Common use of Title Commitment; Survey Clause in Contracts

Title Commitment; Survey. Purchaser will order a preliminary commitment (each, a “Commitment”) for an owner’s policy of title insurance with respect to each Facility in form and substance acceptable to Purchaser in its sole discretion (each, a “Title Policy”) issued by Title Company, together with a copy of the documents forming the basis for each exception therein (the “Exception Documents”). Purchaser at its expense shall have the right to obtain a new ALTA survey with respect to the Real Property relating to each Facility (each, a “Survey”). On or before the earlier to occur of (a) the expiration of the Inspection Period or (b) ten (10) days after Purchaser’s receipt of the Commitments, all Exception Documents and the Surveys (or any updates to any of the foregoing), Purchaser will advise Seller in writing of Purchaser’s approval or disapproval of any exceptions to title in any Commitment or any Survey, in Purchaser’s sole discretion, setting forth with specificity the item(s) which Purchaser disapproves; provided, however, if any such updates with respect to any Commitment are received by Purchaser prior to Closing, Purchaser shall have an additional five (5) business days following Purchaser’s receipt of such update and legible copies of all documents referenced therein to notify Seller in writing of Purchaser’s objections to items shown on any such update which were not disclosed on the previously delivered Commitment, Surveys or Exception Documents, regardless of the expiration of the Inspection Period and any scheduled Closing. If Purchaser indicates by written notice to Seller its disapproval of any exceptions to title with respect to any Commitment, then Seller will advise Purchaser within five (5) days thereafter by written notice to Purchaser whether Seller can and will remove the items Purchaser disapproves. Seller will have no duty or obligation of any kind or nature to remove items to which Purchaser objects and may, in its sole and absolute discretion, choose not to remove any or all of such objectionable items with respect to any Commitment. Subject to the terms of Section 9 hereof, if Seller does not indicate by written notice to Purchaser within such 5-day period that it will remove all such objectionable items, then, unless within five (5) days thereafter Purchaser advises Seller in writing that Purchaser is terminating this Agreement, Purchaser will have accepted the condition of title and will proceed to Closing as to all Facilities. Those title exceptions to which Purchaser made no objection or to which Purchaser waived its objections will be Permitted Exceptions.

Title Commitment; Survey. Purchaser will order a preliminary commitment (each, a “Commitment”) for an owner’s policy of title insurance with respect to each Facility in form and substance acceptable to Purchaser in its sole discretion (each, a “Title Policy”) issued by Title Company, together with Buyer shall receive a copy of the documents forming Title Commitment and the basis for each exception therein Existing Survey. Except as expressly set forth in Section 4.2.1(a), all title exceptions and matters set forth in the Title Commitment and on the Existing Survey shall be deemed Permitted Exceptions and are hereby approved by the Buyer, subject to the following: (a) At the Closing, Seller shall obtain releases of (i) the deed of trust or mortgage and other current financing items created by Seller encumbering the Property, and (ii) any liens encumbering the Property, including but not limited to liens affirmatively placed on the Property by Seller after the effective date of the Title Commitment (“Exception DocumentsPost Effective Date Seller Encumbrances”), except for liens created by Buyer or Buyer’s Representatives. Purchaser Other than as set forth in this Agreement (including without limitation the first sentence of this Section 4.2.1(a), and Section 4.2.1(b)), Seller shall not be required to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, nor shall the Buyer have any right of action against Seller, at its expense law or in equity, for Seller’s inability to convey title subject only to the Permitted Exceptions. (b) Notwithstanding the foregoing, if Seller is unable to convey title subject only to the Permitted Exceptions, and the Buyer has not, prior to the Closing Date, given notice to Seller that the Buyer is willing to waive objection to each title