Common use of Title and Survey Review Clause in Contracts

Title and Survey Review. (a) Buyer shall have the right to obtain a title commitment for owner's title insurance policy (the "Title Commitment") and survey of the Real Property (the "Survey"). No later than ten (10) business days prior to the expiration of the Due Diligence Period, Buyer shall give notice to Seller of any objection to any exception or other matter shown in the Title Commitment or Survey on or before the date of expiration of the Due Diligence Period. Within five (5) business days of Seller's receipt of Buyer's notice of objection(s), Seller shall notify Buyer in writing of Seller's election to either (i) remove such exceptions (in which case Buyer's objections shall be deemed waived), or (ii) terminate this Agreement. Seller's failure to make an election shall be deemed an election to terminate. Without limiting the foregoing, Seller shall be obligated to fully discharge on or before Closing all mortgages, security interests and other monetary liens and encumbrances of a definite and ascertainable amount (each a "Monetary Lien"). In the event that any additional title exceptions are discovered after the reports are issued, then if Buyer is not willing to accept such exceptions as-is, then Seller shall elect in writing to either eliminate such exceptions (in which case this Agreement shall remain in effect) or terminate this Agreement (in which case the Deposit shall be returned to Buyer). If Buyer fails to give written notice to Seller of any objection to title or survey within the Due Diligence Period, then Buyer shall be deemed to have approved the state of title and survey as of the date of such title and survey reports are issued, except for Monetary Liens.

Title and Survey Review. Buyer has received a copy of the preliminary title report dated February 8, 2018 issued by the Title Company covering the Real Property under order number NCS-885946-SA1 (a) together with copies of all documents referenced therein, the “Title Report”). Buyer shall have the right to obtain a title commitment for owner's title insurance policy (the "Title Commitment") and survey of the Real Property (the "Survey"). No later than ten (10) business days right, prior to the expiration of the Due Diligence Period, Buyer shall give notice to Seller of any objection to any exception or other matter shown in the Title Commitment or Survey 5:00 p.m. Pacific Time on or before the date of expiration of the Due Diligence Period. Within that is five (5) business days before the expiration of Seller's receipt of Buyer's notice of objection(sthe Inspection Deadline (the “Title Notice Date”), to deliver to Seller written notice (the “Title Objection Notice”) of any exceptions to title shown in the Title Report or other items that would be disclosed by a survey of the Real Property, which are disapproved by Buyer; provided, however, Buyer shall notify Buyer not have any right to disapprove of any real estate taxes or assessments not yet due and payable (prorated as provided herein) or any matters which are Buyer’s obligations under Sections 4.1 through 4.3 above (or elsewhere in writing of Seller's election to either (i) remove such exceptions (in which case Buyer's objections shall be deemed waived), or (ii) terminate this Agreement. Seller's failure to make an election shall be deemed an election to terminate. Without limiting the foregoing, Seller shall be obligated to fully discharge on or before Closing all mortgages, security interests and other monetary liens and encumbrances of a definite and ascertainable amount (each a "Monetary Lien"). In the event that any additional title exceptions are discovered after the reports are issued, then if Buyer is not willing to accept such exceptions as-is, then Seller shall elect in writing to either eliminate such exceptions (in which case this Agreement shall remain in effect) or terminate this Agreement (in which case the Deposit shall be returned to Buyer). If Buyer fails to give written notice to Seller of any objection to title deliver the Title Objection Notice on or survey within before the Due Diligence PeriodTitle Notice Date, then Buyer shall be deemed to have approved the state of exceptions to title and shown on the Title Report, any matters that would be disclosed by a survey as of the date Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such title exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s sole cost and survey reports are issuedexpense, except for Monetary Liens.or

