Common use of Title Commitment; Survey Clause in Contracts

Title Commitment; Survey. (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 current date, which update and recertification shall be delivered to Purchaser 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 cost and expense, arrange for the preparation of a revised, 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 Title Commitment (or any update thereto) or Existing Survey (or any update or revision thereto) discloses exceptions or matters other than the Permitted Exceptions, then on or before August 15, 2006 “Objection 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 as aforesaid shall become “Permitted Exceptions”. If Purchaser timely objects to 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 removal of such exceptions and matters), then Seller shall, on or before August 18, 2006, deliver notice to Purchaser indicating whether Seller shall cause the removal of such exceptions or matters (which removal may be by way of waiver or endorsement by Title Insurer). Failure by Seller to deliver notice on or before such date shall be deemed to be an election by Seller not to cause the removal of such exceptions or matters. If Seller elects (or is deemed to have elected) not to cause the removal of any such exceptions or matters as aforesaid, Purchaser shall, prior to the expiration of the Due Diligence Period, have the option, as its sole and exclusive remedy, to either (a) waive the unsatisfied objections and close, or (b) terminate this Agreement by written notice to Seller given prior to the expiration of the Due 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 such exceptions and matters shall be deemed “Permitted Exceptions”). (c) Between the Objection Date and the Closing Date, Purchaser may notify Seller in writing (the “Gap Notice”) of objections to exceptions to title that were not disclosed by the Title Commitment (or an update thereto received by Purchaser prior to the Objection Date); provided, however, Purchaser must notify Seller of each such objection within five (5) Business Days after receiving written notice from Title Company of the existence of same. If Purchaser delivers a Gap Notice to Seller, Purchaser and Seller shall have the same rights and obligations with respect to the objections contained within the Gap Notice as with respect to the objections made, if any, prior to the Objection Date; provided, however, that Seller shall have two (2) Business Days to respond to any Gap Notice and Purchaser 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 response periods.

Title Commitment; Survey. Buyer shall receive a copy of the Title Commitment and the 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 cause to be delivered to Purchaser: obtain releases of (i) the Title Commitment no later than August 5deed of trust or mortgage and other current financing items created by Seller encumbering the Property, 2006; and (ii) available copies any liens encumbering the Property, including but not limited to liens affirmatively placed on the Property by Seller after the effective date of all title exception documents referred to in the Title Commitment no later (“Post Effective Date Seller Encumbrances”), except for liens created by Buyer or Buyer’s Representatives. Other than August 5as set forth in this Agreement (including without limitation the first sentence of this Section 4.2.1(a), 2006; and (iii) an ALTA form update 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 and recertification of action against Seller, at law or in equity, for Seller’s inability to convey title subject only to the Existing Survey to a current date, which update and recertification shall be delivered to Purchaser 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 cost and expense, arrange for the preparation of a revised, 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 SellerPermitted Exceptions. (b) If Notwithstanding the Title Commitment (or any update thereto) or Existing Survey (or any update or revision thereto) discloses exceptions or matters other than foregoing, if Seller is unable to convey title subject only to the Permitted Exceptions, then on or before August 15, 2006 “Objection 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 as aforesaid shall become “Permitted Exceptions”. If Purchaser timely objects to 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 removal of such exceptions and matters), then Seller shall, on or before August 18, 2006, deliver notice to Purchaser indicating whether Seller shall cause the removal of such exceptions or matters (which removal may be by way of waiver or endorsement by Title Insurer). Failure by Seller to deliver notice on or before such date shall be deemed to be an election by Seller not to cause the removal of such exceptions or matters. If Seller elects (or is deemed to have elected) not to cause the removal of any such exceptions or matters as aforesaid, Purchaser shallBuyer has not, prior to the expiration of Closing Date, given notice to Seller that the Due Diligence PeriodBuyer is willing to waive objection to each title exception which is not a Permitted Exception, Seller shall have the optionright, as its in Seller’s sole and exclusive remedyabsolute discretion, to either (a) waive take such action as Seller shall deem advisable to attempt to discharge or cause the unsatisfied objections and close, Title Company to insure over each such title exception which is not a Permitted Exception or (b) terminate this Agreement by written notice to Seller given prior Agreement, subject to the expiration 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 Due Diligence Period. If Purchaser so terminates this AgreementTitle Company to insure over any title exceptions, then to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than respecting the Exxxxxx Money shall be returned to Purchaserliens described in Section 4.2.1(a)(i) and (ii), Post Effective Date Seller Encumbrances 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 Post Effective Date Monetary Encumbrances (in which event, all such exceptions and matters shall be deemed “Permitted Exceptions”as hereinafter defined). (c) Between Notwithstanding the Objection foregoing, at the Closing, in addition to releasing any Post Effective Date and Seller Encumbrances which the Closing DateBuyer does not waive its objection to pursuant to Section 4.2.1(b), Purchaser may notify Seller in writing (shall obtain a release of any lien encumbering the “Gap Notice”) Property after the effective date of objections to exceptions to title that were not disclosed by the Title Commitment which may be removed or insured over by the payment of a sum of money (or an update thereto received by Purchaser prior to the Objection Datea “Post Effective Date Monetary Encumbrance”); provided, however, Purchaser must notify Seller of each such objection within five (5) Business Days after receiving written notice from Title Company of the existence of same. If Purchaser delivers a Gap Notice to Seller, Purchaser and Seller shall have the same rights and obligations with respect to the objections contained within the Gap Notice as with respect to the objections made, if any, prior to the Objection Date; provided, however, that Seller shall have two (2) Business Days to respond to any Gap Notice and Purchaser 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 response periods.

