Common use of Title and Survey Objections Clause in Contracts

Title and Survey Objections. Buyer shall order the Title Report within two (2) Business Days following receipt of the updated abstract of title to the Property from Seller. Buyer shall order the Survey not later than two (2) Business Days following the date of this Contract. Buyer shall deliver or cause to be delivered copies of the Title Report and the Survey to Seller promptly following Xxxxx’s receipt thereof. No later than ten (10) Business Days following the date hereof (the “Title Review Period”), Buyer shall notify Seller in writing (the “Title Objection Notice”) of any objections Buyer may have with respect to the Encumbrances disclosed by the Survey or the Title Report. All Encumbrances disclosed in the Title Report and/or Survey to which Buyer does not timely object in writing shall be deemed to be Permitted Encumbrances; however, Buyer shall be deemed to have timely objected to all Financing Encumbrances, and Seller covenants and agrees that all Financing Encumbrances shall be removed at or prior to Closing, whether by payment, pursuant to the Confirmation Order or otherwise. All Encumbrances which are not Financing Encumbrances and to which Buyer timely objects in writing are referred to herein as “Additional Encumbrances”. Within five (5) Business Days following receipt of the Title Objection Notice (the “Seller Response Date”), Seller shall notify Buyer in writing (“Seller’s Response”) of its election to either (i) cause each Additional Encumbrance to be removed from the Title Report on or before Closing (or, in the alternative, and subject to Buyer’s prior written consent, to have the Title Company commit to insure, at Seller’s cost and expense, against any and all loss or damage that may be occasioned by such Additional Encumbrance) or (ii) not so cause such Additional Encumbrance to be removed from the Title Report on or before Closing (or insured over). Seller’s failure to timely give Seller’s Election with respect to any particular Additional Encumbrance shall be conclusively presumed to be Seller’s election not to cause such Additional Encumbrance to be removed (or insured over). If Seller elects not to cause the removal of (or insurance over) any Additional Encumbrance, then Buyer may elect to either (a) proceed with the purchase of the Property on or before the Closing Date, subject to such Additional Encumbrances as Seller has elected not to remove, without any cause of action or claim against Seller (including any abatement or reduction in the Purchase Price) arising out of such Additional Encumbrances; or (b) terminate this Contract by written notice to Seller, whereupon the Escrow Money shall be returned to Buyer by Title Company and neither party shall have any further rights or obligations under this Contract except for those rights which by the terms of this Contract expressly survive termination. Xxxxx’s election to terminate pursuant to the foregoing clause (b) may be made any time prior to the date that is ten (10) calendar days following Xxxxx’s receipt of Seller’s Response (the “Title Review Deadline”). If Buyer fails to timely notify Seller of its election to terminate this Contract in accordance with the foregoing clause (b) on or before the Title Review Deadline, then Buyer shall be deemed to have elected to proceed with the Closing as set forth in the foregoing clause (a). If Seller elects to cause the removal of (or insurance over) any Additional Encumbrance, then such removal (or insurance) shall be accomplished on or prior to Closing, and upon a failure of the foregoing, Buyer may either (i) remove or insure over the Additional Encumbrances at Seller’s expense, or (ii) elect to terminate this Contract by written notice to Seller on or before the scheduled date of Closing, whereupon the Escrow Money shall be returned to Buyer by Title Company and neither party shall have any further rights or obligations hereunder except those which are expressly provided in this Contract to survive termination. If Buyer does not so elect to terminate this Contract, Buyer shall consummate the purchase of the Property and, at the Closing, Buyer shall receive a credit to the Purchase Price in the amount of all costs incurred by Buyer to remove the Additional Encumbrances.

