Common use of Title and Survey Defects Clause in Contracts

Title and Survey Defects. Within twenty (20) days after the latter of the receipt of the Title Commitment with legible copies of all exception documents and Survey by Buyer, (the “Inspection Period”) Buyer shall give Seller written notice of any matters revealed by the Title Commitment or Survey which adversely affect the Real Property, other than Permitted Exceptions, and as to which Buyer objects (the “Title Defects”). Any objection which is not timely made shall be deemed waived. Within five (5) days after receipt of Buyer’s written notice of Title Defects, Seller shall provide written notice to Buyer of which Title Defects it elects to cure and Seller shall have until the Closing to cure said Title Defects. Seller shall take such actions to satisfy all B-I requirements in the Title Commitment within its control and satisfy, pay or bond-off at Closing from the sales proceeds amounts secured by 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 the Real Property including any such matters which arise subsequent to the effective date of the Title Commitment (collectively, the “Monetary Liens”). If Seller refuses to remedy said title objections or if Seller is unable to effect a cure prior to or at Closing, other than the Monetary Liens which Seller is required to remedy, Buyer 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 herein, Buyer may object at any time after the expiration of the Inspection Period to any additional matters first shown by any endorsement of the Title Commitment and/or re-certifications of the Survey, provided that such matters were not created by, through or under Buyer (the “New Title Defects”) and if Seller refuses to remedy any such New Title Defects, Buyer may in its sole discretion either (i) terminate this Agreement or (ii) expressly waive such title objections or defects and proceed toward Closing.

Title and Survey Defects. Within Seller agrees that the Title Commitment shall be subject only to: (i) general taxes not yet due and payable, (ii) the exceptions listed on Exhibit B and (iii) exceptions not objected to in writing by Purchaser as provided hereunder (collectively, the “Permitted Title Exceptions”). Purchaser shall, within fifteen (15) days after the receipt of the Title Commitment, notify Seller as to those exceptions stated on the Title Commitment to which Purchaser objects and, if Purchaser has obtained the survey prior to such date, notify Seller of those matters disclosed by the Survey to which Purchaser objects. Seller shall not be obligated to incur any costs to cure or correct or cause the title insurer to insure over objectionable or unacceptable matters of title or survey disclosures, with the exception that Seller shall be responsible for releasing any liens of a definite and ascertainable amount on or before the Closing 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 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) receipt of the Title Commitment or (ii) twenty (20) days after the latter Date of the receipt of the Title Commitment with legible copies of all exception documents and Survey by Buyerthis Agreement, (the “Inspection Period”) Buyer Purchaser shall give Seller written notice of have no right to object to any matters revealed by the Title Commitment or Survey which adversely affect the Real Property, other than Permitted Exceptions, and as to which Buyer objects (the “Title Defects”). Any objection which is not timely made shall be deemed waived. Within five (5) days after receipt of Buyer’s written notice of Title Defects, Seller shall provide written notice to Buyer of which Title Defects it elects to cure and Seller shall have until the Closing to cure said Title Defects. Seller shall take such actions to satisfy all B-I requirements contained in the Title Commitment within its control and satisfy, pay or bond-off at Closing from survey (except if Purchaser objects to a matter contained in the sales proceeds amounts secured by liens or mortgages, real estate taxes and assessments which are due and payable (subject to pro-ration adjustments survey as provided herein) and liquidated liens or judgments affecting all or any portion of the Real Property including any such matters which arise subsequent to the effective date of the Title Commitment (collectively, the “Monetary Liens”). If Seller refuses to remedy said title objections or if Seller is unable to effect a cure basis for terminating this Agreement prior to or at Closing, other than the Monetary Liens which Seller is required to remedy, Buyer 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 herein, Buyer may object at any time after 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 endorsement 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 Buyer (the “New Title Defects”) and if Seller refuses to remedy any such New Title Defects, Buyer may in its sole discretion either (i) terminate this Agreement or (ii) expressly waive such title objections or defects and proceed toward ClosingClosings.