exception which is not a Permitted Exception, Seller shall have the right to obtain a new ALTA survey with respect to the Real Property relating to each Facility (each, a “Survey”). On or before the earlier to occur of (a) the expiration of the Inspection Period or (b) ten (10) days after Purchaser’s receipt of the Commitments, all Exception Documents and the Surveys (or any updates to any of the foregoing), Purchaser will advise Seller in writing of Purchaser’s approval or disapproval of any exceptions to title in any Commitment or any Surveyright, in PurchaserSeller’s sole discretion, setting forth with specificity the item(s) which Purchaser disapproves; provided, however, if any such updates with respect to any Commitment are received by Purchaser prior to Closing, Purchaser shall have an additional five (5) business days following Purchaser’s receipt of such update and legible copies of all documents referenced therein to notify Seller in writing of Purchaser’s objections to items shown on any such update which were not disclosed on the previously delivered Commitment, Surveys or Exception Documents, regardless of the expiration of the Inspection Period and any scheduled Closing. If Purchaser indicates by written notice to Seller its disapproval of any exceptions to title with respect to any Commitment, then Seller will advise Purchaser within five (5) days thereafter by written notice to Purchaser whether Seller can and will remove the items Purchaser disapproves. Seller will have no duty or obligation of any kind or nature to remove items to which Purchaser objects and may, in its sole and absolute discretion, choose to (a) take such action as Seller shall deem advisable to attempt to discharge or cause the Title Company to insure over each such title exception which is not a Permitted Exception or (b) terminate this Agreement, subject to the provisions of Section14.20. Nothing in this Section 4.2.1(b) shall require Seller, despite any election by Seller to attempt to discharge or cause the Title Company to insure over any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or all of such objectionable items with respect to expend any Commitment. Subject moneys therefor, other than respecting the liens described in Section 4.2.1(a)(i) and (ii), Post Effective Date Seller Encumbrances and the Post Effective Date Monetary Encumbrances (as hereinafter defined). (c) Notwithstanding the foregoing, at the Closing, in addition to releasing any Post Effective Date Seller Encumbrances which the terms of Section 9 hereof, if Seller Buyer does not indicate waive its objection to pursuant to Section 4.2.1(b), Seller shall obtain a release of any lien encumbering the Property after the effective date of the Title Commitment which may be removed or insured over by written notice to Purchaser within such 5-day period that it will remove all such objectionable items, then, unless within five the payment of a sum of money (5) days thereafter Purchaser advises Seller in writing that Purchaser is terminating this Agreement, Purchaser will have accepted the condition of title and will proceed to Closing as to all Facilities. Those title exceptions to which Purchaser made no objection or to which Purchaser waived its objections will be Permitted Exceptionsa “Post Effective Date Monetary Encumbrance”).

Title Commitment; Survey. (a) Seller has heretofore caused to be delivered to Purchaser: (i) the Title Commitment (ii) available copies of all title exception documents referred to in the Title Commitment; and (iii) the Existing Survey. At Closing, Purchaser will order a preliminary commitment (eachshall cause the Title Commitment to be updated. Purchaser may, a “Commitment”) for an owner’s policy of title insurance with respect to each Facility in form if it so elects and substance acceptable to Purchaser in at its sole discretion (eachcost and expense, arrange for the preparation of a “Title Policy”) issued by Title Companyrevised, together with updated or recertified version of the Existing Survey. Upon receipt of any revised or updated version of the Existing Survey, Purchaser shall promptly deliver a copy of same to Seller. (b) If the documents forming Title Commitment (or any update thereto) or Existing Survey (or any update or revision thereto) discloses exceptions or matters other than the basis for each exception therein (the Permitted Exceptions, then on or before August 15, 2006 “Exception DocumentsObjection