Common use of Title Commitment Clause in Contracts

Title Commitment. Within ten (10) business days after the Effective Date hereof, Purchaser, at its expense, shall cause the Title Company to issue and deliver to Purchaser and Seller the Title Commitment and copy of the Title Documents. If the Title Commitment discloses exceptions other than the Permitted Exceptions ("Unpermitted Exceptions"), Seller agrees to use good faith efforts to have any such Unpermitted Exceptions removed from the Title Commitment by the Title Company at or prior to Closing. Seller, in its discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate the Unpermitted Exceptions. In the event Seller is unable to eliminate the Unpermitted Exceptions on or before such adjourned Closing Date, Purchaser shall elect (i) to terminate this Contract by notice given to the Seller, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser's sole remedy hereunder and Purchaser and Seller shall have no further obligations to each other hereunder except as otherwise provided in Sections 3.04 and 3.05 of this Contract, or (ii) to accept title subject to such Unpermitted Exceptions and receive no credit against or reduction in the Purchase Price. Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Title Commitment, except that Seller shall pay or discharge any and all liens and encumbrances which can be satisfied by payment of a liquidated amount and are not created by or resulting from the acts of Purchaser.

Title Commitment. Within ten (10) business days after the Effective Date hereof, PurchaserBuyer acknowledges that Seller, at its sole cost and expense, has delivered to Buyer (and Buyer has otherwise received for the Intermarket Property) a commitment for an ALTA Standard Coverage Owner’s Policy of Title Insurance for each of the Properties (excepting the Phase II Property) in the full amount of the respective purchase prices (collectively, the “Title Commitment”). The Title Commitment shall cause show all matters affecting title to the Title Company Properties including all exceptions, easements, restrictions, rights- of-way, covenants, reservations and other conditions or encumbrances affecting the Properties and shall provide legible copies of all recorded documents constituting such exceptions. Prior to issue and deliver expiration of the Due Diligence Period (as defined below), Buyer shall provide written notice to Purchaser and Seller of any matter contained in the Title Commitment and copy of the Title Documentsto which Buyer objects. If Seller acknowledges that Xxxxx has provided such written objections to the Title Commitment discloses exceptions other than for all Properties (but for the Permitted Exceptions Intermarket Property, which Buyer shall submit to Seller within five ("Unpermitted Exceptions"5) days of execution of this Agreement). Within fifteen (15) days following execution of this Agreement, Seller agrees to Seller, in its sole discretion, shall (a) use its good faith efforts to have remove or cure any such Unpermitted Exceptions removed from the Title Commitment by the Title Company at matter, or prior to Closing. Seller, in its discretion, may adjourn the Closing for up to sixty (60b) days in order to eliminate the Unpermitted Exceptionsnotify Buyer that it cannot or will not remove such matter. In the event Seller is unable cannot or will not remove any such matter, Buyer may elect to eliminate the Unpermitted Exceptions on either waive such matter or before such adjourned Closing Date, Purchaser shall elect (i) to terminate this Contract by notice given to the Seller, Agreement (in which event case the Xxxxxxx Money shall and any interest accrued thereon will be returned to Purchaser as Purchaser's sole remedy hereunder and Purchaser and Seller shall have no further obligations to each other hereunder except as otherwise provided in Sections 3.04 and 3.05 of this Contract, or (ii) to accept title subject to such Unpermitted Exceptions and receive no credit against or reduction Buyer). Any matters contained in the Purchase Price. Seller Title Commitment to which Xxxxx does not timely object or which have been waived by Buyer shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Title Commitment, except that Seller shall pay or discharge any and all liens and encumbrances which can be satisfied by payment of a liquidated amount and are not created by or resulting from the acts of Purchaserdeemed “Permitted Exceptions”.