Title and Survey Defects. Within twenty (20) days after the latter of the receipt of the Title Commitment, all of the Title Documents and the Plat of Survey, the Purchaser shall give written notice to the Seller stating whether there are any exceptions on the Title Commitment with legible copies of all exception documents and Survey by Buyer, which are not acceptable to the Purchaser in its sole discretion (the “Inspection "Unpermitted Exceptions") or items on the Plat of Survey which are not acceptable to the Purchaser in its sole discretion (the "Survey Defects"). The Seller shall have thirty (30) days (the "Cure Period”") Buyer shall give Seller written notice of any matters revealed by to have the Unpermitted Exceptions removed from the Title Commitment or the Survey which adversely affect Defects removed from the Real PropertyPlat of Survey or to have the Title Company commit to insure against loss or damage that may be occasioned by the Unpermitted Exceptions or the Survey Defects. If the Seller fails to have the Unpermitted Exceptions or the Survey Defects removed, other than Permitted Exceptionsor in the alternative, and to obtain the title commitment for title insurance specified above as to which Buyer objects (the “Title Defects”). Any objection which is not timely made shall be deemed waived. Within Unpermitted Exceptions and the Survey Defects within the Cure Period, the Purchaser may within five (5) days after receipt the expiration of Buyer’s written notice of Title Defects, Seller shall provide Cure Period elect to terminate this Agreement upon written notice to Buyer of which Title Defects it elects to cure the Seller. and Seller shall have until the Closing to cure said Title Defects. Seller shall take such actions to satisfy all B-I requirements in the Title Commitment within its control and satisfy, pay or bond-off at Closing from the sales proceeds amounts secured by 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 receive a 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 Title Commitment Seller within five (collectively, the “Monetary Liens”). If Seller refuses to remedy said title objections or if Seller is unable to effect a cure prior to or at Closing, other than the Monetary Liens which Seller is required to remedy, Buyer may in its sole discretion either (i5) terminate this Agreement or (ii) expressly waive such title objections or defects and proceed toward Closing. Notwithstanding anything to the contrary herein, Buyer 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 endorsement 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 Buyer (deemed approved by the “New Title Defects”) and if Seller refuses Purchaser pursuant to remedy any such New Title Defects, Buyer may in its sole discretion either (i) terminate this Agreement or (ii) expressly waive such title objections or defects and proceed toward Closingparagraph 6 shall be the "Permitted Exceptions".

Title and Survey Defects. Within twenty On or before the fifteenth (2015th) days day after the latter of the receipt of the each completed Title Commitment (together with legible full and complete copies of all exception documents and instruments identified therein) and Survey by BuyerPurchaser, (the “Inspection Period”) Buyer Purchaser shall give Seller written Company notice of any matters revealed by the such Title Commitment or Survey which adversely affect the Real Property, other than Permitted Exceptions, and as to which Buyer Purchaser objects (the “Title Defects”). Any objection which is not timely made shall be deemed waived. Within five (5) days after receipt of BuyerPurchaser’s written notice of Title Defects, Seller Company shall provide written notice to Buyer Purchaser of which Title Defects it elects to cure and Seller Company shall have until thirty (30) days (the Closing “Inspection Period”) to cure said Title DefectsDefects other than Mandatory Removal Liens (as defined below) which shall be satisfied on or before the Effective Date. Seller shall Company agrees to take such actions to satisfy all requirements set forth in Schedule B-I requirements in 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 “Monetary Mandatory Removal Liens”). If Seller Company 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 at Closingsuch reasonable time thereafter provided the Company is diligently pursuing the cure of such Title Defects not to exceed fifteen 15) days), other than the Monetary Mandatory Removal Liens which Seller Company is required to remedyremedy on or before the Effective Date, Buyer Purchaser 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 hereinin this Agreement, Buyer Purchaser may object at any time after the expiration of the Inspection Period to any additional matters first shown by any endorsement 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 Buyer Purchaser (the “"New Title Defects”") and if Seller Company refuses to remedy any such New Title DefectsDefects 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, Buyer Purchaser may in its sole discretion either (i) terminate this Agreement Agreement; or (ii) expressly waive such title objections or defects and proceed toward Closingclosing. 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. Within twenty (20) days after the latter Purchaser may obtain a survey of the receipt Land or an update to Seller’s existing survey for the Land. Purchaser shall furnish to Seller, on or before expiration of the Due Diligence Period (defined below), a copy of Purchaser’s title report and survey, together with a statement specifying any defects in title or survey (collectively, “Title Commitment with legible copies of all exception documents and Survey by Buyer, (the “Inspection PeriodObjections”) Buyer shall give Seller written notice of any matters revealed by the Title Commitment or Survey which adversely affect the Real Property, other than are not Permitted Exceptions, and as to which Buyer objects Exceptions (the “Title DefectsPurchaser’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 BuyerPurchaser’s written notice of Statement whether Seller will remove or cure the Title Defects, Seller shall provide written notice to Buyer of which Title Defects it elects to cure and Objections listed in Purchaser’s Statement. Purchaser agrees that Seller shall have until the Closing no obligation to remove or cure said such Title Defects. Seller shall take such actions Objections or to satisfy all B-I requirements incur any cost or expense in the Title Commitment within its control and satisfy, pay or bond-off at Closing from the sales proceeds amounts secured by 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 the Real Property including any such matters which arise subsequent to the effective date of the Title Commitment (collectively, the “Monetary Liens”)connection therewith. If Seller refuses does not agree within such five (5) day period to remedy said title objections remove or if 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 unable deemed to effect a elect) not to remove or cure prior such Title Objections, then Purchaser shall have the right, upon notice delivered to or at Closing, other than Seller and the Monetary Liens which Seller is required to remedy, Buyer may in its sole discretion either Escrow Agent within five (i5) terminate this Agreement or (ii) expressly waive such title objections or defects and proceed toward Closing. Notwithstanding anything to the contrary herein, Buyer may object at any time days after the expiration of the Inspection Period five (5) day period set forth above, either to any additional matters first shown by any endorsement (a) waive such Title Objections and close title without abatement or reduction of the Title Commitment and/or re-certifications of the SurveyPurchase Price, provided that such matters were not created by, through or under Buyer (the “New Title Defects”) and if Seller refuses to remedy any such New Title Defects, Buyer may in its sole discretion either (ib) terminate this Agreement. If Purchaser fails to terminate this Agreement or within such five (ii5) day period, then Purchaser shall be deemed to 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 waive such title objections or defects and proceed toward Closingprovided herein, neither party shall have any further liability to the other hereunder.

