Common use of TITLE CONTINGENCY Clause in Contracts

TITLE CONTINGENCY. On or before the Final Title Deadline, (a) Buyer shall attempt to obtain a commitment for, or a pro-forma owner's title insurance policy in the form of, an extended coverage 1992 ALTA Form B Owner's Policy of Title Insurance covering the Property, issued by the Title Company in the State of Virginia, in the face amount of the Purchase Price, which commitment or pro-forma shall (i) show title to the Property to be vested of record in Buyer, (ii) show the Permitted Exceptions to be the only exceptions to title, and (iii) obligate Title Company, upon the satisfaction of its requirements therefore, (a) to delete all general exceptions and printed exceptions which appear in the standard 1992 ALTA Form B Owner's Policy of Title Insurance issued by the Title Company in the State of Virginia, and (b) to issue an Owner's Comprehensive Endorsement 1A Modified, an ALTA Form 3.1 Modified Zoning Endorsement (Completed Structure with Parking), a Contiguity of Parcels Endorsement (if applicable), a Survey Endorsement, an Access Endorsement (Land Abuts Street) and such other endorsements other as may be required by Buyer (and the Title Company shall agree to issue) (the "Final Commitment"), and (b) Buyer shall attempt to obtain a plat of survey of the Property prepared by Hxxxxxxx Surveyors and made in accordance with the survey specifications listed on Exhibit "L" attached hereto (the "Final Survey"). If, and only if, Buyer is able to obtain the Final Commitment and the Final Survey on or before the Final Title Deadline, a condition precedent to Buyer's obligation to purchase the Property shall be the willingness of Title Company to issue to Buyer on the Closing Date an extended coverage owner's title insurance policy ("Owner's Policy") in the form of the Final Commitment. However, if Buyer is unable to obtain the Final Commitment on or before the Final Title Deadline and Buyer timely elects to proceed with the purchase of the Property, (i) Buyer shall be obligated to accept title to the Property, as insured pursuant to a 1992 ALTA Form B Owner's Policy of Title Insurance issued by Title Company in the State of Virginia, in the face amount of the Purchase Price, showing title to the Property to be vested of record in Buyer, subject only to the Permitted Exceptions and to such other exceptions (if any) and together with the benefit of the coverages and endorsements, as provided in the last version of the title commitment or pro forma title policy provided to Buyer by Title Company prior to the Final Title Deadline (the "Owner's Policy"), and (ii) the issuance of such Owner's Policy to Buyer on the Closing Date as provided in this sentence shall be a condition precedent to Buyer's obligation to purchase the Property.

TITLE CONTINGENCY. On Promptly after the Effective Date, Seller shall deliver or before cause to be delivered to Buyer a current commitment (the Final Title Deadline, (a"Commitment") Buyer shall attempt to obtain a commitment for, or a pro-forma for an ALTA owner's title insurance policy in for the form of, an extended coverage 1992 ALTA Form B Owner's Policy of Title Insurance covering the Property, Property issued by the Title Company in the State of Virginia, in the face amount of the Purchase Price, which commitment or pro-forma shall (i) show a title to the Property to be vested of record in Buyer, (ii) show the Permitted Exceptions to be the only exceptions to title, and (iii) obligate Title Company, upon the satisfaction of its requirements therefore, (a) to delete all general exceptions and printed exceptions which appear in the standard 1992 ALTA Form B Owner's Policy of Title Insurance issued agent selected by the Title Company in the State of Virginia, and (b) to issue an Owner's Comprehensive Endorsement 1A Modified, an ALTA Form 3.1 Modified Zoning Endorsement (Completed Structure with Parking), Seller using a Contiguity of Parcels Endorsement (if applicable), a Survey Endorsement, an Access Endorsement (Land Abuts Street) and such other endorsements other as may be required by Buyer (and the Title Company shall agree to issue) nationally recognized title insurance underwriter (the "Final CommitmentTitle Company"), and (b) together with copies of the instruments listed in the schedule of exceptions in such Commitment. Buyer shall attempt have until the later of thirty (30) days from the Effective Date or ten (10) days after receipt of the Commitment to obtain deliver to Seller in writing any objection to a plat of survey matter shown