Title Commitment. Within As soon as practicable after the Effective Date, at Seller's expense, a title commitment that Purchaser agrees is satisfactory for an ALTA Form B owner's policy of title insurance ("Commitment") issued by the North American Title Company (the "Title Company"), in the amount of the Purchase Price showing marketable title in Seller. Title Company shall supply Purchaser with an endorsement updating the effective date of the commitment and disclosing any new matters of record within forty-eight (48) hours of the Effective Date. If the Commitment discloses exceptions to such title, Purchaser, within ten (10) business days after following the Effective Date hereof, Purchaser, at its expensedate on which Purchaser receives the Commitment, shall cause deliver to Seller written notice of Purchaser's objections, if any, to such exceptions. If Purchaser fails to deliver such written notice of objections to Seller within such ten (10) day period, Purchaser shall be deemed to have waived its right to object to such exceptions. If Purchaser shall so object to any such exceptions, Seller and the Title Company to issue and deliver to shall notify Purchaser and Seller within twenty (20) business days following the Title Commitment and copy date of Purchaser's notice of such objections that either (i) the Title Documents. If the Title Commitment discloses exceptions other than the Permitted Exceptions ("Unpermitted Exceptions")have been, Seller agrees to use good faith efforts to have any such Unpermitted Exceptions removed from the Title Commitment by the Title Company or will be at or prior to Closing. Seller, in its discretion, may adjourn removed from the Closing for up Commitment or are or will be insured over by the Title Company pursuant to sixty (60) days in order to eliminate the Unpermitted Exceptions. In the event Seller is unable to eliminate the Unpermitted Exceptions on or before such adjourned Closing Date, Purchaser shall elect (i) to terminate this Contract by notice given an endorsement to the Seller, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser's sole remedy hereunder and Purchaser and Seller shall have no further obligations to each other hereunder except as otherwise provided in Sections 3.04 and 3.05 of this ContractCommitment, or (ii) Seller has failed to accept title subject arrange to such Unpermitted Exceptions and receive no credit against have the exceptions removed or reduction in insured over by the Purchase PriceTitle Company. Seller shall will, if title is found unmarketable, use diligent efforts to correct defect(s) in title within the time provided therefore, but is not obligated to bring any suits to correct title. If Seller does not notify Purchaser that it has arranged to have no affirmative obligation hereunder to expend any funds the exceptions removed or incur any liabilities in order to cause any title exceptions to be removed from the Title Commitmentinsured over within said twenty (20) day period, except that Seller shall pay or discharge any and all liens and encumbrances which can be satisfied by payment of a liquidated amount and are not created by or resulting from the acts of Purchaser.Purchaser may elect either:

Title Commitment. Within ten (10a) business days after the Effective Date hereof, PurchaserBuyer shall be responsible, at its expense, shall cause for obtaining such title commitment in current ALTA form for the Owned Real Property (“Title Company to issue and deliver to Purchaser and Seller the Title Commitment and copy of the Title Documents. If the Title Commitment discloses exceptions other than the Permitted Exceptions ("Unpermitted Exceptions"), Seller agrees to use good faith efforts to have any such Unpermitted Exceptions removed from the Title Commitment Commitment”) issued by the Title Company at in the amount specified pursuant to Section 7.3. Buyer represents and warrants that Buyer has delivered to Seller all of its reasonable good faith objection to any title or other matters shown on the Title Commitment or Surveys by a written notice of objections delivered to Seller prior to Closingthe Effective Date and all such objections have been removed or cured to Buyer’s satisfaction. Seller, in its discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate the Unpermitted Exceptions. In the event Seller is unable to eliminate the Unpermitted Exceptions on or before such adjourned Closing Date, Purchaser shall elect (i) to terminate this Contract by notice given to the Seller, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser's sole remedy hereunder and Purchaser and Seller shall have no further obligations obligation to each other hereunder remove or cure title objections or title defects or encumbrances, except as otherwise provided in Sections 3.04 for the following items, which shall be removed or cured by Seller by or at Closing: (i) any lien for Taxes for calendar years prior to 2019 and 3.05 exceptions or encumbrances to title which are created by Seller after the date of this ContractAgreement and not permitted by Section 5.3(j). As to any such exceptions or objections raised by Buyer after the Effective Date, Seller shall have five (5) Business Days from the receipt of Buyer’s notice of objections to have such exceptions or objections removed, or, if acceptable to Buyer, to provide affirmative title insurance protection for such exceptions reasonably satisfactory to Buyer. If Seller fails either to provide for the removal of such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections satisfactory to Buyer in Buyer’s sole discretion within such ten (ii10) Business Day period, then Buyer may elect to terminate this Agreement by delivering written notice to Seller no later than three (3) Business Days following such period or accept title subject to such Unpermitted Exceptions and receive no credit against or the Owned Real Property “as is” without any reduction in the Purchase Price. Seller Buyer shall have no affirmative obligation hereunder the right at any time on or prior to expend the Closing Date to waive any funds or incur any liabilities objections that it may have made and, thereby, to preserve this Agreement in order to cause any title exceptions to be removed from the Title Commitment, except that Seller shall pay or discharge any full force and all liens and encumbrances which can be satisfied by payment of a liquidated amount and are not created by or resulting from the acts of Purchasereffect.