Date”), Purchaser shall notify Seller of any such exceptions or matters to which it objects. Any such exceptions or matters not objected to by Purchaser at its expense as aforesaid shall have become “Permitted Exceptions”. If Purchaser timely objects to any such exceptions or matters, then Seller shall, on or before August 18, 2006, deliver notice to Purchaser indicating whether Seller shall cause the right to obtain a new ALTA survey with respect to the Real Property relating to each Facility removal of such exceptions or matters (each, a “Survey”which removal may be by way of waiver or endorsement by Title Insurer). On Failure by Seller to deliver notice on or before such date shall be deemed to be an election by Seller not to cause the earlier removal of such exceptions or matters. If Seller elects (or is deemed to occur have elected) not to cause the removal of (a) any such exceptions or matters as aforesaid, Purchaser shall, prior to the expiration of the Inspection Period Due Diligence Period, have the option, as its sole and exclusive remedy, to either (a) waive the unsatisfied objections and close, or (b) ten (10) days after Purchaser’s receipt terminate this Agreement by written notice to Seller given prior to the expiration of the CommitmentsDue Diligence Period. If Purchaser so terminates this Agreement, then the Exxxxxx Money shall be returned to Purchaser, and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination of this Agreement. If Purchaser does not so terminate this Agreement, then Purchaser shall consummate the Closing and accept title to the Property subject to all such exceptions and matters (in which event, all Exception Documents such exceptions and matters shall be deemed “Permitted Exceptions”). (c) Between the Objection Date and the Surveys (or any updates to any of the foregoing)Closing Date, Purchaser will advise may notify Seller in writing (the “Gap Notice”) of Purchaser’s approval or disapproval of any objections to exceptions to title in any that were not disclosed by the Title Commitment (or any Survey, in Purchaser’s sole discretion, setting forth with specificity an update thereto received by Purchaser prior to the item(s) which Purchaser disapprovesObjection Date); provided, however, if any such updates with respect to any Commitment are received by Purchaser prior to Closing, Purchaser shall have an additional five (5) business days following Purchaser’s receipt of such update and legible copies of all documents referenced therein to must notify Seller in writing of Purchaser’s objections to items shown on any each such update which were not disclosed on the previously delivered Commitment, Surveys or Exception Documents, regardless of the expiration of the Inspection Period and any scheduled Closing. If Purchaser indicates by written notice to Seller its disapproval of any exceptions to title with respect to any Commitment, then Seller will advise Purchaser objection within five (5) days thereafter by Business Days after receiving written notice from Title Company of the existence of same. If Purchaser delivers a Gap Notice to Seller, Purchaser whether and Seller can shall have the same rights and will remove the items Purchaser disapproves. Seller will have no duty or obligation of any kind or nature to remove items to which Purchaser objects and may, in its sole and absolute discretion, choose not to remove any or all of such objectionable items obligations with respect to any Commitment. Subject the objections contained within the Gap Notice as with respect to the terms of Section 9 hereofobjections made, if any, prior to the Objection Date; provided, however, that Seller does not indicate by written notice shall have two (2) Business Days to respond to any Gap Notice and Purchaser within shall have two (2) Business Days thereafter to elect either to waive any unsatisfied objection and close, or terminate, in accordance with the provisions of subsection 4.2(b) above, with the Closing Date being extended as necessary to accommodate such 5-day period that it will remove all such objectionable items, then, unless within five (5) days thereafter Purchaser advises Seller in writing that Purchaser is terminating this Agreement, Purchaser will have accepted the condition of title and will proceed to Closing as to all Facilities. Those title exceptions to which Purchaser made no objection or to which Purchaser waived its objections will be Permitted Exceptionsresponse periods.