Title Commitment; Survey. Buyer has received a current title commitment (atogether with all of the documents referred to therein, the “Title Commitment”) 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 to the Property as of the date of the Title Commitment. Seller has also delivered to Buyer a copy of Seller’s survey (the “Survey”) 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 cause reimburse Buyer for the cost of such new or updated survey, with Seller’s reimbursement for such new or updated survey not to be delivered exceed $6,500. Buyer shall have a period until 5 calendar days prior to Purchaser: (i) the end of the Due Diligence Period to review the Title Commitment no later than August 5, 2006; and the Survey to specifically state in writing any objections (ii) available copies of all title exception documents referred to “Objections”). Any items appearing in the Title Commitment no later than August 5or the Survey, 2006; which Buyer does not object to within said time period and (iii) an ALTA form update of and recertification any Objection which remains uncured as of the Existing Survey to a current date, which update and recertification end of the Due Diligence Period shall be delivered deemed a “Permitted Exception.” If Buyer gives written notice of any Objections, Seller shall use its best efforts to Purchaser no later than August 10cure any Objections relating to the payment of liens created by Seller, 2006. At Closing, Purchaser shall cause the Title Commitment to be updated. Purchaser and may, if it so elects and at its sole cost and expensebut shall have no obligation, arrange for the preparation of a revised, updated or recertified version of the Existing Surveyto cure all non-lien Objections. 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 Title Commitment (or any update thereto) or Existing Survey (or any update or revision thereto) discloses exceptions or matters other than the Permitted Exceptions, then on or before August 15, 2006 “Objection 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 as aforesaid shall become “Permitted Exceptions”. If Purchaser timely objects to 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 removal of such exceptions and matters), then Seller shall, on or before August 18, 2006, deliver notice to Purchaser indicating whether Seller shall cause the removal of such exceptions or matters (which removal may be by way of waiver or endorsement by Title Insurer). Failure by Seller to deliver notice on or before such date shall be deemed to be an election by Seller not to cause the removal of such exceptions or matters. If Seller elects (or is deemed to have elected) not to cause the removal of any such exceptions or matters as aforesaid, Purchaser shall, prior to the expiration 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 option, as its sole and exclusive remedyProperty and, to either (a) waive the unsatisfied objections and closeextent 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 (b) terminate this Agreement by written notice to Seller given Seller’s lender’s at or prior to Closing. If Buyer gives notice of the expiration 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. If Purchaser so terminates , Buyer shall have the right to either (i) terminate this AgreementAgreement effective upon giving written notice thereof to Seller and the Title Company and thereupon, then the Exxxxxx Money Buyer shall be returned entitled to Purchaser, the return of the Deposit and neither party shall have any further rights or obligations under this Agreement and all obligations hereunder shall thereupon terminate, except those which expressly survive termination of this Agreement. If Purchaser does not so terminate this Agreement, then Purchaser shall termination; or (ii) waive the Objections and consummate the Closing and accept title to purchase of the Property subject to all such exceptions and matters (in the Objections, which event, all such exceptions and matters shall be deemed “included within the Permitted Exceptions”). (c) Between the Objection Date and the Closing Date, Purchaser may notify Seller in writing (the “Gap Notice”) of objections to exceptions to title that were not disclosed by the Title Commitment (Exceptions without any abatement or an update thereto received by Purchaser prior to the Objection Date); provided, however, Purchaser must notify Seller of each such objection within five (5) Business Days after receiving written notice from Title Company reduction of the existence of samePurchase Price. If Purchaser delivers a Gap Notice Buyer fails to Sellerterminate this Agreement on or before the end of the Due Diligence Period, Purchaser and Seller shall Buyer will be deemed to have the same rights and obligations with respect elected to the objections contained within the Gap Notice as with respect to the objections made, if any, prior to the Objection Date; provided, however, that Seller shall have two proceed under clause (2) Business Days to respond to any Gap Notice and Purchaser 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(bii) above, with . The Permitted Exceptions shall also include the Closing Date being extended as necessary to accommodate such response periodsstandard printed exceptions included in Texas T-1 form Commitment for Title Insurance.

