Common use of Title and Survey Review Clause in Contracts

Title and Survey Review. Within fifteen (15) days after the receipt of the last of the Title Commitment, Recorded Documents and the Survey and subject to (i) through (v) of the Permitted Exceptions, as hereinafter defined, Buyer may notify Seller in writing of any exceptions or defects in the Title Commitment or Survey to which Buyer reasonably objects ("Title and Survey Objection(s)"). If Buyer does not so notify Seller of any Title and Survey Objection(s) within such time period, Buyer shall be deemed to have approved any exceptions and defects contained in the Title Commitment and Survey. If Buyer so notifies Seller of any Title and 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 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 the Cure Period, (i) elect to terminate this Contract and Buyer and Seller shall have no further obligations under this Contract, except for 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. Within fifteen (15) days after the receipt Buyer has received a copy of the last preliminary title report dated February 8, 2018 issued by the Title Company covering the Real Property under order number NCS-885946-SA1 (together with copies of all documents referenced therein, 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 CommitmentNotice Date”), Recorded Documents and to deliver to Seller written notice (the Survey and subject to (i“Title Objection Notice”) through (v) of the Permitted Exceptions, as hereinafter defined, Buyer may notify Seller in writing of any exceptions or defects to title shown in the Title Commitment Report or Survey 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 assessments not yet due and payable (prorated as provided herein) or any matters which Buyer reasonably objects are Buyer’s obligations under Sections 4.1 through 4.3 above ("Title and Survey Objection(s)"or elsewhere in this Agreement). If Buyer does not so notify Seller of any fails to deliver the Title and Survey Objection(s) within such time periodObjection Notice on or before the Title Notice Date, then Buyer shall be deemed to have approved any the exceptions and defects contained in to title shown on the Title Commitment Report, any matters that would be disclosed by a survey of the Real Property and Surveyall other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer so notifies timely delivers the Title Objection Notice to Seller, then Seller of any Title and Survey Objections(sshall have three (3) within such time period, Seller shall, within ten (10) business days after the receipt of Buyer's the Title and Survey Objection(sObjection Notice to advise Buyer in writing that Seller shall either (a) ("Cure Period"), deliver to Buyer written notice that either cause (i) Seller will at Seller's expense, correct such exceptions objected to by Buyer to be satisfied or remove the Title and Survey Objection(s) discharged on 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 saleClosing, or (ii) Seller is unwilling or unable the Title Company to remove any issue an endorsement affirmatively insuring against such Title exception in a manner acceptable to Buyer in its sole discretion, at Seller’s sole cost 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 the Cure Period, (i) elect to terminate this Contract and Buyer and Seller shall have no further obligations under this Contract, except for those provisions which by their terms survive the termination of this Contract, and the Xxxxxxx Money shall be promptly returned to Buyerexpense, or

Title and Survey Review. Within fifteen (15) days after the receipt of the last of the Title CommitmentBuyer may, Recorded Documents among other reports and the Survey and subject to due diligence materials, obtain (i) through at Seller’s sole cost and expense for the search/exam fees a title commitment (v“Title Commitment”) for an ALTA 2006 Owner’s Policy (and Lender’s Policy) of title insurance for the Permitted ExceptionsReal Property (said policies are hereafter referred to, separately and collectively, as hereinafter definedthe “Title 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, containing such “Table A” items as Buyer may notify desire (such survey, or if appliable then the existing Seller survey as described below, the “Survey”). Buyer shall pay for all title endorsements (other than 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 end of the Inspection Period the Buyer shall specify in writing of any exceptions title or defects in the Title Commitment or Survey survey matters to which Buyer reasonably objects ("Title and Survey Objection(s)")objects. If Buyer does not so notify Seller of any Title and Survey Objection(s) fails to object within such this time period, Buyer shall be deemed to have approved any exceptions waived the right to object to title and defects contained in survey matters that