Title Commitment. Within ten Due to the extended length of time between the execution of this Agreement and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of Title to the Property as described above, Seller shall, not later than thirty (1030) business days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy (the "Title Commitment"), the cost of said commitment shall be paid by Buyer and reimbursed by Seller at Closing, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located (the "Title Company"), together with complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to title in the Title Commitment. Buyer shall have until thirty (30) days after the Effective Date hereof, Purchaser, at its expense, shall cause receipt of the Title Company Commitment, Exception Documents, and the Survey (the "Review Period") in which to issue and deliver notify Seller in writing of any objections Buyer has to Purchaser and Seller any matters shown or referred to in the Title Commitment. Any matters which are set forth in the Title Commitment and copy to which Buyer does not object within the Review Period shall be deemed to be permitted exceptions to the status of Seller's title (the Title Documents. If the Title Commitment discloses exceptions other than the "Permitted Exceptions ("Unpermitted Exceptions"), Seller agrees to use good faith efforts to have any such Unpermitted Exceptions removed from the Title Commitment by the Title Company at or prior to Closing. Seller, in its discretion, may adjourn the Closing for up to sixty Within twenty-nine (6029) days in order to eliminate after receipt of Buyer's objections, (the Unpermitted Exceptions. In the event "Cure Period") Seller is unable to eliminate the Unpermitted Exceptions on or before such adjourned Closing Date, Purchaser shall elect either: (i) cure all such matters objected to terminate this Contract by notice given to Buyer and notify Buyer in writing that the Seller, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser's sole remedy hereunder and Purchaser and Seller shall same have no further obligations to each other hereunder except as otherwise provided in Sections 3.04 and 3.05 of this Contract, or (ii) to accept title subject to such Unpermitted Exceptions and receive no credit against or reduction in the Purchase Price. Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Title Commitment, except that Seller shall pay or discharge any and all liens and encumbrances which can be satisfied by payment of a liquidated amount and are not created by or resulting from the acts of Purchaser.been cured; or

Title Commitment. Within ten (10) business days after the Effective Date hereof, PurchaserBuyer shall be responsible, at its expense, for obtaining such title commitment for the Owned Real Property (“Title Commitment”) issued by such title insurance company as shall cause the Title Company be acceptable to issue and deliver to Purchaser Buyer and Seller (the “Title Company”). Buyer shall be entitled to make any reasonable objection to any title matters shown on the Title Commitment and copy or Surveys by a written notice of the Title Documents. If the Title Commitment discloses exceptions other than the Permitted Exceptions ("Unpermitted Exceptions"), objections delivered to Seller agrees to use good faith efforts to have any such Unpermitted Exceptions removed from the Title Commitment by the Title Company at or prior to Closing. Seller, in its discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate the Unpermitted Exceptions. In the event Seller is unable to eliminate the Unpermitted Exceptions on or before August 15, 2016. Buyer agrees that each of the Permitted Encumbrances listed in Schedule 3.12 shall not be included in any such adjourned Closing Datenotice of objections, Purchaser shall elect (i) to terminate this Contract by notice given to unless any such Permitted Encumbrance would materially impair the Seller, in which event continued use and operation of the Xxxxxxx Money shall be returned to Purchaser as Purchaser's sole remedy hereunder and Purchaser and Seller shall have no further obligations to each other hereunder except as otherwise provided in Sections 3.04 and 3.05 of this Contract, or (ii) to accept title subject to such Unpermitted Exceptions and receive no credit against or reduction Healthcare Facilities in the Purchase Pricemanner currently operated by Seller. Seller shall have no affirmative obligation hereunder to expend any funds remove or incur any liabilities in order to cause any cure title exceptions to objections, except for the following items, which shall be removed or cured by Seller by or at Closing: (i) any lien for taxes for calendar years prior to 2016 and (ii) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement and not permitted by Section 5.3(j). As to any other exceptions or objections raised by Buyer, Seller shall have ten (10) Business Days from the Title Commitmentreceipt of Buyer’s notice of objections to have such exceptions or objections removed, except or, if acceptable to Buyer, to provide affirmative title insurance protection for such exceptions reasonably satisfactory to Buyer. If Seller fails either to provide for the removal of such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections reasonably satisfactory to Buyer in Buyer’s sole discretion within such ten (10) day period, then Buyer may elect to terminate this Agreement by delivering written notice to Seller no later than three (3) business days following such period. Buyer shall have the right at any time on or prior to the Closing Date to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect. Buyer shall have the right to object to any adverse change in title (to the extent not arising by, through or under Buyer) which first appears of record after the date of this Agreement and on or prior to the Closing Date which change would materially adversely affect the use of the Healthcare Facilities in and for substantially the use to which such Healthcare Facilities are presently being employed or involve a loss in the fair market value (as reasonably determined by independent MAI appraisal by an appraiser mutually agreed by Seller shall pay and Buyer) of the Owned Real Property in excess of $500,000, and if Seller cannot or discharge will not cure or satisfy any and all liens and encumbrances such objection (or any objection which can be satisfied by payment of a liquidated amount and are not created by Seller has previously undertaken to cure or resulting from satisfy) on or prior to the acts of PurchaserClosing Date, Buyer may either terminate this Agreement or waive such objection.