Title and Survey Objections. If Buyer shall order objects to any matter relating to the Title Report within two (2) Business Days following receipt of the updated abstract of title Commitments or Surveys, Buyer may give notice to the Property from Seller. Buyer shall order the Survey Seller Parties specifying such objections not later than two thirty (230) Business Days following days after the date of this Contract. Buyer shall deliver or cause to be delivered copies of the Title Report and the Survey to Seller promptly following Xxxxx’s receipt thereof. No later than ten (10) Business Days following the date hereof Effective Date (the “Title Review Period”), Buyer shall notify Seller in writing (the “Title Title/Survey Objection Notice”) of any objections Buyer may have with respect to the Encumbrances disclosed by the Survey or the Title Report. All Encumbrances disclosed in the Title Report and/or Survey to which Buyer does not timely object in writing shall be deemed to be Permitted Encumbrances; however, Buyer shall be deemed to have timely objected to all Financing Encumbrances, and Seller covenants and agrees that all Financing Encumbrances shall be removed at or prior to Closing, whether by payment, pursuant to the Confirmation Order or otherwise. All Encumbrances which are not Financing Encumbrances and to which Buyer timely objects in writing are referred to herein as “Additional Encumbrances”. Within five (5) Business Days following receipt of the Title Objection Notice (the “Seller Response Date”). If Buyer does make written objection, then Seller Parties shall notify Buyer in writing (“Seller’s Response”) whether Seller Parties will cause the removal of its election to either (i) cause each Additional Encumbrance to be removed any such matters from title or the Title Report on or before Closing (orSurveys, in as the alternativecase may be; provided, and subject to Buyer’s prior written consenthowever, to have the Title Company commit to insure, at Seller’s cost and expense, against any and all loss or damage that may be occasioned by such Additional Encumbrance) or (ii) not so cause such Additional Encumbrance to be removed from the Title Report on or before Closing (or insured over). Seller’s failure to timely give Seller’s Election except with respect to any particular Additional Encumbrance monetary liens or monetary encumbrances (which must be paid from the sales proceeds and released of record at Closing or provision made for delayed receipt of release documents as may be satisfactory to the Title Company, Buyer and Lender), Sellers shall be conclusively presumed to be Seller’s election not to cause such Additional Encumbrance to be removed (or insured over). If Seller elects not under no obligation to cause the removal of such matters. If Seller Parties elect not to cause such matters to be removed, or fail to provide Buyer with a notice within five (5) days after receipt of Buyer’s objections that Seller Parties will or insurance over) any Additional Encumbrancewill not cause the removal of such matters, then Buyer (i) may, provided a Termination Event as defined in Section 5.2(e) has occurred, exercise a Partial Termination Right as to the affected Property or Properties, or if there is more than one Property suffering from a material title or survey defect, terminate this Agreement as to all the Properties at Buyer’s election, all in the same manner as provided in Section 5.2 with respect to an Agreement Termination Right or Partial Termination Right, as the case may elect be, or (ii) may elect, by written notice given to either (a) proceed with Seller Parties, to take title to the purchase of the Property on or before the Closing Date, subject to such Additional Encumbrances Properties as Seller has elected not to remove, it then is without any cause set-off or deduction of action or claim any kind against Seller (including any abatement or reduction in the Purchase Price) arising out of such Additional Encumbrances; or (b) terminate this Contract by . If Seller Parties do not receive written notice to Seller, whereupon the Escrow Money shall be returned to Buyer by Title Company and neither party shall have any further rights or obligations under this Contract except for those rights which by the terms of this Contract expressly survive termination. XxxxxBuyer’s election to terminate pursuant to the foregoing clause (b) may be made any time prior to the date that is this Agreement within ten (10) calendar days following Xxxxxafter Buyer’s receipt of Seller’s Response such notice from Seller Parties (or the “Title Review Deadline”expiration of the ten (10) day period, as the case may be). If Buyer fails to timely notify Seller of its election to terminate this Contract in accordance with the foregoing clause (b) on or before the Title Review Deadline, then Buyer shall be deemed conclusively presumed not to have elected to proceed with take title as it then is, and this Agreement shall terminate. In the event that Seller Parties elect to cure any title or survey matter to which Buyer has objected, then the parties agree to postpone the Closing as set forth in Date for a reasonable period, not to exceed thirty (30) days, if required to enable Seller Parties to complete the foregoing clause (a)cure of such matter. If Seller elects The parties agree to cause the removal of (discuss any survey or insurance over) any Additional Encumbrance, then such removal (or insurance) shall be accomplished on or prior to Closing, and upon a failure of the foregoing, Buyer may either (i) remove or insure over the Additional Encumbrances at Seller’s expense, or (ii) elect to terminate this Contract by written notice to Seller on or before the scheduled date of Closing, whereupon the Escrow Money shall be returned to Buyer by Title Company and neither party shall have any further rights or obligations hereunder except those which are expressly provided in this Contract to survive termination. If Buyer does not so elect to terminate this Contract, Buyer shall consummate the purchase of the Property and, at the Closing, Buyer shall receive a credit to the Purchase Price in the amount of all costs incurred title objections identified by Buyer hereunder and to remove the Additional Encumbrancesuse reasonable efforts to resolve such issues.

