Common use of Title Commitment Clause in Contracts

Title Commitment. Buyer shall be responsible for obtaining, no later than the end of the Due Diligence Period, a commitment from the Title Company to issue at Closing a policy of title insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (the “Commitment”). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration of the Due Diligence Period, the title reflected in the Preliminary Title Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion of the Purchase Price sufficient to discharge such Seller Lien at Closing.

Title Commitment. Buyer Within ten (10) Days after the date hereof, Purchaser shall be responsible for obtaining, no later than the end of the Due Diligence Period, obtain a commitment from the Title Company to issue at Closing a for an owner policy of title insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (the “Preliminary Title Commitment”) issued by Chicago Title Insurance Company (the “Title Insurer”), insuring Purchaser’s title to the Real Property. Purchaser shall provide Seller a copy of the title commitment when received. Within thirty days of the delivery of the Preliminary Title Commitment and Survey pursuant to Section 6.16, Purchaser shall provide a written notice (“Objection Notice”) to Seller of any material defects or exceptions in the Preliminary Title Commitment and Survey to which Purchaser reasonably objects and is not willing to accept as a Permitted Encumbrance. If no Objection Notice is given to Seller by the time period specified in the preceding sentence, then Purchaser shall be deemed to have accepted all such defects, exceptions and Encumbrances set forth in the Preliminary Title Commitment and Survey, all of which shall be deemed to be Permitted Encumbrances hereunder. Seller will provideshall have sixty (60) days (the “Cure Period”) from receipt of the Objection Notice to cure any material defect or exceptions, at Closing, an affidavit failing which Purchaser shall have the option to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment either (i) terminate this Agreement by giving written notice to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to no later than five days following the expiration of the Due Diligence PeriodCure Period or (ii) be deemed to have accepted the Real Property subject to all such uncured defects, the title reflected exceptions and Encumbrances set forth in the Preliminary Title Report (or any updated title report) Commitment and Survey, all of which shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion of the Purchase Price sufficient to discharge such Seller Lien at ClosingPermitted Encumbrances hereunder.

Title Commitment. Buyer Within forty-five (45) days after the Effective Date of this Contract, Purchaser, at its cost and expense, shall be responsible procure for obtaining, no later than the end of the Due Diligence Period, a commitment from the Title Company to issue at Closing a policy of itself an ALTA Form B standard title insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement commitment (the “Commitment”), issued by the Title Company, showing the condition of Seller’s title to the Real Estate. Purchaser shall, within ten (10) days after receipt of the Commitment, notify Seller of any unacceptable physical or other defects therein disclosed. Seller will provideshall have thirty (30) days (or such longer period as Purchaser may in writing approve) in which to cure or remove any such unacceptable defects, at Closing, an affidavit to the Title Company extent Seller elects to cure or remove them. If Seller is unwilling or unable to remove such defects within said period, Purchaser may either (a) cancel and terminate this Contract upon written notice to Seller, in which event Escrow Agent shall immediately return the form attached hereto Xxxxxxx Money to Purchaser and neither party shall have any further obligation to one another under this Contract except for those liabilities which expressly survive the termination of this Contract, or (b) waive such defects and proceed to Closing. If Purchaser fails to notify Seller of an objection to an exception to title as Exhibit J. Buyer shall deliver reflected on the Commitment within the time period provided above, then Purchaser shall be deemed to Seller together with a letter from Buyer to Seller stating that have accepted the status of title as reflected therein. Any exceptions to title reflected in on the Commitment are approved by Buyer. If Buyer does not provide Seller to which Purchaser fails to timely object, or that Purchaser has waived as described above, shall be deemed a “Permitted Exception.” Purchaser shall bear the cost and expense of any search or examination fees, premiums, or other charges associated with the Commitment and such letter prior to the expiration of the Due Diligence PeriodCommitment, the title reflected in the Preliminary Title Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to curepolicy, and Buyer shall not be entitled any endorsements to any offset or credit against the Purchase Price due totitle policy that Purchaser wishes to obtain; except that if, any defect in the upon examination, title to the Property or any condition or aspect of the PropertyReal Estate should be found defective and this Contract is terminated as set forth above, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a pay the title endorsement for any liens examination charges up to Two Hundred Fifty Dollars and NO/100 (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion of the Purchase Price sufficient to discharge such Seller Lien at Closing$250.00).

Title Commitment. Buyer Purchaser shall obtain the Commitment, if any. Purchaser shall have until the expiration of December 19, 1997, to examine the conditions of the title and the Existing Real Property Conditions, and approve or disapprove the same. In the event the title to the Real Property, as shown on the Commitment, or any of the Existing Real Property Conditions, shall be responsible for obtainingdisapproved in writing by Purchaser, no later than the end Seller shall have a period of the Due Diligence Period, a commitment thirty (30) days from the Title Company receipt of Purchaser's written notice of disapproval in which to issue at Closing a policy of cure any title insurance in a form acceptable to Buyer, which is defect or exception specified by Purchaser or not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties permitted under this Agreement (the “Commitment”"Title Objections"). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration of the Due Diligence Period, the title reflected in the Preliminary Title Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to cure, and Buyer shall not be entitled Seller agrees to any offset or credit against the Purchase Price due to, any defect in the title use reasonable efforts to the Property or any condition or aspect of the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretiondo so; provided, however, that in no event shall Seller's liability to cure such defects or exceptions, other than mortgages or deeds of trust granted by Seller, exceed FIFTEEN THOUSAND DOLLARS ($15,000.00) in the aggregate. If Seller shall removebe unable to cure the Title Objections within the time period permitted above, bond overSeller shall advise Purchaser in writing. If Seller does not cure the Title Objections to Purchaser's personal satisfaction within the permitted time, Purchaser may (i) terminate this Agreement upon written notice to Seller, and the parties hereto shall be released from all obligations hereunder, or obtain (ii) waive in writing those Title Objections which Seller is unable to cure after a title endorsement for any liens (“good faith effort by Seller Liens”) that affect to cure same and proceed to close this Agreement pursuant to the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created byprovisions hereof, or (iii) extend the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in time for an amount and on terms required by of time Purchaser, in its sole discretion, deems necessary for Seller to cure the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion of the Purchase Price sufficient to discharge such Seller Lien at ClosingObjections.