Title and Survey Review. Within fifteen (a15) Buyer shall have days after the right to obtain a title commitment for owner's title insurance policy (receipt of the "last of the Title Commitment", Recorded Documents and the Survey and subject to (i) and survey through (v) of the Real Property (the "Survey"). No later than ten (10) business days prior to the expiration of the Due Diligence PeriodPermitted Exceptions, as hereinafter defined, Buyer shall give notice to may notify Seller in writing of any objection to any exception exceptions or other matter shown defects in the Title Commitment or Survey on or before the date of expiration of the Due Diligence Period. Within five to which Buyer reasonably objects (5) business days of Seller's receipt of Buyer's notice of objection(s"Title and Survey Objection(s), Seller shall notify Buyer in writing of Seller's election to either (i) remove such exceptions (in which case Buyer's objections shall be deemed waived), or (ii) terminate this Agreement. Seller's failure to make an election shall be deemed an election to terminate. Without limiting the foregoing, Seller shall be obligated to fully discharge on or before Closing all mortgages, security interests and other monetary liens and encumbrances of a definite and ascertainable amount (each a "Monetary Lien"). In the event that any additional title exceptions are discovered after the reports are issued, then if Buyer is not willing to accept such exceptions as-is, then Seller shall elect in writing to either eliminate such exceptions (in which case this Agreement shall remain in effect) or terminate this Agreement (in which case the Deposit shall be returned to Buyer). If Buyer fails to give written notice to does not so notify Seller of any objection to title or survey Title and Survey Objection(s) within the Due Diligence Periodsuch time period, then Buyer shall be deemed to have approved any exceptions and defects contained in the state Title Commitment and Survey. If Buyer so notifies Seller of title any Title and survey Survey Objections(s) within such time period, Seller shall, within ten (10) days after the receipt of Buyer's Title and Survey Objection(s) ("Cure Period"), deliver to Buyer written notice that either (i) Seller will at Seller's expense, correct or remove the Title and Survey Objection(s) or have the Title Company insure or endorse over the Title and Survey Objection(s), before the Closing Date, in a manner reasonably acceptable to Buyer, provided, however, as to those exceptions that may be removed at Closing by payment of money, Seller may have those exceptions removed at Closing by using the proceeds of the date sale, or (ii) Seller is unwilling or unable to remove any such Title and Survey Objection(s) by the Closing Date. If Seller fails to give such notice, Seller shall be deemed to have elected not to remove any such Title and Survey Objection(s). In the event Seller gives or is deemed to have given notice that Seller is unwilling or unable to remove any such Title and Survey Objection(s) by the Closing Date, Buyer may, upon notice to Seller within five (5) days after the expiration of such title the Cure Period, (i) elect to terminate this Contract and survey reports are issuedBuyer and Seller shall have no further obligations under this Contract, except for Monetary Liens.those provisions which by their terms survive the termination of this Contract, and the Xxxxxxx Money shall be promptly returned to Buyer, or

Title and Survey Review. (a) Buyer 4.9. l Seller shall have the right to obtain a title commitment for owner's title insurance policy (the "cause Title Commitment") and survey of the Real Property (the "Survey"). No later than ten (10) business days prior to the expiration of the Due Diligence PeriodCompany, Buyer shall give notice to Seller of any objection to any exception or other matter shown in the Title Commitment or Survey on or before the date of expiration of the Due Diligence Period. Within within five (5) business days after the Effective Date, to deliver to Buyer, to the extent not previously obtained by Buyer (a) a preliminary title report for the Property (as may be updated or supplemented from time to time, the "Title Report"), and (b) copies of Seller's receipt all underlying title documents described in the Title Report. Buyer shall have the right, prior to 5:00 p.m. Pacific Time on the date that is five (5) business days before the expiration of the Inspection Deadline (the "Title Notice Date"), to deliver to Seller written notice (the "Title Objection Notice") of any exceptions to title shown in the Title Report or other items that would be disclosed by a survey of the Real Property, which are disapproved by Buyer; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or regular assessments not yet due and payable (prorated as provided herein) or any matters which are Buyer's notice of objection(s), Seller shall notify Buyer in writing of Seller's election to either (i) remove such exceptions (in which case Buyer's objections shall be deemed waived), or (ii) terminate this Agreement. Seller's failure to make an election shall be deemed an election to terminate. Without limiting the foregoing, Seller shall be obligated to fully discharge on or before Closing all mortgages, security interests and other monetary liens and encumbrances of a definite and ascertainable amount (each a "Monetary Lien"). In the event that any additional title exceptions are discovered after the reports are issued, then if Buyer is not willing to accept such exceptions as-is, then Seller shall elect in writing to either eliminate such exceptions (in which case obligations under this Agreement shall remain in effect) or terminate this Agreement (in which case the Deposit shall be returned to Buyer)obligations of Angels Baseball under the Lease. If Buyer fails to give written notice to Seller of any objection to title deliver the Title Objection Notice on or survey within before the Due Diligence PeriodTitle Notice Date, then Buyer shall be deemed to have approved the state of exceptions to title and shown on the Title Report, any matters that would be disclosed by a survey as of the date Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller's sole cost and expense, or (b) be unable or unwilling to remove, discharge or endorse over the exception(s) (Seller's failure to notify Buyer being Seller's election to proceed as provided in clause (b) above), in which case Buyer will have until the Inspection Deadline to elect to (x) proceed with the purchase of the Property subject to such exception(s), or (y) terminate this Agreement by delivering written notice of such title election to terminate (a "Termination Notice") to Seller and survey reports are issuedEscrow Holder, in which case the Escrow Deposit (minus Escrow Holder's and the Title Company's cancellation fees) shall be returned to Buyer, and neither party shall have any further rights or liabilities hereunder, except for Monetary Liensthose provisions (including this provision) which expressly survive the termination of this Agreement. Buyer's failure to notify Seller and Escrow Holder of its election between (x) and (y) in the immediately preceding sentence shall be deemed to be Buyer's election to proceed as provided in (x). In the event Seller determines at any time that it is unable or unwilling to remove any one or more of disapproved title or survey matters, Seller may give written notice to Buyer to such effect and Buyer may, at its option, terminate this Agreement upon delivering a Termination Notice to Seller and Escrow Holder, but only if given prior to the sooner to occur of the Closing Date or five (5) days after Buyer receives Seller's notice, in which case the Escrow Deposit (minus Escrow Holder's and the Title Company's cancellation fees) shall be returned to Buyer. If Buyer fails to give notice of Buyer's disapproval by such date, Buyer shall be deemed to have approved such matters. It is understood that Buyer may request a number of endorsements to the Title Policy (as defined in Section 5.3 below) and/or extended ALTA coverage; however, Buyer shall satisfy itself prior to the Title Notice Date that the Title Company will be willing to issue any extended ALTA coverage and any such endorsements in connection with the Title Policy and failure to deliver a Termination Notice by the Inspection Deadline shall be deemed a waiver of any objections to title and survey, approval of all matters pertaining to title and survey, including, without limitation, the forms of the Title Policy and the availability of any endorsements. Seller agrees to deliver to Title Company at or prior to Closing a completed and signed owner's affidavit ("Owner's Affidavit") in a form reasonably acceptable to Seller, as required by the Title Company for issuance to Buyer of an extended ALTA coverage Owner's title insurance policy, and such evidence and documents as may be reasonably and customarily required by the Title Company concerning the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property.

