Common use of Title and Survey Review Clause in Contracts

Title and Survey Review. Prior to the execution and delivery hereof, Seller has caused the Title Company to furnish or otherwise make available to Purchaser a preliminary title commitment for the Real Property dated with an effective date of June 7, 2016 (the “PTR”) and copies of all underlying title documents described in the PTR. Purchaser shall have until June 14, 2016 (the “Title Notice Date”) to provide written notice (the “Title Notice”) to Seller and Title Company of any matters shown on the PTR and/or the Updated Survey which are not satisfactory to Purchaser. If Seller has not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved the specific exceptions to title expressly provided in the PTR and all matters revealed in the Updated Survey, subject to Seller’s obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreement. Except as expressly provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. To the extent Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than June 17, 2016, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall be obligated to cure by Closing (by either having the same removed as an exception in the applicable PTR or by otherwise obtaining affirmative insurance over the same as part of the final Title Policy, such affirmative insurance to be acceptable to Purchaser in its sole and absolute discretion) (“Seller’s Response”). If Seller does not deliver Seller’s Response prior to such date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the Contingency Date to (i) deliver a written notice terminating this Agreement (“Termination Notice”) to Seller and Title Company terminating this Agreement as set forth in Section 5.4 above, or (ii) waive any such objection to the PTR and the Updated Survey (whereupon such objections shall be deemed Permitted Exceptions for all purposes hereof). If Seller and Title Company have not received Termination Notice from Purchaser by the Contingency Date, such failure to deliver same shall be deemed Purchaser’s waiver of all objections to the PTR and the Updated Surveys that Seller did not agree to cure by Closing, subject to Seller’s obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreement.

Title and Survey Review. Prior to the execution and delivery hereof, Seller has caused the Title Company to furnish or otherwise make available to Purchaser (i) a preliminary title commitment for the Champions Village Real Property dated with an effective date of June 7February 24, 2016 (the “Champions Village PTR”) and (ii) a preliminary title commitment for the Oak Park Real Property dated with an effective date of February 21, 2016 (the “Oak Park PTR” and together with the Champions Village PTR, the “PTRs”), and copies of all underlying title documents described in the PTRPTRs. Purchaser shall have until June 14, 2016 (the “Title Notice Date”) to provide written notice (the “Title Notice”) to Seller and Title Company of any matters shown on the Oak Park PTR and/or the Updated Oak Park Survey which are not satisfactory to Purchaser. Purchaser shall have until July 5, 2016 (the “Champions Village Title Notice Date”) to provide written notice (the “Champions Village Title Notice”) to Seller and Title Company of any matters shown on the Champions Village PTR and/or the Updated Champions Village Survey which are not satisfactory to Purchaser. If Seller has not received such written notice from Purchaser by the Title Notice Date or the Champions Village Title Notice Date, as applicable, Purchaser shall be deemed to have unconditionally approved the specific exceptions to title expressly provided in the PTR PTRs and all matters revealed in the Updated SurveySurveys, subject to Seller’s obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreement. Except as expressly provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. To the extent Purchaser timely delivers a Title Notice and a Champions Village Title Notice, then Seller shall deliver, no later than June 17, 20162016 as to the Title Notice and no later than July 7, 2016 as to the Champions Village Title Notice, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall be obligated to cure by Closing (by either having the same removed as an exception in the applicable PTR or by otherwise obtaining affirmative insurance over the same as part of the final Title Policy, such affirmative insurance to be acceptable to Purchaser in its sole and absolute discretion) (“Seller’s Response”). If Seller does not deliver Seller’s Response prior to such date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice or Purchaser’s Champions Village Title Notice, Purchaser shall have until June 21, 2016 as to the Title Notice and until the Contingency Date as to the Champions Village Title Notice to (i) deliver a written notice terminating this Agreement (“Termination Notice”) to Seller and Title Company terminating this Agreement as set forth in Section 5.4 above, or (ii) waive any such objection to the PTR PTRs and the Updated Survey Surveys (whereupon such objections shall be deemed Permitted Exceptions for all purposes hereof). If Seller and Title Company have not received a Termination Notice from Purchaser by June 21, 2016 as to the Title Notice and by the Contingency DateDate as to the Champions Village Title Notice, such failure to deliver same shall be deemed Purchaser’s waiver of all objections to the PTR PTRs and the Updated Surveys that Seller did not agree to cure by Closing, subject to Seller’s obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreement.