Title Commitment. Buyer shall be responsible for obtaining, no Not later than sixty (60) days after the end Purchaser's request with respect to each Real Property parcel, and provided that the legal description of the Due Diligence Periodparcel has been adequately identified, a Owner shall furnish Purchaser the commitment from of the Title Company Insurer to issue at Closing a policy an ALTA Form B Owner's Policy of title insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations covering each parcel of the parties under this Agreement Real Property (the “individually "Title Commitment”"). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the legible copies of all documents appearing as exceptions to title reflected insurance coverage in the case of each parcel of Real Property. Not later than ninety (90) days after receipt of each Title Commitment, Purchaser shall notify Owner in writing of those exceptions set forth on Schedule B to each Title Commitment which Purchaser will not accept as permitted exceptions to title. Any item on Schedule B to each Title Commitment or any state of facts shown on any survey to which Purchaser does not object within such ninety (90) days shall become permitted exceptions to title (the "Permitted Exceptions"). Mortgages, deeds of trust, mechanics' liens, tax liens, and judgment liens affecting any parcel comprising part of the Real Property are approved not Permitted Exceptions (regardless of whether specifically objected to by BuyerPurchaser or not) and must therefore be cleared by Owner at or prior to each parcel's respective Conveyance Date. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration Purchaser timely disapproves of the Due Diligence Periodcertain other exception(s), the title reflected in the Preliminary Title Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer Owner shall have the right to instruct cure any disapproved items within thirty (30) days of Owner's receipt of Purchaser's objection. Owner shall notify Purchaser of its election in writing within five (5) days after receipt of Purchaser's notice. If Owner elects not to cure such disapproved items, or elects to cure and fails to do so, Purchaser may elect, on or before the Title Company, as escrow agentConveyance Date to any parcel of the Real Property which is the subject of Purchaser's notice, to apply either (i) terminate this Contract, to the extent of that specifically affected parcel of Real Property, in which event Purchaser shall be entitled to Liquidated Damages, or (ii) accept title such as Owner is willing to convey, with the further right to deduct from the next installment of the cash portion Purchase Price the cost of removing such objections, provided such objection is of a portion nature where removal is possible by payment of a predetermined liquidated amount. If that is not the case, Purchaser may still accept such title as Seller can convey, but no adjustment to the Purchase Price sufficient would be granted to discharge Purchaser; or (iii) select, in cooperation with Seller/Owner, an alternate parcel at such Seller Lien Resort in accordance with the provisions of the definition of Real Property as well as Article XIII hereof. Any objection arising after Purchaser's notice to Seller or Owner pursuant to this Section may be referred to Owner for disposition as set forth herein, regardless of when (after Purchaser's initial notice) such objection arises, up to and at ClosingConveyance Date for the subject parcel.

Title Commitment. Buyer Purchaser, at its expense and within ten (10) days after the date of this Agreement, shall be responsible for obtainingorder a commitment of title insurance, no later than the end together with copies of the Due Diligence Period, a commitment from the Title Company to issue at Closing a policy of documents evidencing any title insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement exceptions (the “Commitment”), to insure Purchaser’s interest as owner of the Real Property from and after the Effective Date, from the Title Company. Purchaser will promptly notify Seller of receipt of the Commitment and send Xxxxxx’s counsel a copy of the Commitment. If the Commitment discloses exceptions to title that are not described by clauses (A) and (B) of Section 2.4(a)(i) of this Agreement, Purchaser will providenotify Seller of such exceptions within ten (10) days after Purchaser receives the Commitment. If Purchaser gives notice of any such exceptions, at ClosingSeller shall have a period of ten (10) days thereafter to notify Purchaser whether or not it will remove, or cause the removal of, any of such exceptions by the Effective Date. If Seller elects, by written notice to Purchaser within such ten (10) day period not to remove, or cause to be removed, any such exceptions (failure of Seller to timely make an affidavit election in writing shall be deemed an election by Seller to remove, or cause to be removed, any such exceptions), Purchaser shall then have a period of ten (10) days after receipt of such election by Seller not to remove such exceptions to either (A) proceed to Closing as provided herein or (B) terminate this Agreement by written notice to Seller of such election, in which event all further rights and obligations of the parties hereunder will terminate. Notwithstanding the foregoing, Seller shall be obligated to cure and satisfy of record (or make arrangements satisfactory to the Title Company in to insure over) (Y) any lien which Seller places on the form attached hereto as Exhibit J. Buyer shall deliver Real Property after the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration of the Due Diligence Period, the title reflected in the Preliminary Title Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to curedate hereof, and Buyer shall not be entitled to (Z) any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Property, to monetary lien which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall can be cured by through the Closing Date. For purposes payment of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion of the Purchase Price sufficient to discharge such Seller Lien at Closingmoney.