Title Commitment; Survey. Purchaser will order (a) Seller shall cause to be delivered to Purchaser: (i) the Title Commitment no later than August 5, 2006; (ii) available copies of all title exception documents referred to in the Title Commitment no later than August 5, 2006; and (iii) an ALTA form update of and recertification of the Existing Survey to a preliminary commitment (eachcurrent date, a “Commitment”) for an owner’s policy of title insurance with respect to each Facility in form which update and substance acceptable recertification shall be delivered to Purchaser in no later than August 10, 2006. At Closing, Purchaser shall cause the Title Commitment to be updated. Purchaser may, if it so elects and at its sole discretion (eachcost and expense, arrange for the preparation of a “Title Policy”) issued by Title Companyrevised, together with updated or recertified version of the Existing Survey. Upon receipt of any such revised or updated version, of the Existing Survey, Purchaser shall promptly deliver a copy of same to Seller. (b) If the documents forming Title Commitment (or any update thereto) or Existing Survey (or any update or revision thereto) discloses exceptions or matters other than the basis for each exception therein (the Permitted Exceptions, then on or before August 15, 2006 “Exception DocumentsObjection Date”), Purchaser shall notify Seller of any such exceptions or matters to which it objects. Any such exceptions or matters not objected to by Purchaser at its expense as aforesaid shall have the right become “Permitted Exceptions”. If Purchaser timely objects to obtain a new ALTA survey with respect any such exceptions or matters (which Purchaser may do only if Purchaser agrees to cooperate and cause C-H Associates to execute and deliver such documents as are necessary to the Real Property relating removal of such exceptions and matters), then Seller shall, on or before August 18, 2006, deliver notice to each Facility Purchaser indicating whether Seller shall cause the removal of such exceptions or matters (each, a “Survey”which removal may be by way of waiver or endorsement by Title Insurer). On Failure by Seller to deliver notice on or before such date shall be deemed to be an election by Seller not to cause the earlier removal of such exceptions or matters. If Seller elects (or is deemed to occur have elected) not to cause the removal of (a) any such exceptions or matters as aforesaid, Purchaser shall, prior to the expiration of the Inspection Period Due Diligence Period, have the option, as its sole and exclusive remedy, to either (a) waive the unsatisfied objections and close, or (b) ten (10) days after Purchaser’s receipt terminate this Agreement by written notice to Seller given prior to the expiration of the CommitmentsDue Diligence Period. If Purchaser so terminates this Agreement, then the Exxxxxx Money shall be returned to Purchaser, and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination of this Agreement. If Purchaser does not so terminate this Agreement, then Purchaser shall consummate the Closing and accept title to the Property subject to all such exceptions and matters (in which event, all Exception Documents such exceptions and matters shall be deemed “Permitted Exceptions”). (c) Between the Objection Date and the Surveys (or any updates to any of the foregoing)Closing Date, Purchaser will advise may notify Seller in writing (the “Gap Notice”) of Purchaser’s approval or disapproval of any objections to exceptions to title in any that were not disclosed by the Title Commitment (or any Survey, in Purchaser’s sole discretion, setting forth with specificity an update thereto received by Purchaser prior to the item(s) which Purchaser disapprovesObjection Date); provided, however, if any such updates with respect to any Commitment are received by Purchaser prior to Closing, Purchaser shall have an additional five (5) business days following Purchaser’s receipt of such update and legible copies of all documents referenced therein to must notify Seller in writing of Purchaser’s objections to items shown on any each such update which were not disclosed on the previously delivered Commitment, Surveys or Exception Documents, regardless of the expiration of the Inspection Period and any scheduled Closing. If Purchaser indicates by written notice to Seller its disapproval of any exceptions to title with respect to any Commitment, then Seller will advise Purchaser objection within five (5) days thereafter by Business Days after receiving written notice from Title Company of the existence of same. If Purchaser delivers a Gap Notice to Seller, Purchaser whether and Seller can shall have the same rights and will remove the items Purchaser disapproves. Seller will have no duty or obligation of any kind or nature to remove items to which Purchaser objects and may, in its sole and absolute discretion, choose not to remove any or all of such objectionable items obligations with respect to any Commitment. Subject the objections contained within the Gap Notice as with respect to the terms of Section 9 hereofobjections made, if any, prior to the Objection Date; provided, however, that Seller does not indicate by written notice shall have two (2) Business Days to respond to any Gap Notice and Purchaser within shall have two (2) Business Days thereafter to elect either to waive any unsatisfied objection and close, or terminate, in accordance with the provisions of subsection 4.2(b) above, with the Closing Date being extended as necessary to accommodate such 5-day period that it will remove all such objectionable items, then, unless within five (5) days thereafter Purchaser advises Seller in writing that Purchaser is terminating this Agreement, Purchaser will have accepted the condition of title and will proceed to Closing as to all Facilities. Those title exceptions to which Purchaser made no objection or to which Purchaser waived its objections will be Permitted Exceptionsresponse periods.