Title and Survey Defects. Within twenty (20) days after If the latter of Title Commitment or the receipt Surveys, or any update of the Title Commitment with legible copies 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 end of all exception documents and Survey by Buyer, (the “Inspection Period”) Buyer shall give Seller written ; provided, however, in the event any update received after the end of the Inspection Period reflects a Defect, then Purchaser’s additional notice of any matters revealed by the Title Commitment or Survey which adversely affect the Real Property, other than Permitted Exceptions, and as to which Buyer 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 Buyer’s written notice of Title Defects, Seller shall provide written notice to Buyer of which Title Defects it elects to cure and Seller shall have until the Closing to cure said Title Defects. Seller shall take such actions to satisfy all B-I requirements in the Title Commitment within its control and satisfy, pay or bond-off at Closing from the sales proceeds amounts secured by 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 Disapproval Notice whether Sellers will cause all or any portion of the Real Property including any such matters which arise subsequent 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 effective date of the Title Commitment contrary in writing within such five (collectively, the “Monetary Liens”)5) business day period. If Seller refuses Sellers elect not to remedy said title objections remove or if Seller is unable to effect a cure prior to or at Closingall Defects, other than the Monetary Liens which Seller is required to remedyPurchaser may elect, Buyer may in its sole discretion either discretion, (i) terminate this Agreement 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 right to deduct any such costs against Purchase Price shall be limited to $150,000.00 in the aggregate (the “Non-Monetary Defect Cap"), or (ii) expressly waive such title objections or defects and proceed toward Closing. Notwithstanding anything to the contrary herein, Buyer may object at any time after the expiration of the Inspection Period to any additional matters first shown by any endorsement of the Title Commitment and/or re-certifications of the Survey, provided that such matters were not created by, through or under Buyer (the “New Title Defects”) and if Seller refuses to remedy any such New Title Defects, Buyer may in its sole discretion either (i) terminate this Agreement or (ii) expressly waive such title objections or defects Agreement, in which event the Exxxxxx Money and proceed toward Closing.all interest accrued thereon shall be immediately returned to