Title Commitment. Buyer shall be responsible for obtaining, no later than the end of the Due Diligence Period, a commitment from the Title Company to issue at Closing a policy of title insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (the “Commitment”). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration of the Due Diligence Period, the title reflected in the Preliminary Title Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx Molina or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion of the Purchase Price sufficient to discharge such Seller Lien at Closing.

Title Commitment. Buyer Within ten (10) days after the Effective Date, Seller shall be responsible furnish to Purchaser a title commitment (the "Commitment"), by the terms of which Title Company, as issuing agent for obtainingChicago Title Insurance Corporation, no later than the end of the Due Diligence Period, a commitment from the Title Company agrees to issue to Purchaser at Closing a an owner's policy of title insurance (the "Title Policy") in a form acceptable to Buyer, which is not conditioned the amount of the Purchase Price on the performance by any party or third party standard ALTA form used in the State of any actions other than Florida, insuring Purchaser's fee simple title to the express obligations Real Property to be good and marketable, subject to the terms of such policy and the title exceptions. As used herein, the term "Title Objection Period" shall mean a period commencing on the first day following Seller's delivery to Purchaser of the parties under this Agreement Survey and Commitment and ending ten (10) days thereafter. All matters shown on the “Commitment”). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the Survey and exceptions to title reflected listed in the Commitment which are approved not objected to by Buyer. If Buyer does not provide Purchaser by delivery of written notice to Seller with within the Commitment and such letter prior to the expiration of the Due Diligence Period, the title reflected in the Preliminary Title Report (or any updated title report) Objection Period shall be conclusively deemed unacceptable and disapprovedto be acceptable to Purchaser. In the event Purchaser timely objects to any title exception or Survey matter ("Title Objection"), this Agreement shall terminate and the DepositSeller may, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to cure, and Buyer but shall not be entitled to any offset or credit against the Purchase Price due obligated to, any defect in the title to the Property or any condition or aspect of the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretioncure such Title Objection; provided, however, that if Seller is able and willing to eliminate or cure such Title Objection, Seller shall removenotify Purchaser in writing within five (5) days after the Title Objection Period ("Seller's Notice Period") of such facts (said notice hereinafter called "Seller's Title Notice"), bond over, in which case the elimination or obtain a title endorsement for any liens (“Seller Liens”) that affect curing of the Property and that are not liens for taxes or assessments accruing Title Objection shall be completed on or after before the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy Date (as defined in Section 5.37.1). In the event Seller does not deliver Seller's Title Notice to Purchaser within Seller's Notice Period, Purchaser is deemed to be notified that Seller is unable or unwilling to cure the Title Objection. In the event Seller (i) as reasonably determined by Buyerdoes not deliver Seller's Title Notice, or (ii) notifies Purchaser that Seller is unable or unwilling to cure any Title Objection, Purchaser shall be deemed to have waived the Title Objections unless, within five (5) days following the expiration of Seller's Notice Period, Purchaser delivers to Seller written notice terminating this Agreement. If such cure is Notwithstanding anything herein to the contrary, in the event that Purchaser's right to terminate this Agreement pursuant to any provision of this Section 5.1 has not accomplished by expired prior thereto, it shall expire upon expiration of the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate Inspection Period. As used in this Agreement, the term "Permitted Exceptions" shall mean all matters either shown on the Survey or listed in the Commitment as either exceptions or exclusions to which case Purchaser does not raise a Title Objection within the Deposit Title Objection Period or, having objected, Purchaser waives or is deemed to have waived in accordance with the provisions of this Section 5. 1. Notwithstanding the foregoing, Purchaser and Seller acknowledge that although Seller has no obligation to cure any title matters (whether or not the same constitute Title Objections), Seller does agree (subject to Purchaser's full performance hereunder) to deliver title to the Property at Closing free and clear of any and all liens of the deeds of trust and/or mortgages created by Seller, as reflected on the Commitment. Furthermore, Seller has no obligation to ensure that the Title Company will provide extended or comprehensive coverage or any endorsements or amendments thereto, all of which, if Purchaser elects to obtain such coverage, shall be returned Purchaser's responsibility and shall be at Purchaser's expense. In the event of termination of this Agreement pursuant to Buyerthis Section 5.1, or waive such objection upon Purchaser's delivery of the Documents and complete the Closing subject Purchaser's Information, the Earnest Money shall xx xxxivered to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer Purchaser and thereafter neither party shall have any further rights or obligations hereunder, except for the right rights and obligations arising pursuant to instruct the Title CompanySections 3.3, as escrow agent, to apply a portion of the Purchase Price sufficient to discharge such Seller Lien at Closing3.5 and 7.4.