Title and Survey Review. (a) Buyer 4.9. l Seller shall have the right to obtain a title commitment for owner's title insurance policy (the "cause Title Commitment") and survey of the Real Property (the "Survey"). No later than ten (10) business days prior to the expiration of the Due Diligence PeriodCompany, Buyer shall give notice to Seller of any objection to any exception or other matter shown in the Title Commitment or Survey on or before the date of expiration of the Due Diligence Period. Within within five (5) business days after the Effective Date, to deliver to Buyer, to the extent not previously obtained by Xxxxx (a) a preliminary title report for the Property (as may be updated or supplemented from time to time, the "Title Report"), and (b) copies of Seller's receipt all underlying title documents described in the Title Report. Buyer shall have the right, prior to 5:00 p.m. Pacific Time on the date that is five (5) business days before the expiration of the Inspection Deadline (the "Title Notice Date"), to deliver to Seller written notice (the "Title Objection Notice") of any exceptions to title shown in the Title Report or other items that would be disclosed by a survey of the Real Property, which are disapproved by Buyer; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or regular assessments not yet due and payable (prorated as provided herein) or any matters which are Buyer's notice of objection(s), Seller shall notify Buyer in writing of Seller's election to either (i) remove such exceptions (in which case Buyer's objections shall be deemed waived), or (ii) terminate this Agreement. Seller's failure to make an election shall be deemed an election to terminate. Without limiting the foregoing, Seller shall be obligated to fully discharge on or before Closing all mortgages, security interests and other monetary liens and encumbrances of a definite and ascertainable amount (each a "Monetary Lien"). In the event that any additional title exceptions are discovered after the reports are issued, then if Buyer is not willing to accept such exceptions as-is, then Seller shall elect in writing to either eliminate such exceptions (in which case obligations under this Agreement shall remain in effect) or terminate this Agreement (in which case the Deposit shall be returned to Buyer)obligations of Angels Baseball under the Lease. If Buyer fails to give written notice to Seller of any objection to title deliver the Title Objection Notice on or survey within before the Due Diligence PeriodTitle Notice Date, then Buyer shall be deemed to have approved the state of exceptions to title and shown on the Title Report, any matters that would be disclosed by a survey as of the date Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller's sole cost and expense, or (b) be unable or unwilling to remove, discharge or endorse over the exception(s) (Seller's failure to notify Buyer being Seller's election to proceed as provided in clause (b) above), in which case Buyer will have until the Inspection Deadline to elect to (x) proceed with the purchase of the Property subject to such exception(s), or (y) terminate this Agreement by delivering written notice of such title election to terminate (a "Termination Notice") to Seller and survey reports are issuedEscrow Holder, in which case the Escrow Deposit (minus Escrow Holder's and the Title Company's cancellation fees) shall be returned to Buyer, and neither party shall have any further rights or liabilities hereunder, except for Monetary Liensthose provisions (including this provision) which expressly survive the termination of this Agreement. Xxxxx's failure to notify Seller and Escrow Holder of its election between (x) and (y) in the immediately preceding sentence shall be deemed to be Buyer's election to proceed as provided in (x). In the event Seller determines at any time that it is unable or unwilling to remove any one or more of disapproved title or survey matters, Seller may give written notice to Buyer to such effect and Buyer may, at its option, terminate this Agreement upon delivering a Termination Notice to Seller and Escrow Holder, but only if given prior to the sooner to occur of the Closing Date or five (5) days after Buyer receives Seller's notice, in which case the Escrow Deposit (minus Escrow Holder's and the Title Company's cancellation fees) shall be returned to Buyer. If Xxxxx fails to give notice of Xxxxx's disapproval by such date, Buyer shall be deemed to have approved such matters. It is understood that Buyer may request a number of endorsements to the Title Policy (as defined in Section 5.3 below) and/or extended ALTA coverage; however, Buyer shall satisfy itself prior to the Title Notice Date that the Title Company will be willing to issue any extended ALTA coverage and any such endorsements in connection with the Title Policy and failure to deliver a Termination Notice by the Inspection Deadline shall be deemed a waiver of any objections to title and survey, approval of all matters pertaining to title and survey, including, without limitation, the forms of the Title Policy and the availability of any endorsements. Xxxxxx agrees to deliver to Title Company at or prior to Closing a completed and signed owner's affidavit ("Owner's Affidavit") in a form reasonably acceptable to Seller, as required by the Title Company for issuance to Buyer of an extended ALTA coverage Owner's title insurance policy, and such evidence and documents as may be reasonably and customarily required by the Title Company concerning the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property.