Title and Survey Defects. Within twenty The period of time between the Effective Date and 5:00 p.m. (20EDT) 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 other title or survey matter affecting the Property and/or (ii) 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 date of the Title Review Period (each, a “Subsequently Arising Exception”), Purchaser 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 (i) the date which is ten (10) days after Purchaser receives notice thereof, or (ii) the latter Closing Date. If Purchaser so objects to either an encumbrance, lien or other title or survey matter affecting the Property as of the receipt expiration of the Title Commitment with legible copies of all exception documents Review Period or to a Subsequently Arising Exception (each, a “Title Defect” and Survey by Buyercollectively, (the “Inspection Period”) Buyer shall give Seller written notice of any matters revealed by the Title Commitment or Survey which adversely affect the Real Property, other than Permitted Exceptions, and as to which Buyer objects (the “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 BuyerPurchaser’s written 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 shall provide written notice will cause the Title Company to Buyer of which Title Defects it elects include the Missing Endorsement (or Missing Endorsements) in the Commitment (and in such event, if reasonably requested by Seller to cure and allow Seller shall have until time to cause such discharge or removal or inclusion, the Closing Date shall be deferred to cure said Title Defects. 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 shall take such actions does not intend to satisfy all B-I requirements in arrange to have the Title Commitment within its control and satisfy, pay Defect(s) released or bond-off at Closing from discharged of record and/or to have the sales proceeds amounts secured by liens or mortgages, real estate taxes and assessments which are due and payable (subject to pro-ration adjustments Missing Endorsement(s) included as provided herein) and liquidated liens or judgments affecting all or any portion of the Real Property including any such matters which arise subsequent to the effective date of the Title Commitment (collectively, the “Monetary Liens”)aforesaid. If Seller refuses does not notify Purchaser within the five (5) day period as aforesaid that Seller has arranged to remedy said title objections 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 is unable fails to effect a cure have the respective Title Defects released or discharged of record and/or to have the Missing Endorsement(s) included by not later than three (3) business days prior to or at Closing, other than the Monetary Liens which Seller is required to remedyas aforesaid, Buyer 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 Agreement 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 herein, Buyer may object at any time after the expiration of the Inspection Period Property subject to any additional matters first shown by any endorsement of the Title Commitment Defect(s) and/or re-certifications of to proceed without obtaining any remaining Missing Endorsement(s), with no adjustment to the SurveyPurchase Price, provided that such matters were not created by, through or under Buyer (the “New Title Defects”) and if Seller refuses to remedy any such New Title Defects, Buyer may in its sole discretion either (i) terminate which event this Agreement shall remain in full force and effect in accordance with its terms and the respective 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 (ii) expressly waive such title objections discharged of record or defects to cause the Title Company to issue the Missing Endorsement(s); provided, however, the foregoing limitation shall not apply to, and proceed toward ClosingSeller shall pay or discharge in full, any mortgages and/or mechanics liens arising from work performed on the Real Property by or on behalf of Seller, and other monetary liens or encumbrances voluntarily created or assumed by Seller; provided, further Seller shall not be obligated to pay or discharge any liens filed by contractors or vendors of Avaya or their respective subcontractors or suppliers.

Title and Survey Defects. Within twenty On or before the fifteenth (2015th) days day after the latter of the receipt of the each completed Title Commitment (together with legible full and complete copies of all exception documents and instruments identified therein) and Survey by BuyerPurchaser, (the “Inspection Period”) Buyer Purchaser shall give Seller written Company notice of any matters revealed by the such Title Commitment or Survey which adversely affect the Real Property, other than Permitted Exceptions, and as to which Buyer Purchaser objects (the “Title Defects”). Any objection which is not timely made shall be deemed waived. Within five (5) days after receipt of BuyerPurchaser’s written notice of Title Defects, Seller Company shall provide written notice to Buyer Purchaser of which Title Defects it elects to cure and Seller Company shall have until thirty (30) days (the Closing “Inspection Period”) to cure said Title DefectsDefects other than Mandatory Removal Liens (as defined below) which shall be satisfied on or before the Effective Date. Seller shall Company agrees to take such actions to satisfy all requirements set forth in Schedule B-I requirements in 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 “Monetary Mandatory Removal Liens”). If Seller Company 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 at Closingsuch reasonable time thereafter provided the Company is diligently pursuing the cure of such Title Defects not to exceed fifteen 15) days), other than the Monetary Mandatory Removal Liens which Seller Company is required to remedyremedy on or before the Effective Date, Buyer Purchaser 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 hereinin this Agreement, Buyer Purchaser may object at any time after the expiration of the Inspection Period to any additional matters first shown by any endorsement 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 Buyer Purchaser (the “New Title Defects”) and if Seller Company refuses to remedy any such New Title DefectsDefects 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, Buyer Purchaser may in its sole discretion either (i) terminate this Agreement Agreement; or (ii) expressly waive such title objections or defects and proceed toward Closingclosing. 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.