on the Commitment which materially affects the Property or Buyer's use of the Property prepared by Hxxxxxxx Surveyors and made in accordance with the survey specifications listed on Exhibit ("L" attached hereto (the "Final SurveyTitle Objections"). If, and only ifIf Buyer fails to deliver timely notice of Title Objections to Seller, Buyer is able shall be deemed to obtain have fully accepted the Final Commitment and the Final Survey on or before the Final all other matters disclosed therein. If Buyer timely delivers Title DeadlineObjections, a condition precedent to Seller shall have fifteen (15) days after receipt of Buyer's objection notice to notify Buyer in writing what, if anything, Seller shall do to cure the Title Objections. Failure of Seller to respond within said period shall indicate that Seller elects not to cure the Title Objections. Seller shall have no obligation to purchase cure any Title Objection or incur any expense with respect thereto. If Seller elects not to cure one or more of the Property Title Objections, Buyer shall have five (5) business days to deliver notice to Seller terminating this Contract, in which event the earnest money shall be disbursed xx Xxxxr and the willingness of Title Company to issue to Buyer on the Closing Date an extended coverage owner's title insurance policy ("Owner's Policy") in the form of the Final Commitmentparties shall have no further obligations hereunder except those provisions that expressly survive. However, if Buyer If Seller pursues a cure and is unable to obtain cure a Title Objection by the Final Commitment closing date, then Buyer shall have the option to either terminate this Contract (in which event the earnest money shall be disbursed xx Xxxxr and the parties shall have no further obligations hereunder except those provisions that expressly survive), or close on or before the Final Title Deadline and Buyer timely elects to proceed with the purchase of the PropertyProperty with no Purchase Price reduction, (i) in which case Buyer is deemed to have accepted any uncured Title Objections and waived any rights against Seller relating thereto. Notwithstanding anything to the contrary herein, the following matters shall be deemed "Permitted Exceptions" and Buyer shall be obligated have no right to accept title object to the Property, as insured pursuant to a 1992 ALTA Form B Owner's Policy any of Title Insurance issued by Title Company in the State of Virginia, in the face amount of the Purchase Price, showing title to the Property to be vested of record in Buyer, subject only to the Permitted Exceptions and to such other exceptions (if any) and together with the benefit of the coverages and endorsements, as provided in the last version of the title commitment or pro forma title policy provided to Buyer by Title Company prior to the Final Title Deadline (the "Owner's Policy"), and (ii) the issuance of such Owner's Policy to Buyer said matters on the Closing Date as provided in this sentence shall be a condition precedent to Buyer's obligation to purchase the Property.Commitment:

TITLE CONTINGENCY. On Within five (5) business days after the Effective Date, Seller shall deliver or before cause to be delivered to Buyer preliminary title report (the Final Title Deadline, (a“Commitment") Buyer shall attempt to obtain for a commitment for, or a pro-forma standard owner's title insurance policy in for the form of, an extended coverage 1992 ALTA Form B Owner's Policy of Title Insurance covering the Property, Property issued by the Title Company using a nationally recognized title insurance underwriter, together with copies of the instruments listed in the State schedule of Virginia, exceptions in such Commitment. Buyer shall have until the face amount later of sixty (60) days from the Effective Date or fifteen (15) days after receipt of the Purchase Price, Commitment to deliver to Seller in writing any objection to a matter shown on the Commitment which commitment or pro-forma shall (i) show title to materially affects the Property to be vested of record in or Buyer, (ii) show the Permitted Exceptions to be the only exceptions to title, and (iii) obligate Title Company, upon the satisfaction of its requirements therefore, (a) to delete all general exceptions and printed exceptions which appear in the standard 1992 ALTA Form B Owner's Policy of Title Insurance issued by the Title Company in the State of Virginia, and (b) to issue an Owner's Comprehensive Endorsement 1A Modified, an ALTA Form 3.1 Modified Zoning Endorsement (Completed Structure with Parking), a