Title Commitment; Survey. Purchaser will order a preliminary commitment (each, a “Commitment”) for an owner’s policy of title insurance with respect to each Facility in form The Buyer has received and substance acceptable to Purchaser in its sole discretion (each, a “Title Policy”) issued by Title Company, together with reviewed a copy of the documents forming Title Commitment and the basis for each exception therein Existing Survey. If at any time prior to Closing, the Buyer receives notice of additional Liens or other matters (including matters shown on any updated surveys) that are not Permitted Exceptions, or otherwise becomes aware of such matters (the “Exception DocumentsNew Title Matters”). Purchaser at its expense , then, in such event, Buyer shall have the right to obtain a new ALTA survey with respect to the Real Property relating to each Facility (each, a “Survey”). On or before the earlier to occur period of (a) the expiration of the Inspection Period or (b) ten (10) days after Purchaser’s receipt of notice of such New Title Matters as the Commitments, all Exception Documents period to review and the Surveys (object to or accept any updates to any of the foregoing), Purchaser will advise such New Title Matters. If Buyer notifies Seller in writing of Purchaser’s approval or disapproval of its objections to any exceptions to title in any Commitment or any Surveysuch New Title Matters within such ten (10) day period (a “Defect Notice”), in Purchaser’s sole discretion, setting forth with specificity the item(sthen Seller may elect either to: (i) which Purchaser disapproves; provided, howevercure or, if applicable, insure over (in a manner reasonably approved by Buyer) such New Title Matter at any such updates with respect to any Commitment are received by Purchaser time prior to Closing, Purchaser or (ii) take no action with regard thereto. Seller shall have an additional five (5) business days following Purchaser’s receipt of such update and legible copies of all documents referenced therein to notify Seller in writing of Purchaser’s objections to items shown on any such update which were not disclosed on the previously delivered Commitment, Surveys or Exception Documents, regardless of the expiration of the Inspection Period and any scheduled Closing. If Purchaser indicates by give Buyer written notice to Seller its disapproval of any exceptions to title with respect to any Commitment, then Seller will advise Purchaser Seller’s election within five (5) days thereafter by written after Seller’s receipt of Defect Notice from Buyer, provided that if such notice is not timely delivered, then Seller shall be deemed to Purchaser whether have elected to take no action with regard to any such matters. If Seller can and will remove the items Purchaser disapproves. Seller will have no duty or obligation of any kind or nature to remove items to which Purchaser objects and may, in its sole and absolute discretion, choose elects not to cure or remove any or all of such objectionable items with respect to any Commitment. Subject to the terms of Section 9 hereof, if Seller does not indicate by written notice to Purchaser within such 5-day period that it will remove all such objectionable itemsNew Title Matters, then, unless within five in any such event, Buyer may either (5x) days thereafter Purchaser advises terminate this Agreement by providing written notice of termination to Seller, or (y) purchase the Property without any reduction or abatement of the Purchase Price (other than the Seller Encumbrances that Seller is obligated to cure or remove of record set forth in writing Section 8.3(a) hereof); provided, however, that Purchaser is terminating if Seller Encumbrances in clause (iii) of the definition thereof exceed $500,000 in the aggregate, Buyer may either (A) terminate this Agreement, Purchaser will have accepted Agreement by providing written notice of termination to Seller or (B) purchase the condition Asset without any reduction or abatement of title and will proceed the Purchase Price except for a credit on the Closing Statement in an amount equal to Closing as to all Facilities. Those title exceptions to which Purchaser made no objection or to which Purchaser waived its objections will be Permitted Exceptionsthe excess of $500,000 over payments by Seller on account of Seller Encumbrances in clause (iii) of the definition thereof.