Title Commitment. Within ten (10) business days after the Effective Date hereof, PurchaserSeller, at its expense, shall cause obtain a current title commitment (the "Title Commitment") issued by Fidelity National Title Insurance Company (using Guaranty Abstract Company as the local title insurance agent) (the "Title Company"), together with legible copies of all exceptions to title referenced therein. The Title Commitment shall set forth the state of title to the Owned Real Property and any Material Leased Real Property (as defined below) for which Buyer has determined to obtain leasehold policies, together with all exceptions or conditions to such title, including, without limitation, all easements, restrictions, rights-of-way, covenants, reservations, and all other encumbrances affecting the Owned Real Property and such Material Leased Real Property. Schedule 5.8 sets forth a list of the Material Leased Real Properties. Buyer shall have the right to object to the status of title for a period of twenty (20) days after the later of its receipt of (i) the Title Commitment (including any amendments thereto based upon the Title Company's review of the Surveys), (ii) copies of all Schedule B-II title exceptions, and (iii) the Surveys. Buyer's objections must be in writing, and the writing must identify each objection and the reason(s) for it in reasonable detail. All matters reflected in the Title Commitment and the Surveys to which Buyer does not object within the time permitted shall be deemed "Permitted Encumbrances." The Title Commitment shall contain the express commitment of the Title Company to issue and deliver an Owner's Title Policy (the "Title Policy") to Purchaser and Seller Buyer in an amount equal to the Title Commitment and copy portion of the Title Documents. If the Title Commitment discloses exceptions other than the Permitted Exceptions ("Unpermitted Exceptions"), Seller agrees to use good faith efforts to have any such Unpermitted Exceptions removed from the Title Commitment by the Title Company at or prior to Closing. Seller, in its discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate the Unpermitted Exceptions. In the event Seller is unable to eliminate the Unpermitted Exceptions on or before such adjourned Closing Date, Purchaser shall elect (i) to terminate this Contract by notice given to the Seller, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser's sole remedy hereunder and Purchaser and Seller shall have no further obligations to each other hereunder except as otherwise provided in Sections 3.04 and 3.05 of this Contract, or (ii) to accept title subject to such Unpermitted Exceptions and receive no credit against or reduction in the Purchase Price. Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Title Commitment, except that Seller shall pay or discharge any and all liens and encumbrances which can be satisfied by payment of a liquidated amount and are not created by or resulting from the acts of Purchaser.Price being 42