Title Commitment. Buyer shall be responsible for obtaining, no later than the end Within twenty (20) days of the Due Diligence PeriodEffective Date, Seller shall cause to be issued to Buyer a title insurance commitment from issued by the Title Company, setting forth the status of title to the Golf Club and showing all encumbrances and other matters affecting the Golf Club (as endorsed, the “Title Commitment”) and committing the Title Company to issue at Closing Seller’s expense an ALTA owner’s policy in the amount of the Purchase Price (“Title Policy”). Simultaneously with delivery of the Title Commitment, Buyer and Buyer’s attorney shall be provided with copies of all documentary exceptions evidenced by the Title Commitment. Within the time period in which Buyer is permitted to review the Title Commitment, Buyer may also obtain, at Buyer’s expense, a policy survey of the Golf Club prepared by a licensed surveyor (the “Survey”). The “Title Agent” shall be Akerman LLP, as agent for the Title Company. If any matters of title insurance in a form acceptable are objectionable to Buyer, which is not conditioned on Buyer will deliver to Title Agent within forty-five (45) days after the performance by Effective Date, a written letter describing any party or third party objectionable matters of any actions other than the express obligations of the parties under this Agreement (the “Commitment”). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration of the Due Diligence Period, the title reflected in the Preliminary Title Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyertitle. Seller shall have no duty obligation to cureexpend any moneys or incur any liability to cure such objections, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect Buyer’s sole remedy in the event that Seller fails or refuses to cure any such objection shall be to terminate this Contract within the Inspection Period. Seller shall respond to Buyer within ten (10) days after receipt of Buyer’s described objectionable matters of title if Seller intends to cure such objections. Failure of Seller to respond within ten (10) days to Buyer’s described objectionable matters of title shall be deemed to be a refusal by Seller to cure said objections. If Buyer fails to terminate this Contract within the Property or any condition or aspect Inspection Period, all of the Propertytitle exceptions reflected in the Title Commitment or on the Survey, other than those which Seller may have elected or deemed to which have elected to cure and other than monetary liens, shall be deemed Permitted Exceptions. Additionally, Buyer may objectobject in writing as to matters adverse to title that become of record after the effective date of the Title Commitment and, except as may be agreed provided such objections are not cured by Seller in writingbefore Closing, in its sole Buyer may, by delivery of written notice to Seller and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, Contract in which case Escrow Agent shall return the Deposit shall be returned Xxxxxxx Money to Buyer, or waive whereupon this Contract shall terminate and Buyer and Seller shall be relieved of further liability hereunder, except for such objection indemnification and complete other obligations as may, under the Closing subject to such exceptionexpress terms hereof, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion survive termination of the Purchase Price sufficient to discharge such Seller Lien at Closingthis Contract.

Title Commitment. Buyer Within ten five (105) Business Days after the Effective Date, Seller shall be responsible for obtaining, no later than the end of the Due Diligence Period, a commitment deliver request from the Title Company to issue at Closing a policy the title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title insurance of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of- way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a form acceptable to Buyer, period (the "Review Period") ending on the date which is not conditioned fifteen (15) business days after the date on which Purchaser receives the performance by any party or third party last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any actions other than objections Purchaser has to any matters shown or referred to in the express obligations of the parties under this Agreement Title Commitment (the “CommitmentObjection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller will providean Objection Notice, Seller shall have the right, but not the obligation, at Closingits sole cost, an affidavit to eliminate or modify such unacceptable exceptions or conditions and give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions thereof within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the Title Company satisfaction of Purchaser within Seller's Cure Period, then in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment that event Seller or Purchaser may terminate this Contract by providing written notice to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter other party at any time at or prior to the expiration of the Due Diligence Inspection Period, the title reflected in the Preliminary Title Report (or any updated title report) shall be deemed unacceptable and disapproved, which event this Agreement Contract shall terminate and the Depositparties hereto shall have no further obligations one to the other. In the event Purchaser fails to timely terminate the Contract as aforesaid, together with all interest thereon, Purchaser shall be returned deemed to Buyerhave elected to waive any such unacceptable conditions and exceptions and proceed to Closing. Seller shall have no duty obligation to cureremove or cure title objections, except for (1) liens of an ascertainable amount created by Seller (including any financing which encumbers the Property), which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Escrow Agent, as title insurer, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Purchaser’s consent, and Buyer shall (3) non-consensual liens not be entitled to any offset or credit against the Purchase Price due to, any defect exceeding $25,000 in the title to the Property or any condition or aspect of the Propertyaggregate, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that liens Seller shall remove, bond over, or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after cause to be released at the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured affirmatively insured over by the Closing Date. For purposes of this Section 5.1, a “cure” of a Escrow Agent as title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion of the Purchase Price sufficient to discharge such Seller Lien at Closinginsurer.

Title Commitment. Buyer Promptly following the Effective Date, Purchaser shall be responsible for obtaining, no later than the end of the Due Diligence Period, a commitment from the Title Company to issue at Closing a policy of title insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (the “Commitment”). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating request that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration of the Due Diligence Period, the title reflected in the Preliminary Title Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in Escrow Agent cause the title to the Property to be examined, and, to arrange for the issuance to Purchaser of a written commitment for the issuance to Purchaser of a standard form of owner’s title insurance policy for the Property. If such title examination or commitment shall disclose any condition liens, encumbrances, restrictions, easements or aspect other title defects, matters or exceptions which render title unmarketable or otherwise prohibit its continued operation as a multifamily project (the “Unacceptable Title Exceptions”), then Seller shall undertake to remedy or eliminate any such Unacceptable Title Exceptions, at the sole cost and expense of Seller, in a manner reasonably satisfactory to Purchaser; provided that Purchaser shall have given Seller written notice of any such Unacceptable Title Exceptions within fifteen (15) calendar days following its receipt of the Propertytitle commitment (the “Title Examination Period”) which shall remain subject to a title continuation for new matters reflected on any title update as of the date of closing. Notwithstanding the foregoing, Seller shall have the obligation, at its sole cost and expense, to which Buyer may objectdischarge any and all liens, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond overmortgages, or obtain a title endorsement for any liens (“Seller Liens”) that affect assessments otherwise affecting the Property or its ability to convey the Property and that are such shall not liens for taxes or assessments accruing be considered Unacceptable Title Exceptions hereunder. If Purchaser shall not deliver the title commitment to Seller of any Unacceptable Title Exceptions prior to 6:00 p.m. Eastern Time on or after the Closing and that are not created bylast day of the Title Examination Period, or the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and then Purchaser shall be cured by deemed to have waived any objections to the Closing Date. For condition of the title to the Property for purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by BuyerAgreement. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit Seller shall be returned unable to Buyer, remedy or waive such objection and complete eliminate the Closing subject Unacceptable Title Exceptions prior to such exception, provided that if Seller refuses to remove a Seller Lien at the scheduled Closing, Buyer then at Purchaser's sole election, within fifteen (15) days of receipt of Seller’s notice of its inability to remedy the Unacceptable Title Exceptions, Purchaser shall have the right to instruct i) terminate this Agreement and Escrow Agent shall promptly refund to Purchaser the full amount of the Deposit, ii) extend the Closing by such reasonable amount of time reasonably necessary to allow Seller to remedy or eliminate the Unacceptable Title CompanyExceptions, as escrow agentor iii) the parties shall proceed to Closing pursuant to the terms of this Agreement in accordance with and subject to the terms and conditions hereof, to apply a portion of without an abatement in the Purchase Price sufficient for the Property. The failure of Seller to discharge respond in writing to any notice of Purchaser setting forth any Unacceptable Title Exceptions within four (4) business days of its receipt thereof shall be deemed to be an election by Seller to undertake to remedy or eliminate such Seller Lien at ClosingUnacceptable Title Exceptions.