Title Commitment; Survey. Purchaser will order a preliminary (a) No later than thirty (30) days after the date of delivery of this Agreement, Seller shall obtain, at Seller's expense, and deliver to Buyer, the following: (i) An owner's policy title commitment (each, a “the "Title Commitment”") for an owner’s policy of title insurance with respect to each Facility the real estate owned by the Bank and used for its building and parking lots (the "Real Estate"). The Title Commitment shall: be from Chicago Title Insurance Company or other title insurance company authorized to do business in form Illinois and substance acceptable satisfactory to Purchaser Buyer; have an effective date as close as feasible to the date of delivery of such Title Commitment; commit the issuer to issue to the Bank on the Closing Date an American Land Title Association (ALTA) Form B title insurance policy having an effective date as of the Closing Date in its sole discretion the amount allocated to the Real Estate pursuant to, and with the endorsements listed on, Exhibit E (each, a “the "Title Policy”"); and show title vested in the Bank and free of all liens or encumbrances except Permitted Exceptions, as defined in Subsection 16.8 hereof. (ii) issued by Title Company, together with a copy of the documents forming the basis for each exception therein A survey (the “Exception Documents”). Purchaser at its expense shall have the right to obtain a new ALTA survey "Survey") with respect to the Real Property relating to each Facility (eachEstate, a “Survey”). On dated on or before after the earlier to occur of (a) the expiration date of the Inspection Period or Title Commitment. The Survey shall be an ALTA/ACSM 1988 Class A Survey, including Table 3 requirements 1 through 12, showing no survey defects other than Permitted Exceptions. (b) If the Title Commitment or the Survey discloses title exceptions other than Permitted Exceptions, Seller shall have ten (10) days after Purchaser’s receipt from the date of delivery thereof to have such exceptions cleared and removed from the CommitmentsTitle Commitment, all Exception Documents or to have the title insurer commit to insure against loss or damage that may be occasioned by such exceptions by an endorsement in form and the Surveys (or any updates substance satisfactory to any of the foregoing), Purchaser will advise Seller in writing of Purchaser’s approval or disapproval of any exceptions to title in any Commitment or any SurveyBuyer, in Purchaser’s Buyer's sole discretion. If the exceptions are not removed or endorsement over the exceptions is not obtained, setting forth with specificity the item(sBuyer may terminate this Agreement upon notice to Seller within fifteen (15) which Purchaser disapproves; provided, however, if any such updates with respect to any Commitment are received by Purchaser prior to Closing, Purchaser shall have an additional five (5) business days following Purchaser’s receipt of such update and legible copies of all documents referenced therein to notify Seller in writing of Purchaser’s objections to items shown on any such update which were not disclosed on the previously delivered Commitment, Surveys or Exception Documents, regardless of after the expiration of the Inspection Period and any scheduled Closing. If Purchaser indicates by written notice to Seller its disapproval of any exceptions to title with respect to any Commitment, then Seller will advise Purchaser within five (5) days thereafter by written notice to Purchaser whether Seller can and will remove the items Purchaser disapproves. Seller will have no duty or obligation of any kind or nature to remove items to which Purchaser objects and may, in its sole and absolute discretion, choose not to remove any or all of such objectionable items with respect to any Commitment. Subject to the terms of Section 9 hereof, if Seller does not indicate by written notice to Purchaser within such 510-day period that it will remove all such objectionable itemscure period, then, unless within five (5) days thereafter Purchaser advises Seller in writing that Purchaser is terminating this Agreement, Purchaser will have accepted or may elect to take title notwithstanding the condition of title and will proceed to Closing as to all Facilities. Those title exceptions to which Purchaser made no objection or to which Purchaser waived its objections will be Permitted Exceptionsexceptions.