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) 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 expiration of the Existing Survey Inspection Period or (b) ten (10) days after Purchaser’s receipt of the Commitments, all Exception Documents and the Surveys (or any updates to a current dateany 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 update and recertification shall be delivered Purchaser disapproves; provided, however, if any such updates with respect to any Commitment are received by Purchaser no later than August 10, 2006. At prior to Closing, Purchaser shall cause the Title Commitment to be updated. Purchaser may, if it so elects and at its sole cost and expense, arrange for the preparation of a revised, updated or recertified version of the Existing Survey. Upon 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 revised update which were not disclosed on the previously delivered Commitment, Surveys or updated versionException Documents, regardless of the Existing Survey, Purchaser shall promptly deliver a copy of same to Seller. (b) If the Title Commitment (or any update thereto) or Existing Survey (or any update or revision thereto) discloses exceptions or matters other than the Permitted Exceptions, then on or before August 15, 2006 “Objection 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 as aforesaid shall become “Permitted Exceptions”. If Purchaser timely objects to 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 removal of such exceptions and matters), then Seller shall, on or before August 18, 2006, deliver notice to Purchaser indicating whether Seller shall cause the removal of such exceptions or matters (which removal may be by way of waiver or endorsement by Title Insurer). Failure by Seller to deliver notice on or before such date shall be deemed to be an election by Seller not to cause the removal of such exceptions or matters. If Seller elects (or is deemed to have elected) not to cause the removal of any such exceptions or matters as aforesaid, Purchaser shall, prior to the expiration of the Due Diligence Period, have the option, as its sole Inspection Period and exclusive remedy, to either (a) waive the unsatisfied objections and close, or (b) terminate this Agreement any scheduled Closing. If Purchaser indicates by written notice to Seller given prior to the expiration its disapproval of the Due 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 such exceptions and matters shall be deemed “Permitted Exceptions”). (c) Between the Objection Date and the Closing Date, Purchaser may notify Seller in writing (the “Gap Notice”) of objections to exceptions to title that were not disclosed by the Title Commitment (or an update thereto received by with respect to any Commitment, then Seller will advise Purchaser prior to the Objection Date); provided, however, Purchaser must notify Seller of each such objection within five (5) Business Days after receiving days thereafter by written notice from Title Company to Purchaser whether Seller can and will remove the items Purchaser disapproves. Seller will have no duty or obligation of the existence 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 same. If Purchaser delivers a Gap Notice to Seller, Purchaser and Seller shall have the same rights and obligations such objectionable items with respect to the objections contained within the Gap Notice as with respect any Commitment. Subject to the objections madeterms of Section 9 hereof, if anySeller does not indicate by written notice to Purchaser within such 5-day period that it will remove all such objectionable items, prior 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 the Objection Date; provided, however, that Seller shall have two (2) Business Days Closing as to respond all Facilities. Those title exceptions to any Gap Notice and which Purchaser shall have two (2) Business Days thereafter made no objection or 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 response periodswhich Purchaser waived its objections will be Permitted Exceptions.

Title Commitment; Survey. (a) Seller shall cause has heretofore caused 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, 2006Commitment; and (iii) an ALTA form update of and recertification of the Existing Survey to a current date, which update and recertification shall be delivered to Purchaser no later than August 10, 2006Survey. At Closing, Purchaser shall cause the Title Commitment to be updated. Purchaser may, if it so elects and at its sole cost and expense, arrange for the preparation of a revised, updated or recertified version of the Existing Survey. Upon receipt of any such revised or updated version, version of the Existing Survey, Purchaser shall promptly deliver a copy of same to Seller. (b) If the Title Commitment (or any update thereto) or Existing Survey (or any update or revision thereto) discloses exceptions or matters other than the Permitted Exceptions, then on or before August 15, 2006 “Objection 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 as aforesaid shall become “Permitted Exceptions”. If Purchaser timely objects to 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 removal of such exceptions and matters), then Seller shall, on or before August 18, 2006, deliver notice to Purchaser indicating whether Seller shall cause the removal of such exceptions or matters (which removal may be by way of waiver or endorsement by Title Insurer). Failure by Seller to deliver notice on or before such date shall be deemed to be an election by Seller not to cause the removal of such exceptions or matters. If Seller elects (or is deemed to have elected) not to cause the removal of any such exceptions or matters as aforesaid, Purchaser shall, prior to the expiration of the Due Diligence Period, have the option, as its sole and exclusive remedy, to either (a) waive the unsatisfied objections and close, or (b) terminate this Agreement by written notice to Seller given prior to the expiration of the Due 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 such exceptions and matters shall be deemed “Permitted Exceptions”). (c) Between the Objection Date and the Closing Date, Purchaser may notify Seller in writing (the “Gap Notice”) of objections to exceptions to title that were not disclosed by the Title Commitment (or an update thereto received by Purchaser prior to the Objection Date); provided, however, Purchaser must notify Seller of each such objection within five (5) Business Days after receiving written notice from Title Company of the existence of same. If Purchaser delivers a Gap Notice to Seller, Purchaser and Seller shall have the same rights and obligations with respect to the objections contained within the Gap Notice as with respect to the objections made, if any, prior to the Objection Date; provided, however, that Seller shall have two (2) Business Days to respond to any Gap Notice and Purchaser 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 response periods.