existed as of the date of the Title Commitment 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 so notifies Seller of objects to any Title and Survey Objections(s) within such time periodtitle or survey matters, Seller shall, within ten three (103) business days after the receipt of Buyer's Title and Survey Objection(s) ("Cure Period")’s objections, deliver to Buyer written notice that either (i) Seller will will, at Seller's ’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 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 the Cure Period, (i) elect to terminate this Contract and Buyer and Seller shall have no further obligations under this Contract, except for 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. Within fifteen (15a) days after Prior to the receipt execution and delivery hereof, Purchaser has caused the Chicago Title Insurance Company to furnish or otherwise make available to Purchaser a preliminary title commitment for the Real Property dated with an effective date of January 10, 2016 (the last “PTR”), and copies of all underlying title documents described in the Title Commitment, Recorded Documents and PTR. Purchaser hereby agrees to accept title to the Survey and Real Property subject only to (i) through (v) of the Permitted ExceptionsExceptions described in Section 6.3 below. (b) Purchaser may, as hereinafter definedat or prior to Closing, Buyer may notify Seller in writing (the “Gap Notice”) of any objections to title matters or exceptions or defects not shown in the Title Commitment PTR, or Survey any update thereto, or the Updated Survey, or any update thereto, which updates are delivered to which Buyer reasonably objects Purchaser prior to the expiration of the Property Approval Period ("Title and Survey Objection(s“New Exceptions”)"). If Buyer does not so ; provided that Purchaser must notify Seller of any Title objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and Survey Objection(s(y) within the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such time perioddate, Buyer shall Purchaser will be deemed to have approved waived any exceptions objection to the New Exceptions, and defects contained in the Title Commitment New Exceptions will be included as Permitted Exceptions. Seller will have two (2) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such two (2)-day period and Surveyfor two (2) days following such period for Purchaser’s response), within which xxxx Xxxxxx may, but is under no obligation to, except as expressly provided herein, 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 Buyer so notifies Seller of any Title and Survey Objections(s) If, within such time the two (2)-day period, Seller shalldoes not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions, within ten then Purchaser may terminate this Agreement by and upon delivering written notice of such termination to Seller no later than the earlier to occur of (10x) the date two (2) days after following expiration of the receipt two (2)-day cure period or (y) the Closing Date, in which case Purchaser shall be entitled to the return of Buyer's Title and Survey Objection(sthe 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 except as expressly provided herein and) ("Cure Period"will be included as Permitted Exceptions. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this Section 6.2(b), deliver then neither Purchaser nor Seller shall have any further rights or obligations hereunder (except for Termination Surviving Obligations) and the Independent Consideration shall be paid to Buyer written notice that either Seller and the Xxxxxxx Money Deposit shall be returned to Purchaser in accordance with and subject to the provisions of Section 4.6. (ic) Seller will at Seller's expenseNotwithstanding any provision of this Section 6.2 to the contrary, correct on 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 Seller will be obligated to Buyercure any exceptions to title to the Real Property and/or the Improvements relating to (i) any liens or security interests securing any loan to or other obligation of Seller, providedincluding the liens and security interests listed as Item Nos. 6 and 7 on Schedule C to the PTR, 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 sale, or and (ii) any other liens, security interests or judgments created or evidenced by any documents executed by or against Seller is unwilling or unable the Real Property or the Improvements to remove any such Title secure monetary obligations incurred, assumed, or caused by Seller other than liens for ad valorem taxes and Survey Objection(s) by assessments for the Closing Date. If Seller fails to give such noticecurrent calendar year (collectively, Seller shall be deemed to have elected not to remove any such Title and Survey Objection(sthe “Must-Cure Matters”). 