Title Commitment; Survey. Purchaser will order Buyer has received a preliminary current title commitment (eachtogether with all of the documents referred to therein, a the “Title Commitment”) for an owner’s policy on \\Xxxxxxx\x\X\XX00 (Xxxxxxxxxxx)\XX00-000 (Xxxx of Three Forest Plaza)\Docs\P&S Agmt01.doc the Property showing the status of title insurance with respect to each Facility in form and substance acceptable the Property as of the date of the Title Commitment. Seller has also delivered to Purchaser in its sole discretion (each, a “Title Policy”) issued by Title Company, together with Buyer a copy of the documents forming the basis for each exception therein Seller’s survey (the “Exception DocumentsSurvey”) of the Property. Buyer shall have the right, at its cost, to have the Survey updated and in the event that Buyer elects to update the Survey, then Buyer agrees to deliver a copy of such updated Survey to Seller and the Title Company. At Closing, Seller shall reimburse Buyer for the cost of such new or updated survey, with Seller’s reimbursement for such new or updated survey not to exceed $6,500. Buyer shall have a period until 5 calendar days prior to the end of the Due Diligence Period to review the Title Commitment and the Survey to specifically state in writing any objections (“Objections”). Purchaser Any items appearing in the Title Commitment or the Survey, which Buyer does not object to within said time period and any Objection which remains uncured as of the end of the Due Diligence Period shall be deemed a “Permitted Exception.” If Buyer gives written notice of any Objections, Seller shall use its best efforts to cure any Objections relating to the payment of liens created by Seller, and may, but shall have no obligation, to cure all non-lien Objections. Seller shall, on or before the end of the Due Diligence Period, advise Buyer which Objections have been or will not be cured. Buyer hereby objects to any deed of trust, mechanics or similar lien filed against the Property and, to the extent such liens were created by or as a result of Seller’s acts, Seller agrees to cause such liens to be released by Seller or Seller’s lender’s at its expense or prior to Closing. If Buyer gives notice of the existence of Objections and Seller does not, for any or no reason, cure the Objections on or before the end of the Due Diligence Period, Buyer shall have the right to obtain a new ALTA survey with respect either (i) terminate this Agreement effective upon giving written notice thereof to Seller and the Title Company and thereupon, Buyer shall be entitled to the Real return of the Deposit and this Agreement and all obligations hereunder shall thereupon terminate, except those which expressly survive termination; or (ii) waive the Objections and consummate the purchase of the Property relating subject to each Facility (eachthe Objections, a “Survey”)which shall be included within the Permitted Exceptions without any abatement or reduction of the Purchase Price. On If Buyer fails to terminate this Agreement on or before the earlier to occur of (a) the expiration end of the Inspection Period or (b) ten (10) days after Purchaser’s receipt of the CommitmentsDue Diligence Period, all Exception Documents and the Surveys (or any updates to any of the foregoing), Purchaser will advise Seller in writing of Purchaser’s approval or disapproval of any exceptions to title in any Commitment or any Survey, in Purchaser’s sole discretion, setting forth with specificity the item(s) which Purchaser disapproves; provided, however, if any such updates with respect to any Commitment are received by Purchaser prior to Closing, Purchaser shall have an additional five (5) business days following Purchaser’s receipt of such update and legible copies of all documents referenced therein to notify Seller in writing of Purchaser’s objections to items shown on any such update which were not disclosed on the previously delivered Commitment, Surveys or Exception Documents, regardless of the expiration of the Inspection Period and any scheduled Closing. If Purchaser indicates by written notice to Seller its disapproval of any exceptions to title with respect to any Commitment, then Seller will advise Purchaser within five (5) days thereafter by written notice to Purchaser whether Seller can and will remove the items Purchaser disapproves. Seller will have no duty or obligation of any kind or nature to remove items to which Purchaser objects and may, in its sole and absolute discretion, choose not to remove any or all of such objectionable items with respect to any Commitment. Subject to the terms of Section 9 hereof, if Seller does not indicate by written notice to Purchaser within such 5-day period that it will remove all such objectionable items, then, unless within five (5) days thereafter Purchaser advises Seller in writing that Purchaser is terminating this Agreement, Purchaser will have accepted the condition of title and will proceed to Closing as to all Facilities. Those title exceptions to which Purchaser made no objection or to which Purchaser waived its objections Buyer will be deemed to have elected to proceed under clause (ii) above. The Permitted ExceptionsExceptions shall also include the standard printed exceptions included in Texas T-1 form Commitment for Title Insurance.