Title Commitment. Buyer Seller shall be responsible for obtaining, no later than the end of the Due Diligence Period, obtain and furnish Purchaser and its counsel a commitment from the Title Company to issue at Closing a policy of for title insurance in a form acceptable (hereinafter referred to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (as the “Commitment”). Seller will provide, at Closing, an affidavit with respect to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller Property together with a letter from Buyer true and legible copies of all items referred to Seller stating that as exceptions in such Commitment within ten (10) days after the date of Seller’s execution of this Agreement. The Commitment shall be dated no earlier than this Agreement and shall show title to the Property to be in Seller’s name. Purchaser shall approve or disapprove the exceptions to title reflected in prior to the Commitment are approved by Buyerend of the Feasibility Study Period. If Buyer does not provide Purchaser shall fail to give any notice of objections in writing to Seller with the Commitment and such letter prior to the expiration of the Due Diligence Feasibility Study Period, the title reflected in the Preliminary Title Report (or any updated title report) Purchaser shall be deemed to have approved the exceptions to title set forth in the Commitment and shall have waived any objection it may have to the exceptions to title set forth in the Commitment and described or shown on the Survey but not as to matters of title affecting the Property arising or discovered after the effective date of the Commitment not caused by Purchaser and not reflected on the Survey. If Purchaser finds any such exceptions to title set forth in the Commitment to be unacceptable, then Purchaser shall, prior to the expiration of the Feasibility Study Period, notify Seller in writing of such fact. Seller may, but shall not have any obligation to, then undertake to eliminate or modify such unacceptable and disapprovedexceptions to the reasonable satisfaction of Purchaser. In the event Seller delivers written notice to Purchaser that it is unwilling or unable to eliminate or modify such unacceptable exceptions to the satisfaction of Purchaser after notice of such unacceptable items, Purchaser may, at its option, terminate this Agreement shall terminate and the Depositby written notice to Seller, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the Purchaser may accept title to the Property or any in the condition or aspect set forth in the Commitment, with the elimination of such unacceptable matters as have been obtained, provided that in such event no adjustment shall be made to the purchase price. If Purchaser proceeds to close the purchase of the Property, then all matters shown as exceptions to which Buyer may objectSeller’s title in the Commitment (other than ones that have been objected to by Purchaser and have been cured by Seller), except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion of the Purchase Price sufficient to discharge such Seller Lien at ClosingPermitted Exceptions.

Title Commitment. Buyer shall be responsible for obtainingSeller has, no later than prior to the end of the Due Diligence PeriodEffective Date, a commitment from the delivered or caused First American Title Insurance Company to issue at Closing a policy of title insurance in a form acceptable deliver to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement a title commitment (the “Commitment”) with respect to the Property, together with a legible copy of each instrument that is listed as an exception in the Commitment, with the cost thereof to be paid in accordance with Section 7.4 hereof. Buyer shall have five (5) days after the Effective Date to examine same and to notify Seller in writing of its objections to title (all items so objected to being hereinafter referred to as the “Objectionable Items”). All matters affecting title to the Property as of the date of the Commitment, except those specifically and timely objected to by Buyer in accordance with this Section, shall be deemed approved by Buyer and shall be deemed to be “Permitted Exceptions.” If Buyer timely notifies Seller will provideof any Objectionable Items, Seller may, but shall not be obligated to, cure or remove same; however, Seller agrees to consult with Title Insurer in order to determine which Objectionable Items, if any, Title Insurer is willing to remove, all with no action required on the part of Seller. Anything in this Agreement to the contrary notwithstanding, Seller shall, prior to closing, cure any monetary liens created by Seller. If Seller and/or Title Insurer does cure or remove all such Objectionable Items, Buyer shall have no further right to terminate this Agreement pursuant to this Article except with respect to subsequent matters affecting title and survey as set forth in Section 5.3 herein. Such Objectionable Items shall be deemed cured or removed if Title Insurer issues a revised Commitment to issue, at Closing, an affidavit to the ALTA Owner’s Policy of Title Company Insurance in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration amount of the Due Diligence PeriodPurchase Price in favor of Buyer, the title reflected in the Preliminary with such Objectionable Items having been removed as exceptions or insured over by Title Report Insurer. Seller shall notify Buyer, within ten (10) days after Seller’s receipt of Buyer’s notice of Objectionable Items, as to which Objectionable Items Seller and/or Title Insurer are willing or any updated title report) able to cure or remove (“Seller’s Election”); and if no such notice is given within such time period, Seller shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty elected not to cure, and Buyer shall not be entitled to cure any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by BuyerObjectionable Items. If such Seller is unwilling or unable to cure is not accomplished by some or all of the Closing DateObjectionable Items, BuyerBuyer shall, as its sole and exclusive remedyremedy in such event, may either terminate this Agreementmake an election in writing (“Buyer’s Election”), in which case within five (5) business days after receipt by Buyer of Seller’s Election (or the Deposit shall be returned expiration of the time period for Seller to Buyer, or waive such objection and complete the Closing subject to such exception, provided that make Seller’s Election if Seller refuses fails to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion send notice of the Purchase Price sufficient to discharge such Seller Lien at Closing.Seller’s Election) either:

Title Commitment. Buyer shall be responsible for obtainingobtain, no later than the end of the Due Diligence Period, a commitment from the Title Company to issue at Closing a policy or policies of title insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (the “Commitment”). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration of the Due Diligence Period, the title reflected in the Preliminary Title Report Reports (or any updated title reportreports) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyerapproved. Seller shall have no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title endorsement for any monetary liens voluntarily created by Seller that affect the Property (“Seller Liens”) that affect the Property and that are not ), other than liens for taxes or assessments to the extent accruing on or after the Closing and that are not or liens created by, or resulting from the result of actions of, Buyer, Xxxxxx Buyer or any of their respective affiliates, agents, employees or contractorsthird party. Any cure that Seller has so agreed to perform or is are obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion of the Purchase Price sufficient to discharge such Seller Lien at Closing.

Title Commitment. Seller shall, within five (5) business days after the Effective Date, obtain and deliver to Buyer shall be responsible a current commitment for obtaining, no later than an ALTA Owner’s Title Insurance Policy (the end of the Due Diligence Period, a commitment “Title Commitment”) from the Title Company relating to issue at Closing the Property in an amount equal to the Purchase Price for the Property. The title commitment delivered hereunder shall be conclusive evidence of good and marketable title as therein shown, subject only to those exceptions as therein stated. Buyer shall have the right to have a policy of title insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement survey (the “CommitmentUpdated Survey”). Seller will provide, ) of the Property prepared at Closing, an affidavit to the sole cost and expense of Buyer and Buyer shall order such Updated Survey within three (3) days of receipt of the Title Company Commitment. Buyer shall have until five (5) business days after receipt of the Title Commitment and Updated Survey, if applicable (the “Title Review Period”) to give Seller a detailed notice objecting to any exception or condition contained in the form attached hereto as Exhibit J. Buyer shall deliver Title Commitment or the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by BuyerUpdated Survey. If Buyer does not provide give notice of any objections to Seller with within the Commitment and such letter prior Title Review Period, Buyer shall be deemed to have approved the expiration of title as shown in the Due Diligence PeriodTitle Commitment, the title reflected in exceptions, and all matters shown on the Preliminary Title Report (existing survey or the Updated Survey, if any, and any updated title report) such exceptions or matters shall be deemed unacceptable and disapprovedbecome “Permitted Exceptions”. If Buyer provides timely objections, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty five (5) business days after receipt of Buyer’s notice (the “Title Cure Period”) in which to cureelect, and by written notice to Buyer shall (“Seller’s Title Notice”), either (A) to cure Buyer’s objections, or (B) not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretioncure Buyer’s objections; provided, however, that notwithstanding the foregoing, Seller shall remove, bond over, have no obligation whatsoever to cure or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx or attempt to cure any of their respective affiliatesBuyer’s objections. Notwithstanding the preceding sentence, agentsSeller shall be obligated, employees at Closing, to cause Title Company to remove deeds of trust, mortgages, security deeds or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing other security liens encumbering the Property, except the currently existing mortgage in favor of Lender which will be assumed by Buyer, which are caused by or due to the acts of Seller (the “Required Cure Items”). In the event Seller is unable to cause the Title Company to remove or insure over any Required Cure Items, Buyer’s sole remedy shall be to terminate the Agreement at which time the Title Company shall return the Xxxxxxx Money to Buyer and the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination). In the event that Seller fails to provide such written notice of its election to proceed under either clause (A) or (B) above, Seller shall be deemed to have elected clause (B) above. If Buyer provides timely objections and all of Buyer’s objections are not cured (or agreed to be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by Seller prior to Closing) within the Title Company Cure Period for elimination any reason, then, within five (5) days after receipt or deemed receipt of such exception from the Seller’s Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing DateNotice, BuyerBuyer shall, as its sole and exclusive remedy, may either waiving all other remedies, either: (x) terminate this AgreementAgreement by giving a termination notice to Seller, in at which case time Title Company shall return the Deposit Xxxxxxx Money to Buyer and the parties shall be returned to Buyerhave no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Buyer’s title as shown in the Title Commitment, the title exception documents, the existing survey or the Updated Survey, if any, and any such objection and complete the Closing subject uncured objections shall become “Permitted Exceptions”. If Seller does not timely receive notice of Buyer’s election to such exception, provided that if Seller refuses to remove a Seller Lien at Closingterminate under this Section, Buyer will be deemed to have waived the uncured objections and such uncured objections shall have the right to instruct the Title Company, as escrow agent, to apply a portion of the Purchase Price sufficient to discharge such Seller Lien at Closingbecome “Permitted Exceptions”.