Title and Survey Review. (a) Prior to the execution and delivery hereof, Seller Purchaser has caused the Title Company to furnish or otherwise make available to Purchaser a preliminary title commitment for the Real Property dated with an effective date of June 7August 16, 2016 (the “PTR”) ), and copies of all underlying title documents described in the PTR. Purchaser shall have until June 14November 5, 2016 (the “Title Notice Date”) to provide written notice (the “Title Notice”) to Seller and Title Company of any matters shown on the PTR and/or the Updated Survey which are not satisfactory to Purchaser. If Seller Purchaser has not received delivered such written notice from Purchaser to Seller by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved of the specific exceptions condition of title to title expressly provided in the PTR Real Property and all matters revealed in Improvements and the Updated Survey, subject to Seller’s obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreementbelow. Except as expressly provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. To the extent Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than June 17, 2016the date which is two (2) Business Days following delivery to Seller of the Title Notice, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall be obligated undertake to cure by Closing (by either having the same removed as an exception in the applicable PTR or by otherwise obtaining affirmative insurance over the same as part of the final Title Policy, such affirmative insurance to be acceptable to Purchaser Policy in its sole and absolute discretionform approved by Purchaser) (“Seller’s Response”). If Seller delivers Seller’s Response electing to cure any title objections identified in the Title Notice, then Seller shall cure such objections identified in Purchaser’s notification prior to the Closing Date. If Seller does not deliver Seller’s Response prior to such date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the Contingency Date to (i) deliver a written notice terminating this Agreement (“Termination Notice”) to Seller and Title Company terminating this Agreement as set forth in Section 5.4 aboveSeller, or (ii) waive any such objection to the PTR and the Updated Survey (whereupon such objections shall be deemed Permitted Exceptions for all purposes hereof). If Purchaser does not deliver to Seller and Title Company have not received a Termination Notice from Purchaser by the Contingency Date, such failure to deliver same shall be deemed Purchaser’s waiver of all such objections to the PTR and the Updated Surveys that Seller did not agree Survey. (b) Purchaser may, at or prior to cure by Closing, subject notify Seller in writing (the “Gap Notice”) of any objections to Sellertitle (i) raised by the Title Company between the Effective Date and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the Effective Date, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Property Approval Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is three (3) Business Days after such New Exception is disclosed to Purchaser in writing (and, if necessary, Purchaser may extend the Closing Date to provide for such three (3) Business Day period). If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Seller will have three (3) Business Days from the receipt of Purchaser’s obligations notice (and, if necessary, Seller may extend the Closing Date to provide for such three (3) Business Day period and for three (3) Business Days following such period for Purchaser’s response), within which xxxx Xxxxxx may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions, or commit to remove or otherwise obtain affirmative insurance over the same, in form reasonably acceptable to Purchaser at or prior to Closing. If, within the three (3) Business Day period, Seller does not remove or otherwise obtain such affirmative insurance over the objectionable New Exceptions, then Purchaser may terminate this Agreement upon delivering a written notice to Seller and Title Company no later than three (3) Business Days following expiration of the three (3) Business Day cure period (and, if necessary, Purchaser may extend the Closing Date to provide for such three (3) Business Day period), in which case Purchaser shall be entitled to return of the Xxxxxxx Money Deposit. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over in form reasonably acceptable to Purchaser, or committed to do the same as set forth above) will be included as Permitted Exceptions. (c) Notwithstanding any provision of this Section 6.2(c6.2 to the contrary, Seller agrees to cause the removal of (a) below all mortgages, deeds of trust or other security instruments encumbering all or any portion of the Property; (b) all mechanics’ or materialmen’s liens encumbering all or any portion of the Property arising from work contracted for by Seller; (c) judgment liens against Seller; (d) tax liens against Seller for delinquent taxes (other than the lien of property taxes which are prorated in accordance with Section 10.1 and as otherwise expressly provided in this Agreementnot yet due and payable); and (e) any other monetary liens granted by Seller encumbering the Property (collectively, the “Must-Cure Matters”).