Title and Survey Objections. Buyer 5.3.1 During the Inspection Period, Purchaser shall order the Title Report within two (2) Business Days following receipt of the updated abstract of review title to the Real Property from Seller. Buyer shall order the Survey not later than two (2) Business Days following the date of this Contract. Buyer shall deliver or cause to be delivered copies of as disclosed by the Title Report Commitment and the Survey and shall have the right to notify Seller promptly following Xxxxx’s receipt thereof. No later than ten and its attorneys, in writing (10) Business Days following the date hereof (the “Title Review Period”an "Objection Notice"), Buyer of such objections as Purchaser may have to the Title Commitment (including the title exception documents referred to therein) or the Survey ("Objections"). If Purchaser does not deliver an Objection Notice during the Inspection Period, all matters disclosed by the Title Commitment and the Survey (and if Seller did not obtain a current Survey, then all matters that would have been disclosed by a current Survey) shall be Permitted Exceptions. 5.3.2 If Purchaser shall notify Seller in writing (the “Title Objection Notice”) of any objections Buyer may have with respect to Objections during the Encumbrances disclosed by the Survey or the Title Report. All Encumbrances disclosed in the Title Report and/or Survey to which Buyer does not timely object in writing shall be deemed to be Permitted Encumbrances; however, Buyer shall be deemed to have timely objected to all Financing Encumbrances, and Seller covenants and agrees that all Financing Encumbrances shall be removed at or prior to Closing, whether by payment, pursuant to the Confirmation Order or otherwise. All Encumbrances which are not Financing Encumbrances and to which Buyer timely objects in writing are referred to herein as “Additional Encumbrances”. Within five (5) Business Days following receipt of the Title Objection Notice (the “Seller Response Date”)Inspection Period, Seller shall have the right, but not the obligation, to cure such Objections. On or before the fifth (5th) day following Seller’s receipt of Purchaser’s Objection Notice, Seller or its attorneys may notify Buyer Purchaser in writing whether Seller elects to cure any such Objection (“Seller’s Response”) of its election to either (i) cause each Additional Encumbrance to be removed from the Title Report on or before Closing (or, in the alternative, and subject to Buyer’s prior written consent, to have the Title Company commit to insure, at Seller’s cost and expense, against any and all loss or damage that may be occasioned by such Additional Encumbrance) or (ii) not so cause such Additional Encumbrance to be removed from the Title Report on or before Closing (or insured over). Seller’s failure to timely give Seller’s Election with respect to any particular Additional Encumbrance provide such a notice shall be conclusively presumed to be Seller’s deemed an election by Seller not to cause cure any such Additional Encumbrance to be removed (or insured overObjection). If Seller elects (or is deemed to have elected) not to cause the removal cure any Objection specified in Purchaser’s notice, or if Seller notifies Purchaser of (Seller’s election to cure any Objection and thereafter Seller fails or insurance over) any Additional Encumbranceis unable to effect a cure prior to Closing, then Buyer may in either such case Purchaser shall have the right to elect to either one, but not both, of the following options, which election must in each case be made within the time period provided in Section 5.3.3 below: (a) proceed with the purchase to accept a conveyance of the Property on or before the Closing Date, subject to such Additional Encumbrances as the Objection which Seller has elected not is unwilling or unable to removecure, and without any cause reduction of action or claim against Seller (including any abatement or reduction in the Purchase Price) arising out of such Additional EncumbrancesPrice (in which event the Objection shall thereafter constitute a Permitted Exception); or or (b) to terminate this Contract Agreement by sending written notice thereof to Seller. Upon delivery of such notice of termination, whereupon this Agreement shall terminate, the Escrow Exxxxxx Money shall be returned paid to Buyer by Title Company Purchaser (less the Independent Consideration), and thereafter neither party hereto shall have any further rights rights, obligations or obligations under this Contract liabilities hereunder except for those rights which by to the terms extent that any right, obligation or liability set forth herein expressly survives termination of this Contract expressly survive termination. Xxxxx’s election Agreement. 