the Title Commitment Review Period or Survey as to which Purchaser objects a Subsequently Arising Exception (the each, a “Title Defect” and collectively, “Title Defects”). Any objection which is not timely made ) or a Missing Endorsement, as applicable, Seller shall be deemed waived. Within notify Purchaser within five (5) days after following the date of receipt of Purchaser’s notice of such objection that either (a) the Title Defect (or the Title Defects) have been, or will be at or prior to Closing, released or discharged of record in a manner reasonably satisfactory to both Purchaser and the Title Company and/or the Seller will cause the Title Company to include the Missing Endorsement (or Missing Endorsements) in the Commitment (and in such event, if reasonably requested by Seller to allow Seller time to cause such discharge or removal or inclusion, the Closing Date shall provide notice be deferred to Purchaser of which Title Defects it elects to cure and Company shall have a date mutually agreed-upon by the parties, but for not more than thirty (30) days beyond the scheduled Closing Date set forth below), or (b) that Seller does not intend to arrange to have the “Inspection Period”Title Defect(s) released or discharged of record and/or to cure said have the Missing Endorsement(s) included as aforesaid. If Seller does not notify Purchaser within the five (5) day period as aforesaid that Seller has arranged to have the respective Title Defect(s) released or discharged of record and/or to have the Missing Endorsement(s) included, as aforesaid, or if Seller fails to have the respective Title Defects other released or discharged of record and/or to have the Missing Endorsement(s) included by not later than Mandatory Removal Liens three (as defined below3) which shall be satisfied on or before the Effective Date. Company agrees to take such actions to satisfy all requirements set forth in Schedule B-I of the Title Commitment within its control and satisfy, pay or bond-off at Closing from the sales proceeds amounts secured by consensual liens or mortgages, real estate taxes and assessments which are due and payable (subject to pro-ration adjustments as provided herein) and liquidated liens or judgments affecting all or any portion of a parcel of the Real Property including any such matters which arise subsequent to the effective date of the applicable Title Commitment (collectively, the “Mandatory Removal Liens”). If Company refuses or fails to remedy said title objections business days prior to expiration of the Inspection Period (or such reasonable time thereafter provided the Company is diligently pursuing the cure of such Title Defects not to exceed fifteen 15) days)Closing, other than the Mandatory Removal Liens which Company is required to remedy on or before the Effective Dateas aforesaid, then Purchaser may in as its sole discretion remedy elect either (i) to terminate its obligations hereunder to purchase the Property, in which event the Deposit together with all interest earned thereon shall be returned to Purchaser and thereafter this AgreementAgreement shall terminate and be of no further force or effect, with neither party having any further obligations hereunder, excepting those obligations which expressly survive the termination hereof; or (ii) expressly waive such to proceed with the Closing and accept title objections or defects and proceed toward closing. Notwithstanding anything to the contrary in this Agreement, Purchaser may object at any time after the expiration of the Inspection Period Property subject to any additional matters first shown by any update or revision of the Title Commitment Defect(s) and/or re-certifications of the Surveyto proceed without obtaining any remaining Missing Endorsement(s), provided that such matters were not created by, through or under Purchaser (the "New Title Defects") and if Company refuses to remedy any such New Title Defects on or before the date which is five (5) days prior with no adjustment to the closing of the transactions contemplated by Purchase Price, in which event this Agreement upon shall remain in full force and effect in accordance with its terms and the Effective Daterespective Title Defect shall be considered to be a Permitted Title Exception. Seller shall have no affirmative obligation hereunder to expend any funds in order to cause any Title Defect(s) to be released or discharged of record or to cause the Title Company to issue the Missing Endorsement(s); provided, Purchaser may however, the foregoing limitation shall not apply to, and Seller shall pay or discharge in its sole discretion either (i) terminate this Agreement; or (ii) expressly waive such title objections or defects and proceed toward closing. In no event shall Company execute full, any mortgages and/or record any new agreements or instruments that encumber mechanics liens arising from work performed on the Real Property after the date by or on behalf of this Agreement Seller, and other monetary liens or prior encumbrances voluntarily created or assumed by Seller; provided, further Seller shall not be obligated to pay or after the Effective Time without Purchaser’s approvaldischarge any liens filed by contractors or vendors of Avaya or their respective subcontractors or suppliers.