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 the Cure Period, (i) elect to terminate this Contract and Buyer and Seller shall have no further obligations under this Contract, except for 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. Within fifteen 4.9.1 Seller shall cause Title Company, within five (155) 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 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 obligations under this Agreement or the obligations of Angels Baseball under the Lease. If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Date, then Buyer shall be deemed to have approved the exceptions to title shown on the Title Report, any matters that would be disclosed by a survey of the 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 election to terminate (a “Termination Notice”) to Seller and Escrow 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 those 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 receipt of the last of Escrow Deposit (minus Escrow Holder’s and the Title Commitment, Recorded Documents and the Survey and subject Company’s cancellation fees) shall be returned to (i) through (v) of the Permitted Exceptions, as hereinafter defined, Buyer may notify Seller in writing of any exceptions or defects in the Title Commitment or Survey to which Buyer reasonably objects ("Title and Survey Objection(s)")Buyer. If Buyer does not so notify Seller fails to give notice of any Title and Survey Objection(s) within Buyer’s disapproval by such time perioddate, Buyer shall be deemed to have approved any exceptions and defects contained in such matters. It is understood that Buyer may request a number of endorsements to the Title Commitment 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 Surveyany 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. 4.9.2 If, at any time after Buyer’s approval or deemed approval of the condition of title to the Property pursuant to Section 4.9.1, the Title Company discloses to Buyer any new or additional title exceptions (each, a “New Title Exception”), Buyer shall have until five (5) business days following such disclosure of the New Title Exception (the “Objection Deadline”), to deliver a Title Objection Notice to Seller and Escrow Holder disapproving the New Title Exception. Buyer’s failure to deliver a Title Objection Notice by the Objection Deadline shall be deemed Buyer’s approval of the New Title Exception and waiver of any further right to object with respect thereto. If Buyer so notifies timely delivers the Title Objection Notice to Seller, then Seller of any Title and Survey Objections(sshall have three (3) within such time period, Seller shall, within ten (10) business days after the receipt of Buyer's the Title and Survey Objection(sObjection Notice to advise Buyer in writing that Seller shall either (a) ("Cure Period"), deliver to Buyer written notice that either cause (i) Seller will at Seller's expense, correct such exceptions objected to by Buyer to be satisfied or remove the Title and Survey Objection(s) discharged on 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 saleClosing, 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 three (3) business days after Seller’s election (or deemed election) pursuant to this clause (b) 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 election to terminate to Seller is unwilling or unable to remove any such Title and Survey Objection(s) by the Closing DateEscrow Holder. If Seller fails Buyer timely elects to give such noticeterminate, Seller and if the New Title Exception materially detrimentally affects the value of the Property, the Escrow Deposit (minus Escrow Holder’s and the Title Company’s cancellation fees) shall be deemed returned to have elected not Buyer by Escrow Holder and, to remove any such Title the extent previously released to Seller, by Seller, 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 the Cure Period, (i) elect to terminate this Contract and Buyer and Seller neither party shall have no any further obligations under this Contractrights or liabilities hereunder, except for those provisions (including this provision) which by their terms expressly survive the termination of this Contract, Agreement. Buyer’s failure to notify Seller and Escrow Holder of its election between (x) and (y) in the Xxxxxxx Money immediately preceding sentence shall be promptly returned deemed to be Buyer’s election to proceed as provided in (x). If the Title Company raises any New Title Exception, orthe Closing Date shall be extended to the extent necessary to accommodate the objection and response process and time periods specified heretofore in this subsection. Notwithstanding anything to the contrary in this subsection, if a New Title Exception is attributable to Seller’s breach of a covenant set forth in Section 7.2, Seller shall be obligated to remove or discharge the exception on or before the Closing (failure of which shall entitle Buyer to its remedies under Section 12.1).