5.3.3 If Seller timely notifies Purchaser that Seller does not intend to terminate pursuant attempt to the foregoing clause (b) may be made cure any time prior to the date that Objection, or if Seller is ten (10) calendar days following Xxxxx’s receipt of Seller’s Response (the “Title Review Deadline”). If Buyer fails to timely notify Seller of its election to terminate this Contract in accordance with the foregoing clause (b) on or before the Title Review Deadline, then Buyer shall be deemed to have elected not to proceed cure any Objection, or if Seller notifies Purchaser of Seller’s election to cure any Objection and Seller later notifies Purchaser that Seller has failed or will be unable to effect a cure thereof, then in any such case Purchaser shall have until the earlier of three (3) days after receiving Seller's notice or the date of Seller's deemed election, as applicable, to notify Seller in writing whether Purchaser shall elect to accept the conveyance under Section 5.3.2(a) above, or to terminate this Agreement under Section 5.3.2(b) (with Purchaser’s failure to provide such a notice deemed an election by Purchaser to terminate this Agreement under Section 5.3.2(b)). 5.3.4 Seller shall have no obligation to cure any Objections, except (and notwithstanding anything herein to the Closing as set forth in the foregoing clause (a). If contrary) Seller elects agrees to cause the removal of (or insurance over) any Additional Encumbrance, then such removal (or insurance) shall to be accomplished on released at or prior to ClosingClosing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and upon a failure Seller shall deliver the Property free and clear of: (a) any mortgages or deeds of trust recorded against the Property created by, through or under Seller and (b) any mechanics’ or materialmen’s liens in an aggregate amount not to exceed $100,000.00 recorded against the Property created by, through or under Seller (but expressly excluding any mechanics’ or materialmen’s liens created by, through or under tenants) (collectively, the "Required Monetary Liens"). Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's prior written consent (if requested, such consent shall not be unreasonably withheld or delayed prior to the end of the foregoingInspection Period, Buyer but thereafter may either be withheld in Purchaser’s sole discretion ) (collectively, the "Voluntary Encumbrances"). The term "Permitted Exceptions" shall mean: (i) the specific exceptions (excluding exceptions that are part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to remove or insure over from the Additional Encumbrances at Seller’s expense, or Title Commitment as of the end of the Inspection Period and that Seller is not required to remove as provided above; (ii) elect to terminate this Contract by written notice to Seller matters created by, through or under Purchaser; (iii) items shown on the Survey which have not been removed as of the end of the Inspection Period (or before the scheduled date of Closing, whereupon the Escrow Money shall be returned to Buyer by Title Company and neither party shall have any further rights or obligations hereunder except those which are expressly provided in this Contract to survive termination. If Buyer if Purchaser does not so elect to terminate this Contractobtain a Survey, Buyer shall consummate the purchase all matters that a current, accurate survey of the Property andwould show); (iv) real estate taxes not yet due and payable; (v) rights of tenants under the Leases, at the as tenants only, without purchase options or rights of first refusal to purchase; (vi) rights of tenants or licensees under License Agreements; and (vii) any licensees under any Service Contracts not terminated as of Closing, Buyer shall receive a credit to the Purchase Price in the amount of all costs incurred by Buyer to remove the Additional Encumbrances.