Contiguity of Parcels Endorsement (if applicable), a Survey Endorsement, an Access Endorsement (Land Abuts Street) and such other endorsements other as may be required by Buyer (and the Title Company shall agree to issue) (the "Final Commitment"), and (b) Buyer shall attempt to obtain a plat of survey use of the Property prepared by Hxxxxxxx Surveyors and made in accordance with the survey specifications listed on Exhibit ("L" attached hereto (the "Final SurveyTitle Objections"). If, and only ifIf Buyer fails to deliver timely notice of Title Objections to Seller, Buyer is able shall be deemed to obtain have fully accepted the Final Commitment and the Final Survey on or before the Final all matters disclosed therein. If Buyer timely delivers Title DeadlineObjections, a condition precedent to Seller shall have fifteen (15) days after receipt of Buyer's objection notice to notify Buyer in writing what, if anything, Seller shall do to cure the Title Objections. Failure of Seller to respond within said period shall indicate that Seller elects not to cure the Title Objections. Seller shall have no obligation to purchase cure any Title Objection or incur any expense with respect thereto. If Seller elects not to cure one or more of the Property Title Objections, Buyer shall have five (5) business days to deliver notice to Seller terminating this Contract, in which event the Xxxxxxx Money Deposit money shall be disbursed to Seller and the willingness of Title Company to issue to Buyer on the Closing Date an extended coverage owner's title insurance policy ("Owner's Policy") in the form of the Final Commitmentparties shall have no further obligations hereunder except those provisions that expressly survive. However, if Buyer If Seller pursues a cure and is unable to obtain cure a Title Objection by the Final Commitment End of the Due Diligence Period, then Buyer shall have the option to either terminate this Contract (in which case the Xxxxxxx Money Deposit shall disbursed to Seller and the parties shall have no further obligations hereunder except those provisions that expressly survive), or close on or before the Final Title Deadline and Buyer timely elects to proceed with the purchase of the PropertyProperty with no Purchase Price reduction, (i) in which case Buyer is deemed to have accepted any uncured Title Objections and waived any rights against Seller relating thereto. Notwithstanding anything to the contrary herein, the following matters shall be deemed "Permitted Exceptions" and Buyer shall be obligated have no right to accept title object to the Property, as insured pursuant to a 1992 ALTA Form B Owner's Policy any of Title Insurance issued by Title Company in the State of Virginia, in the face amount of the Purchase Price, showing title to the Property to be vested of record in Buyer, subject only to the Permitted Exceptions and to such other exceptions (if any) and together with the benefit of the coverages and endorsements, as provided in the last version of the title commitment or pro forma title policy provided to Buyer by Title Company prior to the Final Title Deadline (the "Owner's Policy"), and (ii) the issuance of such Owner's Policy to Buyer said matters on the Closing Date as provided in this sentence shall be a condition precedent to Buyer's obligation to purchase the Property.Commitment:

TITLE CONTINGENCY. On Within five (5) business days after the Effective Date, Seller shall deliver or before cause to be delivered to Buyer a current preliminary title report (the Final Title Deadline, (a"Commitment") Buyer shall attempt to obtain for a commitment for, or a pro-forma standard owner's title insurance policy in for the form of, an extended coverage 1992 ALTA Form B Owner's Policy of Title Insurance covering the Property, Property issued by the Title Company using a nationally recognized title insurance underwriter, together with copies of the instruments listed in the State schedule of Virginia, exceptions in such Commitment. Buyer shall have until the face amount later of sixty (60) days from the Effective Date or fifteen (15) days after receipt of the Purchase PriceCommitment to deliver to Seller in writing any objection to a matter shown on the Commitment, which commitment or pro-forma shall (i) show title to materially affects the Property to be vested of record in or Buyer, (ii) show the Permitted Exceptions to be the only exceptions to title, and (iii) obligate Title Company, upon the satisfaction of its requirements therefore, (a) to delete all general exceptions and printed exceptions