Title Commitment. Within A commitment for Title Insurance (the "Commitment") shall be delivered to Purchaser on or before ten business (10) days after this Contract has been executed, issued by First American Title Company and countersigned by an escrow officer of Republic Title of Texas, Inc., 300 Xxxxxxxx Xxxxx, #000, Xxxxxx, Xxxxx 00000, Xxtn: Ms. Xxxxxx X. Xxxxxxx, ("Title Company") and describing the matters affecting title to each Site and setting forth the terms and conditions under which said Title Company is willing to issue its Owners Policy of Title Insurance. No objections to title shall be made by Purchaser unless such matter(s) has/have a material affect on the value of any Site. In the event such type of exceptions appear in such binder, Purchaser shall so notify Seller in writing on or before twenty (20) days from the date of this Contract. Purchaser shall be deemed to have waived, accepted and approved all matters set out in the Commitment to which it has not objected in writing within twenty (20) days of the date of this Contract. Seller will either cause the objected to exceptions to be released or modified to the reasonable satisfaction of Purchaser within ten (10) business days after the Effective Date hereof, of Purchaser, at its expense, 's objection (but shall cause the Title Company have no obligation to issue and deliver to Purchaser and Seller the Title Commitment and copy of the Title Documents. If the Title Commitment discloses exceptions other than the Permitted Exceptions ("Unpermitted Exceptions"do so), Seller agrees to use good faith efforts to have any such Unpermitted Exceptions removed from the Title Commitment by the Title Company at or prior to Closing. Seller, Purchaser may elect in its discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate the Unpermitted Exceptions. In the event Seller is unable to eliminate the Unpermitted Exceptions on or before such adjourned Closing Date, Purchaser shall elect (i) writing to terminate this Contract by notice given only with respect to the SellerSite(s) which is/are affected by such objection(s) which has/have not been cured. If Purchaser fails to terminate this Contract with respect to any Site within such ten (10) day period, in which event the Xxxxxxx Money then Purchaser shall be returned deemed to have waived all such objections previously made. Any exception to which no objection is made or which exception is waived or deemed waived or which is modified to the reasonable satisfaction of Purchaser is referred to herein as Purchaser's sole remedy hereunder and Purchaser and Seller shall have no further obligations to each other hereunder except as otherwise provided in Sections 3.04 and 3.05 of this Contract, or (ii) to accept title subject to such Unpermitted Exceptions and receive no credit against or reduction in the Purchase Price. Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Title Commitment, except that Seller shall pay or discharge any and all liens and encumbrances which can be satisfied by payment of a liquidated amount and are not created by or resulting from the acts of PurchaserPermitted Exception.

Title Commitment. Within ten fifteen (1015) business days after the Effective Date hereofexecution of this Agreement by the Seller and the Buyer, Purchaser, at its expense, the Seller shall cause the Title Company to issue obtain and deliver to Purchaser the Buyer, at the Seller's cost and Seller expense, a current Commitment for Title Insurance covering the Title Commitment Property, together with legible copies of all instruments and copy of agreements referenced therein (hereinafter the Title Documents. If the Title Commitment discloses exceptions other than the Permitted Exceptions ("Unpermitted ExceptionsCommitment"), Seller agrees to use good faith efforts to have any such Unpermitted Exceptions removed from the Title Commitment issued by the Title Company at Company. The Buyer shall, within fifteen (15) days after the Buyer receives the Survey, the Commitment, and legible copies of all instruments and agreements referenced in the Commitment, give written notice to the Seller specifying any and each title exception contained in the Commitment or matters which are revealed or located by the Survey which is objectionable to the Buyer (hereinafter a "Title Defect"), and the Seller shall use its best efforts to cause such Title Defect(s) to be removed or cured prior to the Closing. Seller; provided, in its discretionhowever, may adjourn that if any such Title Defect(s) cannot be so removed or cured prior to the Closing for up to sixty (60) days in order to eliminate the Unpermitted Exceptions. In the event Seller is unable to eliminate the Unpermitted Exceptions on or before such adjourned Closing Date, Purchaser then the Buyer shall elect either to: (ia) waive each objection to a Title Defect(s) and to proceed with the Buyer's purchase of the Property and accept the Title Defect(s) as a Permitted Encumbrance, as provided in Section 5 hereof; or (b) terminate this Contract Agreement and receive an immediate refund from the Seller of the earnxxx xxxey deposit paid by notice given the Buyer pursuant to Section 2(a) hereof. Notwithstanding the Sellerforegoing, in any monetary lien against the Property which event may be discharged or removed by the Xxxxxxx Money disbursement of any portion of the purchase price by the Seller at the Closing, shall be returned to Purchaser as Purchaser's sole remedy hereunder so cured, removed, and Purchaser and discharged by the Seller shall have no further obligations to each other hereunder except as otherwise provided in Sections 3.04 and 3.05 of this Contract, or (ii) to accept title subject to such Unpermitted Exceptions and receive no credit against or reduction in at the Purchase Price. Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Title Commitment, except that Seller shall pay or discharge any and all liens and encumbrances which can be satisfied by payment of a liquidated amount and are not created by or resulting from the acts of PurchaserClosing.