Title and Survey Objections. Buyer A. On or before the forty-fifth (45th) day after the Effective Date (the “Title and Survey Objection Date”), Purchaser, at Purchaser’s sole cost and expense, shall order obtain a current and accurate ALTA/ACSM survey of the Land (the “Survey”) certified to Seller, Purchaser and the Title Report within two (2) Business Days following receipt Company by a licensed Georgia surveyor, showing the boundaries of the updated abstract Land, and containing a complete legal description of the Land (including the number of acres to the nearest 1/100th of an acre and the square feet contained therein). B. Purchaser, at Purchaser’s sole cost and expense, on or before the Title and Survey Objection Date, shall obtain from Fidelity National Title Insurance Company (herein in this capacity referred to as the “Title Company”), an owner’s title insurance commitment (the “Commitment”), together with legible copies of all matters referred to therein as exceptions to title. On or before the Title and Survey Objection Date, Purchaser shall notify Seller of any objections as to the Survey and title to the Property from Land. Seller. Buyer , at Seller’s expense, shall order the Survey not later than two (2) Business Days following the date of this Contract. Buyer shall deliver or cause have up to be delivered copies of the Title Report and the Survey to Seller promptly following Xxxxx’s receipt thereof. No later than ten (10) Business Days days immediately following the date hereof said notice (the “Title Review Seller’s Response Period”)) to cure or agree to cure any title defects or Survey objections; provided, Buyer however, Seller shall have no obligation to cure any title defects or Survey objections, except as specifically required in Sections III C and D. Seller shall, within Seller’s Response Period, notify Seller Purchaser in writing whether or not Seller will agree to cure such objections by the Closing Date (and if Seller does agree to cure, such agreement by Seller shall thereupon become a covenant of Seller under this Agreement). If Seller fails to cure or agree in writing to cure all of Purchaser’s objections within Seller’s Response Period, then Purchaser shall elect by written notice to Seller given on or before five (5) days after the “Title Objection Notice”end of Seller’s Response Period to either (i) terminate this Agreement and receive a full refund of so much of the Deposit as is then held by Escrow Agent, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any objections Buyer may have with respect further rights, duties, liabilities or obligations to the Encumbrances disclosed other by reason hereof except for those matters that specifically survive the Survey termination, or (ii) waive such objections and consummate the Title Reporttransaction contemplated herein without reduction of the Purchase Price. All Encumbrances disclosed Any title matters set forth in the Title Report and/or Survey to which Buyer does Commitment and not timely object in writing objected to by Purchaser shall be deemed to be Permitted Encumbrances; howeverapproved by Purchaser under this Agreement. If Purchaser does not provide Seller written notice of Purchaser’s election as above provided, Buyer then Purchaser shall be deemed to have timely objected elected to all Financing Encumbrances, terminate this Agreement as provided in the aforesaid item (i). Those documents of record shown on the Survey or revealed in the Commitment to which Purchaser fails to object or which Purchaser accepts as provided for above and Seller covenants those matters set forth on Exhibit B attached hereto and agrees that all Financing Encumbrances made a part hereof which encumber the Property at Closing shall be removed at or prior to Closing, whether by payment, pursuant to the Confirmation Order or otherwise. All Encumbrances which are not Financing Encumbrances and to which Buyer timely objects in writing are referred to herein as “Additional Encumbrances”. Within five (5) Business Days following receipt of the Title Objection Notice (the “Seller Response Date”), Seller shall notify Buyer in writing (“Seller’s Response”) Permitted Exceptions” for the purpose of its election to either (i) cause each Additional Encumbrance to be removed from the Title Report on or before Closing (or, in the alternative, and subject to Buyer’s prior written consent, to have the Title Company commit to insurethis Agreement. C. Purchaser, at