Title and Survey Review. Within fifteen 4.5.1 Purchaser shall notify Seller of any objections to title and survey matters no later than the date which is five (155) days after Business Days from the later of (x) the Effective Date, (y) Purchaser’s receipt of the last of the Title Commitment, Recorded Documents and the Survey and subject to (iz) through (v) Purchaser’s receipt of the Permitted ExceptionsSurvey, as hereinafter definedbut in no event later than six (6) days prior to the expiration of the Inspection Period (each such specified objection, Buyer may notify Seller a “Title Objection”) in a reasonably detailed writing of any exceptions or defects (the “Title Objection Letter”). 4.5.2 If Purchaser timely delivers the Title Objection Letter, then except in the Title Commitment or Survey to case of Required Curable Objections as described in Section 4.4 (which Buyer reasonably objects ("Title are governed by Section 4.4 and Survey Objection(snot this Section 4.5.2)"). If Buyer does not so notify Seller of any Title and Survey Objection(s) within such time period, Buyer shall be deemed to have approved any exceptions and defects contained in the Title Commitment and Survey. If Buyer so notifies Seller of any Title and 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 notify Purchaser as to whether Seller elects to Remove all or any of the sale, or (ii) Seller is unwilling or unable to remove any such Title and Survey Objection(s) by the Closing DateObjections. If Seller fails elects to give such noticeRemove any Title Objection, Seller shall Remove the same prior to Closing. If Seller does not deliver a written notice of its election to Remove any Title Objection prior to the date that is five (5) Business Days after Seller’s receipt of the Title Objection Letter, then Seller shall automatically be deemed to have elected not to remove any Remove such Title and Survey Objection(s)Objection. In such event, or if Seller delivers a written notice of its election to not Remove such Title Objection, Purchaser may elect by delivery of written notice to Seller to either (a) terminate this Agreement and receive a return of the Deposit from Seller minus One Hundred and No/Dollars $100.00 (the “Independent Consideration”), which shall represent the independent consideration to support Purchaser’s inspection rights contained herein and be retained by Seller, and neither party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement, or (b) waive its objection to such Title Objection and proceed with the Transaction without a reduction in the Purchase Price, in which event Seller gives or is Purchaser shall be deemed to have given notice that Seller is unwilling or unable to remove any approved such Title and Survey Objection(s) by the Closing Date, Buyer may, upon notice to Seller within five (5) days after the expiration of the Cure Period, (i) elect to terminate this Contract and Buyer and Seller shall have no further obligations under this Contract, except for those provisions which by their terms survive the termination of this ContractObjection, and the Xxxxxxx Money such Title Objection shall be promptly returned to Buyer, ora Permitted Exception.

Title and Survey Review. Within fifteen Seller shall cause Title Company, within five (155) 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 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 obligations under this Agreement or the obligations of Angels Baseball under the Lease. If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Date, then Buyer shall be deemed to have approved the exceptions to title shown on the Title Report, any matters that would be disclosed by a survey of the 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 election to terminate (a "Termination Notice") to Seller and Escrow 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 those 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 receipt of the last of Escrow Deposit (minus Escrow Holder's and the Title Commitment, Recorded Documents and the Survey and subject Company's cancellation fees) shall be returned to (i) through (v) of the Permitted Exceptions, as hereinafter defined, Buyer may notify Seller in writing of any exceptions or defects in the Title Commitment or Survey to which Buyer reasonably objects ("Title and Survey Objection(s)")Buyer. If Buyer does not so notify Seller fails to give notice of any Title and Survey Objection(s) within Buyer's disapproval by such time perioddate, Buyer shall be deemed to have approved any exceptions and defects contained in such matters. It is understood that Buyer may request a number of endorsements to the Title Commitment and Survey. If Policy (as defined in Section 5.3 below) and/or extended ALTA coverage; however, Buyer so notifies Seller of any Title and 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 shall satisfy itself prior to Buyer written notice that either (i) Seller will at Seller's expense, correct or remove the Title and Survey Objection(s) or have Notice Date that the Title Company insure or endorse over will be willing to issue any extended ALTA coverage and any such endorsements in connection with the Title Policy and Survey Objection(s)failure to deliver a Termination Notice by the Inspection Deadline shall be deemed a waiver of any objections to title and survey, before 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 Date, a completed and signed owner's affidavit ("Owner's Affidavit") in a manner form reasonably acceptable to Buyer, provided, howeverSeller, as required by the Title Company for issuance to those exceptions that Buyer of an extended ALTA coverage Owner's title insurance policy, and such evidence and documents as may be removed at Closing reasonably and customarily required by payment the Title Company concerning the status and capacity of money, Seller may have those exceptions removed at Closing by using and the proceeds authority of the sale, person or (ii) persons who are executing the various documents on behalf of Seller is unwilling or unable to remove any such Title and Survey Objection(s) by in connection with 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 sale of the Cure Period, (i) elect to terminate this Contract and Buyer and Seller shall have no further obligations under this Contract, except for those provisions which by their terms survive the termination of this Contract, and the Xxxxxxx Money shall be promptly returned to Buyer, orProperty.