Title and Survey Review. (a) Buyer During the Title and Survey Review Period, Purchaser shall have review title to the right Property as disclosed by the Title Commitment and the Survey, and Purchaser shall make any objections thereto in writing to obtain a title commitment for owner's title insurance policy (the "Title Commitment") and survey of the Real Property (the "Survey"). No Seller no later than ten (10) business days prior to the expiration of the Due Diligence Inspection Period. Seller shall respond to Purchaser’s objections in writing no later than three (3) days prior to the expiration of the Inspection Period. Seller’s failure to provide a written response within said period shall be deemed Seller’s refusal to cure any Purchaser objection other than as set forth in this Section 5.3. Seller shall have no obligation to cure title objections except liens of an ascertainable monetary amount created by, Buyer under or through Seller, which liens Seller shall give notice cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any objection such liens. Seller further agrees to remove any exception exceptions or other matter shown encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser’s consent. The term “Permitted Exceptions” shall mean: the specific exceptions (excluding standard exceptions that are part of the promulgated title insurance form for the Title Policy) in the Title Commitment that have not been objected to or Survey on or before the date of expiration of the Due Diligence Period. Within five (5) business days of Seller's receipt of Buyer's notice of objection(s), Seller shall notify Buyer in writing of Seller's election to either (i) remove such exceptions (in which case Buyer's objections shall be deemed waived), or (ii) terminate this Agreement. Seller's failure to make an election shall be deemed an election to terminate. Without limiting the foregoing, Seller shall be obligated to fully discharge on or before Closing all mortgages, security interests and other monetary liens and encumbrances of a definite and ascertainable amount (each a "Monetary Lien"). In the event that any additional title exceptions are discovered after the reports are issued, then if Buyer is not willing to accept such exceptions as-is, then Seller shall elect in writing to either eliminate such exceptions (in which case this Agreement shall remain in effect) or terminate this Agreement (in which case the Deposit shall be returned to Buyer). If Buyer fails to give written notice to Seller of any objection to title or survey within the Due Diligence Period, then Buyer shall be deemed to have approved the state of title and survey waived by Purchaser as of the date end of such title the Inspection Period and survey reports that Seller is not required to remove as provided above or has not otherwise agreed to remove; matters created by, through or under Purchaser; items shown on the Survey which have not been objected to or waived by Purchaser as of the end of the Inspection Period; real estate taxes for the year in which the Closing occurs which are issued, except for Monetary Liensnot yet due and payable; rights of tenants under the Leases; rights of tenants or licensees under License Agreements; and any licensees under any Service Contracts (approved by Purchaser) not terminated as of Closing.

Title and Survey Review. (A) When obtained (the “Title Delivery Date”), Seller shall obtain and deliver to Purchaser for each Sale Facility (a) Buyer shall have the right to obtain a title report or commitment (the “Title Commitments”) for owner's an extended coverage title insurance policy with respect to the Real Property issued by the Title Company, along with legible copies of all of the exception documents referenced therein, and (b) a litigation, bankruptcy, judgment and security interest search in the name of Seller and Sale Facility (the "Title Commitment"“Litigation and Lien Searches”). If Purchaser desires to obtain, an ALTA survey with respect to the Real Property (if not covered by an Existing Survey (as hereinafter defined)) and (the “New Surveys”), which shall be prepared by surveyor selected by Purchaser in the exercise of its reasonable discretion (the “Surveyor”), or at Purchaser’s sole discretion, shall request that any existing survey of provided by Seller with respect to the Real Property (the "Survey"“Existing Survey(s). No later ”) be updated (if the same is dated more than ten ninety (1090) business days prior to the expiration Execution Date), and recertified to Purchaser and the Title Company (the “Recertified Survey(s)” and together with the New Surveys, the “Surveys”), with, in each case, the intent of the Due Diligence Periodparties being that, Buyer shall give notice at Purchaser’s election, at the Closing Purchaser will receive an ALTA Survey for each Sale Facility which is sufficient to Seller of any objection to any exception or other matter shown in cause the Title Commitment Company to issue the Title Policies (as defined below) without the survey exception. Each New Survey or each Recertified Survey on or before the date of expiration of the Due Diligence Period. Within five (5) business days of Seller's receipt of Buyer's notice of objection(s), Seller shall notify Buyer in writing of Seller's election to either (i) remove such exceptions (in which case Buyer's objections shall be deemed waived)certified to Purchaser and the Title Company, and, upon completion thereof, Purchaser shall cause the New Surveys or (ii) terminate this Agreement. Seller's failure the Recertified Surveys, as applicable, to make an election shall be deemed an election delivered by the Surveyor to terminate. Without limiting Purchaser and the foregoing, Seller shall be obligated to fully discharge on or before Closing all mortgages, security interests and other monetary liens and encumbrances of a definite and ascertainable amount (each a "Monetary Lien"). In the event that any additional title exceptions are discovered after the reports are issued, then if Buyer is not willing to accept such exceptions as-is, then Seller shall elect in writing to either eliminate such exceptions (in which case this Agreement shall remain in effect) or terminate this Agreement (in which case the Deposit shall be returned to Buyer). If Buyer fails to give written notice to Seller of any objection to title or survey within the Due Diligence Period, then Buyer shall be deemed to have approved the state of title and survey as of the date of such title and survey reports are issued, except for Monetary LiensTitle Company.