SellerPurchaser’s sole cost and expense, against shall have the right to have its title examination and the Survey updated through the Closing Date (hereinafter defined), and if any such update discloses any new title exceptions or survey matters as to which Purchaser has an objection and which were not listed in the Commitment, as to title matters, or which were not shown on the Survey, as to survey matters (any such new matter being referred to as a “New Objection”), Purchaser shall deliver to Seller a statement of any such New Objections and Seller shall have until the Closing Date to cure all loss or damage that may be occasioned by such Additional Encumbrance) or (ii) not so cause New Objections. If Seller fails to cure such Additional Encumbrance to be removed from the Title Report New Objections on or before the Closing Date and provided that such New Objection was voluntarily created by Seller after the Effective Date, (or insured over). Seller’s failure i) Purchaser may terminate this Agreement by written notice to timely give Seller’s Election with respect to any particular Additional Encumbrance shall be conclusively presumed to be Seller’s election not to cause such Additional Encumbrance to be removed (or insured over). If Seller elects not to cause the removal of (or insurance over) any Additional Encumbrance, then Buyer may elect to either (a) proceed with the purchase of the Property given on or before the Closing Date, subject to such Additional Encumbrances as Seller has elected not to removewhereupon Purchaser shall receive from Escrow Agent a full refund of the Deposit, without any cause of action or claim against Seller (including any abatement or reduction in the Purchase Price) arising out of such Additional Encumbrances; or (b) terminate and thereafter this Contract by written notice to Seller, whereupon the Escrow Money Agreement shall be returned to Buyer by Title Company null and void and of no further force or effect, and neither party Purchaser nor Seller shall have any further rights rights, duties, liabilities or obligations under this Contract to the other by reason hereof except for those rights which by the terms of this Contract expressly matters that specifically survive such termination. Xxxxx’s election to terminate pursuant to the foregoing clause (b) may be made any time prior to the date that is ten (10) calendar days following Xxxxx’s receipt of Seller’s Response (the “Title Review Deadline”). If Buyer fails to timely notify Seller of its election to terminate this Contract in accordance with the foregoing clause (b) on or before the Title Review Deadline, then Buyer shall be deemed to have elected to proceed with the Closing as set forth in the foregoing clause (a). If Seller elects to cause the removal of (or insurance over) any Additional Encumbrance, then such removal (or insurance) shall be accomplished on or prior to Closing, and upon a failure of the foregoing, Buyer may either (i) remove or insure over the Additional Encumbrances at Seller’s expense, or (ii) elect if such New Objections voluntarily created by Seller may be cured by the payment of a liquidated amount of money, Purchaser may cure such New Objections created by Seller after the Effective Date, any objections Seller agreed to terminate cure and failed to do so and any matters set forth in Section III D herein and deduct the reasonable cost thereof from the Purchase Price otherwise payable by Purchaser at Closing, or (iii) Purchaser may waive such New Objections and consummate the transaction contemplated herein without reduction of the Purchase Price. D. Notwithstanding anything to the contrary contained in this Contract by written notice to Seller Agreement, on or before the scheduled date of Closing, whereupon the Escrow Money Seller shall be returned required to Buyer by Title Company and neither party shall have cure (i) any further rights mortgages, deeds of trust, liens or obligations hereunder except those which are expressly provided in this Contract to survive termination. If Buyer does not so elect to terminate this Contract, Buyer shall consummate the purchase of other monetary encumbrances affecting the Property and, at the Closing, Buyer shall receive a credit voluntarily created by Seller; and (ii) any objections that Seller agrees to the Purchase Price in the amount of all costs incurred by Buyer cure pursuant to remove the Additional EncumbrancesSection III B above.