Title Commitment. Buyer Not more than five (5) Business Days after the Effective Date, Seller shall be responsible for obtaining, no later than the end of the Due Diligence Period, deliver to Purchaser a commitment from the issued by Title Company to issue at Closing a for an owner’s extended coverage policy of title insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (the “Commitment”). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with copies of all documents referenced as exceptions therein. Purchaser shall also be permitted to obtain an as-built survey (the “Survey”) of the Property. Purchaser shall advise Seller in writing (a letter from Buyer to Seller stating that “Title Objection Notice”) not later than 5:00 p.m. (Pacific Time) on December 2, 2013 (the “Title Objection Date”) of any encumbrances, outstanding interests or title exceptions to title reflected in the Commitment together with any matters shown or described on the Survey to which Purchaser objects (the “Title Objections”). Any encumbrances, outstanding interests or title exceptions which are approved by Buyer. If Buyer either set forth in the Commitment or which are shown on the Survey to which Purchaser does not provide Seller with so object by the Commitment and such letter prior to the expiration Title Objection Date shall, for all purposes of the Due Diligence Periodthis Agreement, the title reflected in the Preliminary Title Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall to be returned to Buyer“Permitted Exceptions”. Seller shall have no duty five (5) Business Days from its receipt of a Title Objection Notice to curenotify Purchaser in writing whether Seller commits to cause the Title Objections to be removed or insured against at Closing. If Seller does not commit to remove or provide insurance against any Title Objection, Purchaser’s sole remedy shall be to either (i) proceed with this transaction and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of purchase the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, any Title Objections that Seller has not committed to remove or insure over shall remove, bond overbe considered Permitted Exceptions, or obtain a title endorsement for any liens (“Seller Liens”ii) that affect elect not to proceed to purchase the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, by giving Seller written notice of such election within five (5) Business Days after receiving Seller’s response to the Title Objection Note, in which case this Agreement shall terminate, the Deposit shall be returned to BuyerPurchaser and neither Seller nor Purchaser shall have any further obligations under this Agreement, or waive except such objection obligations of the parties that expressly survive the termination of this Agreement. If Purchaser fails to give notice of its intent to terminate this Agreement in accordance with the immediately preceding sentence, Purchaser shall be deemed to have elected to proceed with this transaction and complete purchase the Closing subject to such exceptionProperty, provided and any Title Objections that if Seller refuses has not committed to remove or insure over shall be considered Permitted Exceptions. Purchaser shall have three (3) Business Days following its receipt of a supplemental to the Commitment to notify Seller Lien at Closingof its objection to any encumbrances, Buyer outstanding interests or title exceptions disclosed by such supplemental and to respond to Seller’s response thereto and Seller shall have three (3) Business Days to respond to any Title Objection Notice relating to said supplemental and the parties shall have the right same rights and remedies as set forth above with respect to instruct any such objections. To the Title Companyextent necessary, as escrow agentthe Closing shall be extended to accommodate the forgoing time periods. Notwithstanding any provision of this Section 6.1, Seller will be obligated to apply a portion remove exceptions to title to the Property relating to (i) liens and security interests securing loans obtained by Seller, (ii) any other monetary liens or security interests, (iii) all taxes and assessments due and payable for or applicable to any period prior to the Closing, and (iv) all exceptions or matters created by Seller after the effective date of this Agreement without the Purchase Price sufficient to discharge such Seller Lien at Closingprior written consent of Purchaser.

Title Commitment. Buyer Seller has contemporaneously or heretofore delivered to Purchaser the Title Commitment issued through the Title Company and setting forth the state of title to the Property, and all exceptions to coverage which would appear in the Title Policy, together with copies of all instruments identified in the Title Commitment as exceptions to title. Purchaser, at its sole cost and expense, may cause the Title Commitment to be updated before any scheduled Closing hereunder. If after receipt of the original or an updated Title Commitment, together with copies of the instruments referred to therein as exceptions, Purchaser determines that any matter disclosed by the original or an updated Title Commitment which has not previously been approved by Purchaser (or deemed approved by Purchaser failing to timely make objection thereto) is unacceptable to Purchaser in its reasonable business judgment, Purchaser shall so notify Seller in writing specifying such objectionable matters on or before five (5) days after the date Purchaser actually receives a copy of such original or updated Title Commitment, together with copies of the instruments referenced therein. Seller shall have a period of ten (10) days following the receipt of such notice from Purchaser to cure such defect (provided that, subject to the provisions provided in this paragraph, Seller shall not be obligated to cure any such title defect, and, in the event the defect is cured, the date of all subsequent Closing(s) set forth in the Take Down Schedule will be extended for a period of time equal to the period of time, if any, such original Closing was delayed). If (i) Seller is unable or unwilling to cure such defects within the ten (10)-day period or (ii) Seller gives written notice to Purchaser that it is unwilling or unable to cure Purchaser's objection, Purchaser may, as Purchaser's sole and exclusive remedies, either (a) terminate this Contract within five (5) days after expiration of such ten (10)-day period or receipt of Seller's notice to Purchaser (as the case may be) as to all Lots Purchaser has not acquired (in which case neither party shall have any further obligations hereunder except as otherwise provided herein), (b) maintain this Contract in effect with the obligation to purchase all Lots at the subsequent Closing(s) subject to such defects not cured by Seller which will be included in the definition of Permitted Exceptions and with a mutually acceptable reduction in the Lot Purchase Price or, (c) maintain this Contract in effect and remove any Lots with uncured and unacceptable defects. If Purchaser fails to notify Seller of such election within the prescribed five (5)-day period, Purchaser shall be deemed to have selected alternative (b) with the effect that Purchaser has waived its right to terminate this Contract. Notwithstanding any provision hereof to the contrary, Seller shall be responsible for obtaining(and cure) all liens, no later than security interests, or similar encumbrances securing indebtedness imposed on the end of Property by Seller (the Due Diligence Period"Monetary Liens"), a commitment all mechanics and materialmen's liens encumbering the Property due to Seller's acts or omissions (unless such matters result from the Title Company to issue at Closing a policy of title insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (the “Commitment”). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration of the Due Diligence Period, the title reflected in the Preliminary Title Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion of the Purchase Price sufficient to discharge such Seller Lien at Closing.