Title and Survey Review. Buyer may, among other reports and due diligence materials, obtain (ai) Buyer shall have at Seller’s sole cost and expense for the right to obtain search/exam fees a title commitment (“Title Commitment”) for owner's an ALTA 2006 Owner’s Policy (and Lender’s Policy) of title insurance policy for the Real Property (said policies are hereafter referred to, separately and collectively, as the "“Title Commitment"Policy”; Buyer and Seller shall equally split 50/50 the title premium for the Title Policy), and (ii) at Buyer’s sole cost and expense, an ALTA survey of the Real Property Property, containing such “Table A” items as Buyer may desire (such survey, or if appliable then the "existing Seller survey as described below, the “Survey"”). No later Buyer shall pay for all title endorsements (other than ten (10) business days prior any title endorsements that are the method by which Seller elects, in its sole discretion, to cure a title/survey issue(s). Prior to the expiration end of the Due Diligence Period, Inspection Period the Buyer shall give notice to Seller of any objection to any exception or other matter shown in the Title Commitment or Survey on or before the date of expiration of the Due Diligence Period. Within five (5) business days of Seller's receipt of Buyer's notice of objection(s), Seller shall notify Buyer specify in writing of Seller's election any title or survey matters to either (i) remove such exceptions (in which case Buyer's objections shall be deemed waived), or (ii) terminate this Agreement. Seller's failure to make an election shall be deemed an election to terminate. Without limiting the foregoing, Seller shall be obligated to fully discharge on or before Closing all mortgages, security interests and other monetary liens and encumbrances of a definite and ascertainable amount (each a "Monetary Lien"). In the event that any additional title exceptions are discovered after the reports are issued, then if Buyer is not willing to accept such exceptions as-is, then Seller shall elect in writing to either eliminate such exceptions (in which case this Agreement shall remain in effect) or terminate this Agreement (in which case the Deposit shall be returned to Buyer)objects. If Buyer fails to give written notice to Seller of any objection to title or survey object within the Due Diligence Periodthis time period, then Buyer shall be deemed to have approved waived the state of right to object to title and survey matters that existed as of the date of such the Title Commitment, and as of the date of the Survey, respectively (but Seller shall remain obligated to remove Seller Voluntary Monetary Liens as that term is defined below). If Buyer objects to any title and or survey reports are issuedmatters, except for Monetary Liens.Seller shall, within three (3) business days after receipt of Buyer’s objections, deliver to Buyer written notice that either (i) Seller will, at Seller’s expense,

Title and Survey Review. (a) Buyer 4.9.1 Seller shall have the right to obtain a title commitment for owner's title insurance policy (the "cause Title Commitment") and survey of the Real Property (the "Survey"). No later than ten (10) business days prior to the expiration of the Due Diligence PeriodCompany, Buyer shall give notice to Seller of any objection to any exception or other matter shown in the Title Commitment or Survey on or before the date of expiration of the Due Diligence Period. Within within five (5) business days of Seller's receipt of after the Effective Date, to deliver to Buyer's notice of objection(s, to the extent not previously obtained by Xxxxx (a) a preliminary title report for the Property (as may be updated or supplemented from time to time, the “Title Report”), Seller and (b) copies of all underlying title documents described in the Title Report. Buyer shall notify Buyer in writing have the right, prior to 5:00 p.m. Pacific Time on the date that is five (5) business days before the expiration of Seller's election to either the Inspection Deadline (i) remove such exceptions (in which case Buyer's objections shall be deemed waivedthe “Title Notice Date”), to deliver to Seller written notice (the “Title Objection Notice”) of any exceptions to title shown in the Title