Title and Survey Objections. Buyer A. Purchaser shall order the Title Report within two (2) Business Days following receipt obtain a survey of the updated abstract of Property (the “Survey”), and an owner’s title to the Property from Seller. Buyer shall order the Survey not later than two (2) Business Days following the date of this Contract. Buyer shall deliver or cause to be delivered copies of the Title Report and the Survey to Seller promptly following Xxxxx’s receipt thereof. No later than ten (10) Business Days following the date hereof insurance commitment (the “Title Review PeriodCommitment”) issued by Fidelity National Title Insurance Company (herein in this capacity referred to as the “Title Company”), Buyer shall notify Seller committing to issue to Purchaser an owner’s title insurance policy in writing the amount of the Purchase Price, together with legible copies of all matters referred to therein as exceptions to title. On or before November 19, 2012 (the “Title Objection NoticeDate”) ), Purchaser shall deliver to Seller a statement of any objections Buyer may have with respect to Seller’s title to the Encumbrances Property and any objections as to matters disclosed by the Survey Survey, and Seller shall have a reasonable time after Seller’s receipt of such statement (not to exceed five (5) days) within which to cure any such objections, but Seller shall have no obligation to cure any such objections. Purchaser acknowledges that the Covenant (as defined in Article III C), Subdivision Plat, Access Agreement, Berm Agreement, Signalization Funds Escrow Agreement, and Restrictive Covenant shall not be objectionable matters under this Article III. In the event that Purchaser does not send to Seller on or before the Title Report. All Encumbrances disclosed in the Title Report and/or Survey to which Buyer does not timely object in writing Objection Date a statement of any title or survey objections, such failure conclusively shall be deemed to mean that Purchaser had no such objections and Purchaser shall not have the right to make any title or survey objections after the Title Objection Date except as provided in Section III B hereof. In the event that Seller fails to cure such objections within such five (5) days, then Purchaser shall elect, by written notice to Seller and Escrow Agent given on or before the Hard Date, to either (i) terminate this Agreement and receive a full refund of so much of the Deposit as is then held by Escrow Agent, and thereafter this Agreement shall be Permitted Encumbrances; howevernull and void and of no further force or effect, Buyer and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined) and the Broker Indemnity (hereinafter defined), or (ii) waive such objections and consummate the transaction contemplated herein without reduction of the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s election as above provided, then Purchaser shall be deemed to have timely objected elected to all Financing Encumbranceswaive such objections as provided in the aforesaid item (ii). B. Purchaser shall have the right to have its title examination and Survey updated until the Closing Date, and Seller covenants and agrees that all Financing Encumbrances shall be removed at if any such update discloses any new title exceptions or prior to Closing, whether by payment, pursuant to the Confirmation Order or otherwise. All Encumbrances which are not Financing Encumbrances and survey matters as to which Buyer timely objects Purchaser has an objection and which were not listed in writing are the Title Commitment, as to title matters, or which were not shown on the Survey, as to survey matters (any such new matter being referred to herein as a “Additional Encumbrances”. Within five (5) Business Days following receipt of the Title Objection Notice (the “Seller Response DateNew Objection”), Purchaser shall deliver to Seller a statement of any such New Objections and Seller shall notify Buyer in writing (“Seller’s Response”) of its election have until the Closing Date to either cure all such New Objections. In the event that Seller fails to cure such New Objections on or before the Closing Date (i) cause each Additional Encumbrance Purchaser may terminate this Agreement by written notice to be removed from the Title Report on or before Closing (or, in the alternative, Seller and subject to Buyer’s prior written consent, to have the Title Company commit to insure, at Seller’s cost and expense, against any and all loss or damage that may be occasioned by such Additional Encumbrance) or (ii) not so cause such Additional Encumbrance to be removed from the Title Report on or before Closing (or insured over). Seller’s failure to timely give Seller’s Election with respect to any particular Additional Encumbrance shall be conclusively presumed to be Seller’s election not to cause such Additional Encumbrance