Title Commitment. Within ten No later than thirty (1030) business days after following the Effective Date hereofDate, Purchaser, at its expense, Purchaser shall cause the Title Company to issue and deliver to Purchaser and Seller obtain the Title Commitment and forward a copy of the Title Documentssame to Seller, at Seller's sole cost and expense. If the Title Commitment discloses exceptions to title other than the Permitted Title Exceptions or the Removable Liens, then Purchaser shall notify Seller in writing within ten ("Unpermitted Exceptions"), 10) days after the delivery of the Title Commitment identifying with specificity the unpermitted exception. Seller agrees to use good faith efforts shall have thirty (30) days from the date of the delivery of the notice to have any such Unpermitted Exceptions the unpermitted exceptions removed from the Title Commitment and to deliver a revised Title Commitment to Purchaser. If Seller fails to provide Purchaser with the revised Title Commitment within the thirty (30) day period, Purchaser may elect, by the Title Company at or prior delivery of written notice thereof to Closing. SellerSeller within the following five (5) days, in its discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate the Unpermitted Exceptions. In the event Seller is unable to eliminate the Unpermitted Exceptions on or before such adjourned Closing Date, Purchaser shall elect (i) to terminate this Contract by notice given to the SellerAgreement, in which event the Xxxxxxx Money Deposit shall be forthwith returned to Purchaser Purchaser, as its sole and exclusive remedy, and except for Purchaser's sole remedy hereunder obligations under Sections 7.1 and Purchaser and Seller 10.2, this Agreement shall have no further obligations to each other hereunder except as otherwise provided in Sections 3.04 and 3.05 of this Contract, terminate or (ii) to accept title subject to such Unpermitted Exceptions and receive no credit against or reduction in the Purchase Price. Seller shall unpermitted exceptions which have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be not been removed from the Title Commitment. If Purchaser fails to make such election, except that Purchaser shall be deemed to have elected to accept title in accordance with (ii) above. On the Closing Date, Seller shall pay shall, at Seller's sole cost and expense, cause the Title Insurer to issue an owner's title insurance policy or discharge any prepaid commitment therefor (herein a "Title Policy") pursuant to and all liens and encumbrances which can be satisfied by payment of a liquidated amount and are not created by or resulting from in accordance with the acts of Title Commitment, insuring fee simple title to the Property in Purchaser, subject to the Permitted Title Exceptions.

Title Commitment. Within ten Seller providing to Buyer, at Seller’s cost and within twenty (1020) business days after the Effective Date hereofexecution of this Agreement, Purchaser, at its expense, shall cause an updated abstract of title or a commitment for title insurance (the “Title Commitment”) from the Title Company to issue and deliver to Purchaser and Seller the Company. The foregoing Title Commitment will show title to the Property to be free and copy clear of the Title Documentsall encumbrances excepting only Permitted Encumbrances (defined below) and any liens of record, which will be paid by Seller at closing. If the Title Commitment discloses exceptions other than the Permitted Exceptions ("Unpermitted Exceptions")At closing, Seller agrees to use good faith efforts provide the Title Company with all documentation necessary to have delete and remove all standard title exceptions from the owner's policy of title insurance. “Permitted Encumbrances” as used herein are defined as the existing special assessments associated with the Property, municipal and zoning ordinances, recorded easements for public utilities serving the Property, and such other non-standard title exceptions not objected to by Buyer. If Buyer does not notify Seller of its objection to any such Unpermitted Exceptions removed from item disclosed in the Title Commitment by within the Title Company at or prior to Closing. SellerDue Diligence Period, in its discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate the Unpermitted Exceptionsthis contingency will be deemed waived. In the event that Buyer notifies Seller of an objection to the status of title to the Property as disclosed by the foregoing Title Commitment, Seller will be granted a reasonable period, not exceeding thirty (30) days, in which to remove Buyer's objections and, subject to the other limitations and contingencies set forth in this Agreement, the closing date will be extended as necessary for this purpose. If Seller is unable unable, after using reasonable diligence, to eliminate the Unpermitted Exceptions on or before remove Buyer's objections within such adjourned Closing Datethirty (30) day period, Purchaser shall elect (i) Buyer may provide Seller written notification of its intent to terminate this Contract by notice given Agreement within thirty (30) days or this contingency will be deemed waived. No further or additional exceptions to the Seller, Title Commitment or to the final title policy may be added after the passage of the contingency provided for in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser's sole remedy hereunder and Purchaser and Seller shall have no further obligations to each other hereunder except as otherwise provided this Section 5(c) unless Buyer agrees in Sections 3.04 and 3.05 of this Contract, or (ii) to accept title subject to such Unpermitted Exceptions and receive no credit against or reduction in the Purchase Price. Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Title Commitment, except that Seller shall pay or discharge any and all liens and encumbrances which can be satisfied by payment of a liquidated amount and are not created by or resulting from the acts of Purchaserwriting.