Title and Survey Review. Prior to the execution CBOP hereby acknowledges that it has received and delivery hereofshall review title commitments (“Title Commitments”) issued by First American Title Insurance Company, Seller has caused the whose address is 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 (“Title Company to furnish or otherwise make available to Purchaser a preliminary title commitment Insurer”), as well as Duke’s existing surveys for the Real Property dated with an effective date of June 7Projects (“Surveys”). Subject to Article 5(c), 2016 (the “PTR”) and copies of all underlying title documents described in the PTR. Purchaser CBOP shall have until June 14the Inspection Date (as defined below) to (i) examine title and survey for the Projects, 2016 and (ii) to give written notice to Duke of any objections that CBOP may have to title or survey (the “Title Notice Date”) to provide written notice (the “Title Objection Notice”) to Seller and Title Company of any matters shown on the PTR and/or the Updated Survey which are not satisfactory to Purchaser). If Seller has not received such written notice from Purchaser by CBOP shall fail to timely deliver the Title Notice DateObjection Notice, Purchaser CBOP shall be deemed to have unconditionally approved waived such right to object to any title exceptions or defects. If CBOP does timely deliver the specific exceptions Title Objection Notice to Duke, Duke shall elect, by written notice delivered to CBOP within five (5) business days following Duke’s receipt of the Title Objection Notice (the “Cure Response Period”) to either endeavor to cure or satisfy any particular objection(s) at or prior to Closing or not to so cure or satisfy any particular title expressly provided in objection(s) (the PTR and all matters revealed in “Title Response Notice”). Notwithstanding anything to the Updated Survey, subject to Seller’s obligations set forth in Section 6.2(c) below and as otherwise expressly provided contrary contained in this Agreement. Except as expressly provided herein, Seller Duke, in its sole discretion, shall have no obligation whatsoever the right to expend or agree adjourn the Closing for a period not to expend any fundsexceed sixty (60) days, in order to undertake or agree to undertake any obligations, or otherwise to cure or agree satisfy any particular objection(s) raised by CBOP in the Title Objection Notice, provided, however, that Duke shall notify CBOP, in writing, within three (3) days prior to cure any title objectionsthe scheduled Closing Date, of its election to so adjourn the Closing. To the extent Purchaser timely delivers a Duke shall fail to deliver the Title NoticeResponse Notice to CBOP within the time required therefor or shall elect not cure any particular title objection(s) by Closing, then Seller shall deliverCBOP may elect, no later than June 17, 2016, by written notice to Purchaser Duke given within the earlier of (x) five (5) business days after delivery of the Title Response Notice or (y) the expiration of the Cure Response Period, either to (a) partially terminate this Agreement, however, such partial termination shall only affect the Project or Projects applicable to such failure of delivery or election, and Title Company identifying this Agreement shall otherwise continue in full force and effect, in which disapproved itemscase the Total Project Xxxxxxx Money shall be returned to CBOP by Escrow Agent and the parties shall have no further rights or obligations hereunder with respect to the terminated Project, if anyexcept for those which expressly survive any such termination, Seller or (b) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Purchase Price. Duke shall not be required to cure any matter objected to by CBOP, except that Duke shall be obligated to cure cure, release of record or omit from the title commitment at or prior to Closing the following: (i) the lien of any mortgage, deed of trust or trust deed evidencing any indebtedness (other than a Loan) owed, or voluntarily assumed or taken subject to by Closing Duke, (by either having ii) tax liens for delinquent Taxes, (iii) mechanics liens for work or materials supplied to the same removed as Project and (iv) broker’s liens filed pursuant to an exception in the applicable PTR or by otherwise obtaining affirmative insurance over the same as part of the final Title Policy, such affirmative insurance to be acceptable to Purchaser in its sole agreement between Duke and absolute discretion) (“Seller’s Response”)a broker. If Seller does not deliver Seller’s Response prior CBOP fails to such dateso give Duke notice of its election within the timeframe required therefor, Seller CBOP shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaserthe option contained in subpart (b) above. If Seller electsDuke does so reasonably cure or satisfy, or is deemed undertake to have electedreasonably cure or satisfy, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the Contingency Date to (i) deliver a written notice terminating this Agreement (“Termination Notice”) to Seller and Title Company terminating this Agreement as set forth in Section 5.4 above, or (ii) waive any such objection to the PTR satisfaction of CBOP, then this Agreement shall continue in full force and effect. CBOP shall have the Updated Survey (whereupon such right at any time to waive any objections shall be deemed Permitted Exceptions for all purposes hereof). If Seller that it may have made and, thereby, to preserve this Agreement in full force and Title Company have not received Termination Notice from Purchaser by the Contingency Date, such failure to deliver same shall be deemed Purchaser’s waiver of all objections to the PTR and the Updated Surveys that Seller did not agree to cure by Closing, subject to Seller’s obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreementeffect.