Report or other items that would be disclosed by a survey of the Real Property, which are disapproved by Buyer; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or regular assessments not yet due and payable (iiprorated as provided herein) terminate this Agreement. Seller's failure to make an election shall be deemed an election to terminate. Without limiting the foregoing, Seller shall be obligated to fully discharge on or before Closing all mortgages, security interests and other monetary liens and encumbrances of a definite and ascertainable amount (each a "Monetary Lien"). In the event that any additional title exceptions matters which are discovered after the reports are issued, then if Buyer is not willing to accept such exceptions as-is, then Seller shall elect in writing to either eliminate such exceptions (in which case Buyer’s obligations under this Agreement shall remain in effect) or terminate this Agreement (in which case the Deposit shall be returned to Buyer)obligations of Angels Baseball under the Lease. If Buyer fails to give written notice to Seller of any objection to title deliver the Title Objection Notice on or survey within before the Due Diligence PeriodTitle Notice Date, then Buyer shall be deemed to have approved the state of exceptions to title and shown on the Title Report, any matters that would be disclosed by a survey as of the date Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s sole cost and expense, or (b) be unable or unwilling to remove, discharge or endorse over the exception(s) (Seller’s failure to notify Buyer being Seller’s election to proceed as provided in clause (b) above), in which case Buyer will have until the Inspection Deadline to elect to (x) proceed with the purchase of the Property subject to such exception(s), or (y) terminate this Agreement by delivering written notice of such title election to terminate (a “Termination Notice”) to Seller and survey reports are issuedEscrow Holder, in which case the Escrow Deposit (minus Escrow Holder’s and the Title Company’s cancellation fees) shall be returned to Buyer, and neither party shall have any further rights or liabilities hereunder, except for Monetary Liensthose provisions (including this provision) which expressly survive the termination of this Agreement. Buyer’s failure to notify Seller and Escrow Holder of its election between (x) and (y) in the immediately preceding sentence shall be deemed to be Buyer’s election to proceed as provided in (x). In the event Seller determines at any time that it is unable or unwilling to remove any one or more of disapproved title or survey matters, Seller may give written notice to Buyer to such effect and Buyer may, at its option, terminate this Agreement upon delivering a Termination Notice to Seller and Escrow Holder, but only if given prior to the sooner to occur of the Closing Date or five (5) days after Buyer receives Seller’s notice, in which case the Escrow Deposit (minus Escrow Holder’s and the Title Company’s cancellation fees) shall be returned to Buyer. If Xxxxx fails to give notice of Xxxxx’s disapproval by such date, Buyer shall be deemed to have approved such matters. It is understood that Buyer may request a number of endorsements to the Title Policy (as defined in Section 5.3 below) and/or extended ALTA coverage; however, Buyer shall satisfy itself prior to the Title Notice Date that the Title Company will be willing to issue any extended ALTA coverage and any such endorsements in connection with the Title Policy and failure to deliver a Termination Notice by the Inspection Deadline shall be deemed a waiver of any objections to title and survey, approval of all matters pertaining to title and survey, including, without limitation, the forms of the Title Policy and the availability of any endorsements. Xxxxxx agrees to deliver to Title Company at or prior to Closing a completed and signed owner’s affidavit (“Owner’s Affidavit”) in a form reasonably acceptable to Seller, as required by the Title Company for issuance to Buyer of an extended ALTA coverage Owner’s title insurance policy, and such evidence and documents as may be reasonably and customarily required by the Title Company concerning the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property.