Title Commitment; Survey. The Buyer has received and reviewed a copy of the Title Commitment and the Existing Survey. If at any time prior to Closing, the Buyer receives notice of additional Liens or other matters (aincluding matters shown on any updated surveys) that are not Permitted Exceptions, or otherwise becomes aware of such matters (the “New Title Matters”), then, in such event, Buyer shall have a period of ten (10) days after receipt of notice of such New Title Matters as the period to review and object to or accept any such New Title Matters. If Buyer notifies Seller shall cause in writing of its objections to be delivered to Purchaserany such New Title Matters within such ten (10) day period (a “Defect Notice”), then Seller may elect either to: (i) the cure or, if applicable, insure over (in a manner reasonably approved by Buyer) such New Title Commitment no later than August 5Matter at any time prior to Closing, 2006; or (ii) available copies take no action with regard thereto. Seller shall give Buyer written notice of all title exception documents referred to in the Title Commitment no later than August Seller’s election within five (5, 2006; and (iii) an ALTA form update of and recertification of the Existing Survey to a current date, which update and recertification shall be delivered to Purchaser 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 cost and expense, arrange for the preparation of a revised, updated or recertified version of the Existing Survey. Upon days after Seller’s receipt of any Defect Notice from Buyer, provided that if such revised or updated version, of the Existing Survey, Purchaser shall promptly deliver a copy of same to Seller. (b) If the Title Commitment (or any update thereto) or Existing Survey (or any update or revision thereto) discloses exceptions or matters other than the Permitted Exceptions, then on or before August 15, 2006 “Objection Date”), Purchaser shall notify Seller of any such exceptions or matters to which it objects. Any such exceptions or matters notice is not objected to by Purchaser as aforesaid shall become “Permitted Exceptions”. If Purchaser timely objects to 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 removal of such exceptions and matters)delivered, then Seller shall, on or before August 18, 2006, deliver notice to Purchaser indicating whether Seller shall cause the removal of such exceptions or matters (which removal may be by way of waiver or endorsement by Title Insurer). Failure by Seller to deliver notice on or before such date shall be deemed to be an election by Seller not have elected to cause the removal of take no action with regard to any such exceptions or matters. If Seller elects (or is deemed to have elected) not to cause the removal of cure or remove any or all such New Title Matters, then, in any such exceptions or matters as aforesaidevent, Purchaser shall, prior to the expiration of the Due Diligence Period, have the option, as its sole and exclusive remedy, to Buyer may either (a) waive the unsatisfied objections and close, or (bx) terminate this Agreement by providing written notice of termination to Seller given prior to Seller, or (y) purchase the expiration Property without any reduction or abatement of the Due Diligence Period. If Purchaser so terminates this Agreement, then Purchase Price (other than the Exxxxxx Money shall be returned Seller Encumbrances that Seller is obligated to Purchaser, and neither party shall have any further rights cure or obligations under this Agreement except those which expressly survive termination remove 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 (record set forth in which event, all such exceptions and matters shall be deemed “Permitted Exceptions”). (cSection 8.3(a) Between the Objection Date and the Closing Date, Purchaser may notify Seller in writing (the “Gap Notice”) of objections to exceptions to title that were not disclosed by the Title Commitment (or an update thereto received by Purchaser prior to the Objection Datehereof); provided, however, Purchaser must notify that if Seller Encumbrances in clause (iii) of each such objection within five the definition thereof exceed $500,000 in the aggregate, Buyer may either (5A) Business Days after receiving terminate this Agreement by providing written notice from Title Company of termination to Seller or (B) purchase the Asset without any reduction or abatement of the existence of same. If Purchaser delivers Purchase Price except for a Gap Notice to Seller, Purchaser and Seller shall have credit on the same rights and obligations with respect Closing Statement in an amount equal to the objections contained within excess of $500,000 over payments by Seller on account of Seller Encumbrances in clause (iii) of the Gap Notice as with respect to the objections made, if any, prior to the Objection Date; provided, however, that Seller shall have two (2) Business Days to respond to any Gap Notice and Purchaser 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 response periodsdefinition thereof.