Title and Survey Review. (a) Prior to the execution and delivery hereofEffective Date, Seller has caused the Title Company to furnish or otherwise make available to Purchaser a preliminary title commitment for the Real Property dated with an effective date of June 7July 9, 2016 2018 (the “PTR”) ), and copies of all underlying title documents described in the PTR. Purchaser shall have until June September 14, 2016 2018 (the “Title Notice Date”) to provide written notice (the “Title Notice”) to Seller and the Title Company of any matters shown on the PTR and/or the Updated Survey which are not satisfactory to Purchaser. If Seller has not received such written notice a Title Notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved of the specific exceptions condition of title to title expressly provided in the PTR Property and all matters revealed in the Updated Survey, subject to Seller’s obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreementbelow. Except as expressly provided hereinin Section 6.2(c) of this Agreement, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. To the extent Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than June September 17, 20162018, written notice to Purchaser and the Title Company identifying which disapproved items, if any, Seller shall be obligated undertake to cure by Closing (by either having the same removed as an exception in the applicable PTR or by otherwise obtaining affirmative insurance over the same as part of the final Title Policy, such affirmative insurance to be Policy and in a manner reasonably acceptable to Purchaser in its sole and absolute discretionPurchaser) (“Seller’s Response”). If Seller does not deliver Seller’s Response prior to such date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is Purchaser shall be deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the Contingency Date to (i) deliver a written notice terminating this Agreement (“Termination Notice”) to Seller and Title Company terminating this Agreement as set forth in Section 5.4 above, or (ii) waive any such objection waived all objections to the PTR and the Updated Survey (whereupon such objections shall be deemed Permitted Exceptions for all purposes hereof, except that in no event shall Purchaser ever be deemed to waive any Must-Cure Matters), except for any objections related to environmental Due Diligence Items and any items Seller has undertaken to cure pursuant to Seller’s Response (if any). If Seller and the Title Company have not received an Environmental Termination Notice from Purchaser by the Contingency Date, such failure to deliver same Purchaser shall be deemed Purchaser’s waiver of to have waived all objections with respect to environmental Due Diligence Items to the PTR and the Updated Surveys Survey, except that in no event shall Purchaser ever be deemed to waive any Must-Cure Matters. (b) After the Contingency Date and prior to Closing, Purchaser may notify Seller did in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the Contingency Date and the Closing, (ii) not agree disclosed in writing by the Title Company to Purchaser prior to the Contingency Date, (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the Contingency Date, and (iv) that constitute Material Title Matters (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception within two (2) Business Days after being made aware of the existence of such New Exception. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Seller will have two (2) Business Days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such two (2) Business Day period and for two (2) Business Days following such period for Purchaser’s response), within which xxxx Xxxxxx may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions, or commit to remove or otherwise obtain affirmative insurance over the same at or prior to Closing. If, within the two (2) Business Day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions, then Purchaser may terminate this Agreement upon delivering a notice to Seller terminating this Agreement on or before the date two (2) Business Days following expiration of the two (2) Business Day cure period, in which case Purchaser shall be entitled to return of the Xxxxxxx Money Deposit. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over, or committed to do the same as set forth above) will be included as Permitted Exceptions. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this Section 6.2(b), then neither Purchaser nor Seller shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller. (c) Notwithstanding any provision of this Section 6.2 to the contrary, Seller will be obligated to cure by Closing(or cause deletion from the Title Policy or provide affirmative title insurance over) exceptions to title to the Property listed on Exhibit K attached hereto (collectively, subject to Seller’s obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreementthe “Must-Cure Matters”).