Title and Survey Review. (a) Buyer 4.9.1 Seller shall have the right to obtain a title commitment for owner's title insurance policy (the "cause Title Commitment") and survey of the Real Property (the "Survey"). No later than ten (10) business days prior to the expiration of the Due Diligence PeriodCompany, Buyer shall give notice to Seller of any objection to any exception or other matter shown in the Title Commitment or Survey on or before the date of expiration of the Due Diligence Period. Within within five (5) business days of Seller's receipt of after the Effective Date, to deliver to Buyer's notice of objection(s, to the extent not previously obtained by Buyer (a) a preliminary title report for the Property (as may be updated or supplemented from time to time, the “Title Report”), Seller and (b) copies of all underlying title documents described in the Title Report. Buyer shall notify Buyer in writing have the right, prior to 5:00 p.m. Pacific Time on the date that is five (5) business days before the expiration of Seller's election to either the Inspection Deadline (i) remove such exceptions (in which case Buyer's objections shall be deemed waivedthe “Title Notice Date”), to deliver to Seller written notice (the “Title Objection Notice”) of any exceptions to title shown in the Title Report or other items that would be disclosed by a survey of the Real Property, which are disapproved by Buyer; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or regular assessments not yet due and payable (iiprorated as provided herein) terminate this Agreement. Seller's failure to make an election shall be deemed an election to terminate. Without limiting the foregoing, Seller shall be obligated to fully discharge on or before Closing all mortgages, security interests and other monetary liens and encumbrances of a definite and ascertainable amount (each a "Monetary Lien"). In the event that any additional title exceptions matters which are discovered after the reports are issued, then if Buyer is not willing to accept such exceptions as-is, then Seller shall elect in writing to either eliminate such exceptions (in which case Buyer’s obligations under this Agreement shall remain in effect) or terminate this Agreement (in which case the Deposit shall be returned to Buyer)obligations of Angels Baseball under the Lease. If Buyer fails to give written notice to Seller of any objection to title deliver the Title Objection Notice on or survey within before the Due Diligence PeriodTitle Notice Date, then Buyer shall be deemed to have approved the state of exceptions to title and shown on the Title Report, any matters that would be disclosed by a survey as of the date Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s sole cost and expense, or (b) be unable or unwilling to remove, discharge or endorse over the exception(s) (Seller’s failure to notify Buyer being Seller’s election to proceed as provided in clause (b) above), in which case Buyer will have until the Inspection Deadline to elect to (x) proceed with the purchase of the Property subject to such exception(s), or (y) terminate this Agreement by delivering written notice of such title election to terminate (a “Termination Notice”) to Seller and survey reports are issuedEscrow Holder, in which case the Escrow Deposit (minus Escrow Holder’s and the Title Company’s cancellation fees) shall be returned to Buyer, and neither party shall have any further rights or liabilities hereunder, except for Monetary Liensthose provisions (including this provision) which expressly survive the termination of this Agreement. Buyer’s failure to notify Seller and Escrow Holder of its election between (x) and (y) in the immediately preceding sentence shall be deemed to be Buyer’s election to proceed as provided in (x). In the event Seller determines at any time that it is unable or unwilling to remove any one or more of disapproved title or survey matters, Seller may give written notice to Buyer to such effect and Buyer may, at its option, terminate this Agreement upon delivering a Termination Notice to Seller and Escrow Holder, but only if given prior to the sooner to occur of the Closing Date or five (5) days after Buyer receives Seller’s notice, in which case the Escrow Deposit (minus Escrow Holder’s and the Title Company’s cancellation fees) shall be returned to Buyer. If Buyer fails to give notice of Buyer’s disapproval by such date, Buyer shall be deemed to have approved such matters. It is understood that Buyer may request a number of endorsements to the Title Policy (as defined in Section 5.3 below) and/or extended ALTA coverage; however, Buyer shall satisfy itself prior to the Title Notice Date that the Title Company will be willing to issue any extended ALTA coverage and any such endorsements in connection with the Title Policy and failure to deliver a Termination Notice by the Inspection Deadline shall be deemed a waiver of any objections to title and survey, approval of all matters pertaining to title and survey, including, without limitation, the forms of the Title Policy and the availability of any endorsements. Seller agrees to deliver to Title Company at or prior to Closing a completed and signed owner’s affidavit (“Owner’s Affidavit”) in a form reasonably acceptable to Seller, as required by the Title Company for issuance to Buyer of an extended ALTA coverage Owner’s title insurance policy, and such evidence and documents as may be reasonably and customarily required by the Title Company concerning the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property.