to be removed (or insured over). If Seller elects not to cause the removal of (or insurance over) any Additional Encumbrance, then Buyer may elect to either (a) proceed with the purchase of the Property Escrow Agent given on or before the Closing Date, subject to such Additional Encumbrances as Seller has elected not to removewhereupon Purchaser shall receive a full refund of the Deposit from Escrow Agent, without any cause of action or claim against Seller (including any abatement or reduction in the Purchase Price) arising out of such Additional Encumbrances; or (b) terminate and thereafter this Contract by written notice to Seller, whereupon the Escrow Money Agreement shall be returned to Buyer by Title Company null and void and of no further force or effect, and neither party Purchaser nor Seller shall have any further rights rights, duties, liabilities or obligations under this Contract to the other by reason hereof except for those rights which by the terms of this Contract expressly survive termination. Xxxxx’s election to terminate pursuant to Inspection Indemnity and the foregoing clause (b) may be made any time prior to the date that is ten (10) calendar days following Xxxxx’s receipt of Seller’s Response (the “Title Review Deadline”). If Buyer fails to timely notify Seller of its election to terminate this Contract in accordance with the foregoing clause (b) on or before the Title Review Deadline, then Buyer shall be deemed to have elected to proceed with the Closing as set forth in the foregoing clause (a). If Seller elects to cause the removal of (or insurance over) any Additional Encumbrance, then such removal (or insurance) shall be accomplished on or prior to Closing, and upon a failure of the foregoing, Buyer may either (i) remove or insure over the Additional Encumbrances at Seller’s expenseBroker Indemnity, or (ii) elect Purchaser may cure any such New Objections voluntarily created by Seller subsequent to terminate this Contract the Effective Date which can be cured by written notice to Seller on or before payment of a liquidated amount of money and deduct the scheduled date of reasonable cost thereof from the Purchase Price otherwise payable by Purchaser at Closing, whereupon the Escrow Money shall be returned to Buyer by Title Company or (iii) Purchaser may waive such objections and neither party shall have any further rights or obligations hereunder except those which are expressly provided in this Contract to survive termination. If Buyer does not so elect to terminate this Contract, Buyer shall consummate the purchase transaction contemplated herein without reduction of the Purchase Price. C. The foregoing part of this Article III to the contrary notwithstanding, prior to the Effective Date and the execution of this Agreement, Seller advised Purchaser that there is recorded against the title to the Property anda certain Restrictive Covenant dated October 29, 2004, recorded in Deed Book 40461, page 204, Gwinnett County, Georgia records (the “Covenant”) pursuant to which for a period of ten (10) years any owner of the Land developing the Land for residential use must engage Xxxxxxx Properties, Inc. or another entity designated by Xxxxxxx X. Xxxxxxx, as the development company which will be paid a development fee in an amount equal to $5,000.00 per residential unit, and Xxxxxxx Properties Construction, Inc. or another entity designated by Xxxxxxx X. Xxxxxxx, must be engaged as the general contractor on a cost-plus basis in an amount equal to the cost of construction plus ten percent (10%) (Xxxxxxx Properties, Inc., Xxxxxxx Properties Construction, Inc. and any other entities designated by Xxxxxxx X. Xxxxxxx being collectively referred to as “RPI”). Purchaser has informed Seller that Purchaser will not use RPI as developer or general contractor, nor will Purchaser pay any amount in order to have the Covenant terminated, cancelled and removed of record, and in fact that Purchaser would not enter into this Agreement and proceed with the transaction contemplated herein unless it was agreed that the Covenant would in fact be cancelled, terminated and satisfied of record no later than the Closing Date at the Closing, Buyer shall receive a credit no cost to Purchaser in addition to the Purchase Price. After being so advised by Purchaser, Seller has agreed to pay RPI $500,000.00 out of the Purchase Price being paid by Purchaser to Seller at Closing in consideration of RPI’s cancellation, termination and satisfaction of record of the Covenant no later than the Closing Date. RPI joins in the amount execution of all costs incurred this Agreement for the sole purpose of acknowledging and agreeing for the benefit of both Seller and Purchaser that RPI agrees to cancel and terminate the Covenant on the Closing Date in consideration of the payment of $500,000.00 by Buyer to remove the Additional EncumbrancesSeller.