Title and Survey Review. (a) Prior to the execution and delivery hereofEffective Date, Seller Purchaser has caused the Title Company to furnish or otherwise make available to Purchaser a preliminary title commitment for the Real Property dated with an effective date of June 7July 19, 2016 2018 (the “PTR”) ), and copies of all underlying title documents described in the PTR. Purchaser shall have until June 14November 19, 2016 2018 (the “Title Notice Date”) to provide written notice (the “Title Notice”) to Seller and the Title Company of any matters shown on the PTR and/or the Updated Survey which are not satisfactory to Purchaser. If Seller has not received such written notice a Title Notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved of the specific exceptions condition of title to title expressly provided in the PTR Property and all matters revealed in the Updated Survey, subject to Seller’s obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreementbelow. Except as expressly provided hereinin Section 6.2(c) of this Agreement, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. To the extent Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than June 17November 20, 20162018, written notice to Purchaser and the Title Company identifying which disapproved items, if any, Seller shall be obligated undertake to cure by Closing (by either having the same removed as an exception in the applicable PTR or by otherwise obtaining affirmative insurance over the same as part of the final Title Policy, such affirmative insurance to be Policy and in a manner reasonably acceptable to Purchaser in its sole and absolute discretionPurchaser) (“Seller’s Response”). If Seller does not deliver Seller’s Response prior to such date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the Contingency Date to (i) deliver a written notice terminating this Agreement (“Termination Notice”) to Seller and the Title Company terminating this Agreement as set forth in Section 5.4 aboveCompany, or (ii) waive any such objection to the PTR and the Updated Survey (whereupon such objections shall be deemed Permitted Exceptions for all purposes hereof, except that in no event shall Purchaser ever be deemed to waive any Must-Cure Matters). If Seller and the Title Company have not received a Termination Notice from Purchaser by the Contingency Date, such failure to deliver same or if Purchaser delivers an Approval Notice on or before the Contingency Date, Purchaser shall be deemed Purchaser’s waiver of to have waived all such objections to the PTR and the Updated Surveys Survey, except that in no event shall Purchaser ever be deemed to waive any Must-Cure Matters. (b) After the Contingency Date and prior to Closing, Purchaser may notify Seller did in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the Contingency Date and the Closing, (ii) not agree disclosed in writing by the Title Company to Purchaser prior to the Contingency Date, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the Contingency Date and (iv) that constitute Material Title Matters (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception within two (2) Business Days after being made aware of the existence of such New Exception. Seller shall promptly notify Purchaser if it becomes aware of any New Exceptions that arise after the Contingency Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Seller will have two (2) Business Days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such two (2) Business Day period and for two (2) Business Days following such period for Purchaser’s response), within which xxxx Xxxxxx may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions, or commit to remove or otherwise obtain affirmative insurance over the same at or prior to Closing. If, within the two (2) Business Day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions, then Purchaser may terminate this Agreement upon delivering a notice to Seller terminating this Agreement on or before the date two (2) Business Days following expiration of the two (2) Business Day cure period, in which case Purchaser shall be entitled to return of the Xxxxxxx Money Deposit. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over, or committed to do the same as set forth above) will be included as Permitted Exceptions. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this Section 6.2(b), then neither Purchaser nor Seller shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller. (c) Notwithstanding any provision of this Section 6.2 to the contrary, Seller will be obligated to cure by Closing(or cause deletion from the Title Policy or provide affirmative title insurance over) exceptions to title to the Property listed on Exhibit L attached hereto (collectively, subject to Seller’s obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreementthe “Must-Cure Matters”).