Title Commitment. During the Option Term and in any event before Buyer shall be responsible exercises the Option, Buyer shall, at Buyer’s expense, obtain a title insurance commitment (the “Title Commitment”) for obtaining, no later than the end of the Due Diligence Period, a commitment from the Title Company to issue at Closing a an ALTA owner’s policy of title insurance on the Real Property in a form an amount acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement Buyer (the “CommitmentTitle Policy”) issued by a national title insurance company acceptable to Buyer (the “Title Insurer”), together with copies of all recorded instruments which are the subject of the requirements and proposed special exceptions listed in the Title Commitment (the “Title Documents”). Seller will provide, at Closing, an affidavit to Buyer shall furnish Owner a copy of the Title Company Commitment, the Title Documents, and if obtained by Xxxxx, the Survey. Within ten (10) days after Xxxxx’s receipt of the Title Commitment, Title Documents, and if applicable, Survey, Buyer shall notify Owner in writing (“Buyer’s Objection Notice”) of any matters listed in the form attached hereto as Exhibit J. Title Commitment which are objectionable to Buyer shall deliver (herein the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration of the Due Diligence Period, the title reflected in the Preliminary “Title Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Property, to Objections,” which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and term shall not include the bonding ofPermitted Title Exceptions). Within ten (10) days after receipt of Buyer’s Objection Notice, Owner shall notify Buyer in writing (the “Cure Notice”) which Title Objections, if any, Owner elects to cure. If Xxxxx has not received a Cure Notice within said 10-day period, the same shall be deemed to constitute Owner’s election not to cure any of the Title Objections. Owner shall not be obligated to cure any of Buyer’s Title Objections. Notwithstanding the foregoing and if Buyer exercises the Option, Owner agrees (a) to cooperate with Xxxxx’s cure of any reasonable Title Objections that can be cured, (b) to satisfy any requirements contained in the Title Commitment relating to Owner’s authority to consummate the sale transaction, (c) to execute and deliver the Closing Documents it is required to execute. If Owner does not elect, or endorsement over unless is deemed to have elected not, to cure any Title Objections, Buyer’s only options shall be either (i) to terminate this Agreement and elect not to exercise the Option or if already exercises, rescind the exercise of the Option (which right is hereby granted) by giving written notice of such bonding is in an amount and on terms required by election (the “Termination Notice”) within twenty-five (25) days after Buyer’s receipt of the Title Company for elimination of such exception from the Commitment, Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing DateDocuments, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be returned to BuyerSurvey, or waive such objection (ii) to elect to preserve the Option in effect and complete if already exercised or thereafter exercised, accept title to the Closing Real Property subject to such exception, provided that if Seller refuses any Title Objections which Owner has elected not to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion of the Purchase Price sufficient to discharge such Seller Lien at Closingcure.

Title Commitment. Buyer shall be responsible for obtaining, no Not later than seven (7) days before the end of the Due Diligence Investigation Period, a commitment from the Title Company to issue at Closing a policy of title insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (the “Commitment”). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer Purchaser shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with a written notice of any matters on the Title Commitment and to which Purchaser objects. Within seven (7) days after Seller’s receipt of notice of Purchaser’s objections, Seller shall provide written notice to Purchaser as to whether Seller will cure any such letter prior objections or refuse to cure the expiration objections. Except as otherwise provided herein as to monetary liens, in no event shall Seller be obligated to cure any objections. If Seller fails to deliver notice of the Due Diligence Periodits election to Purchaser, the title reflected in the Preliminary Title Report (or any updated title report) Seller shall be deemed unacceptable to have elected not to cure the objections. In the event Seller elects, or is deemed to have elected, not to cure any objections, then Purchaser shall have the right to either waive the objection and disapprovedproceed to Closing, this Agreement shall terminate and in which event the Deposit, together with all interest thereon, exception shall be returned to Buyer. Seller shall have no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond overdeemed a Permitted Exception, or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Xxxxxx or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case event the Deposit shall be returned immediately refunded to BuyerPurchaser and the parties shall have no further rights or objections hereunder. In the event Purchaser fails to deliver to Seller written notice of its election within seven (7) days after Seller’s notice of Seller’s election, then Purchaser shall be deemed to have elected to waive the objections and proceed to Closing. All objections that are waived, or waive such objection and deemed to be waived by Purchaser shall become Permitted Exceptions. In the event Seller elects to cure any objections, Seller shall have until Closing to complete the Closing subject cure of such objections to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion reasonable satisfaction of the Purchase Price sufficient to discharge such Seller Lien at ClosingPurchaser.