which appear in the standard 1992 ALTA Form B Owner's Policy of Title Insurance issued by the Title Company in the State of Virginia, and (b) to issue an Owner's Comprehensive Endorsement 1A Modified, an ALTA Form 3.1 Modified Zoning Endorsement (Completed Structure with Parking), a Contiguity of Parcels Endorsement (if applicable), a Survey Endorsement, an Access Endorsement (Land Abuts Street) and such other endorsements other as may be required by Buyer (and the Title Company shall agree to issue) (the "Final Commitment"), and (b) Buyer shall attempt to obtain a plat of survey use of the Property prepared by Hxxxxxxx Surveyors and made in accordance with the survey specifications listed on Exhibit ("L" attached hereto (the "Final SurveyTitle Objections"). If, and only ifIf Xxxxx fails to deliver timely notice of Title Objections to Seller, Buyer is able shall be deemed to obtain have fully accepted the Final Commitment and all matters disclosed therein. If Buyer timely delivers Title Objections, Seller shall have fifteen (15) days after receipt of Xxxxx's objection notice to notify Buyer in writing what, if anything, Seller shall do to cure the Final Survey on or before Title Objections. Failure of Seller to respond within said period shall indicate that Seller elects not to cure the Final Title Deadline, a condition precedent to Buyer's Objections. Seller shall have no obligation to purchase cure any Title Objection or incur any expense with respect thereto. If Seller elects not to cure one or more of the Property Title Objections, Buyer shall have five (5) business days to deliver notice to Seller terminating this Contract, in which event the Xxxxxxx Money Deposit money shall be the willingness of Title Company to issue disbursed to Buyer on and the Closing Date an extended coverage owner's title insurance policy ("Owner's Policy") in the form of the Final Commitmentparties shall have no further obligations hereunder except those provisions that expressly survive. However, if Buyer If Seller pursues a cure and is unable to obtain cure a Title Objection by the Final Commitment End of the Due Diligence Period, then Buyer shall have the option to either terminate this Contract (in which event the Xxxxxxx Money Deposit shall be disbursed to Buyer and the parties shall have no further obligations hereunder except those provisions that expressly survive), or close on or before the Final Title Deadline and Buyer timely elects to proceed with the purchase of the PropertyProperty with no Purchase Price reduction, (i) in which case Buyer is deemed to have accepted any uncured Title Objections and waived any rights against Seller relating thereto. Notwithstanding anything to the contrary herein, the following matters shall be deemed "Permitted Exceptions" and Buyer shall be obligated have no right to accept title object to the Property, as insured pursuant to a 1992 ALTA Form B Owner's Policy any of Title Insurance issued by Title Company in the State of Virginia, in the face amount of the Purchase Price, showing title to the Property to be vested of record in Buyer, subject only to the Permitted Exceptions and to such other exceptions (if any) and together with the benefit of the coverages and endorsements, as provided in the last version of the title commitment or pro forma title policy provided to Buyer by Title Company prior to the Final Title Deadline (the "Owner's Policy"), and (ii) the issuance of such Owner's Policy to Buyer said matters on the Closing Date as provided in this sentence shall be a condition precedent to Buyer's obligation to purchase the Property.Commitment:

TITLE CONTINGENCY. On or before the Final Title Deadline, (a) Buyer shall attempt to obtain a commitment for, or a pro-forma owner's title insurance policy in the form of, an extended coverage 1992 ALTA Form B Owner's Policy of Title Insurance covering the Property, issued by the Title Company in the State of Virginia, in the face amount of the Purchase Price, which commitment or pro-forma shall (i) show title to the Property to be vested of record in Buyer, (ii) show the Permitted Exceptions to be the only exceptions to title, and (iii) obligate Title Company, upon the satisfaction of its requirements therefore, (a) to delete all general exceptions and printed exceptions which appear in the standard 1992 ALTA Form B Owner's Policy of Title Insurance issued by the Title Company in the State of Virginia, and (b) to issue an Owner's Comprehensive Endorsement 1A Modified, an ALTA Form 3.1 Modified Zoning Endorsement (Completed Structure with Parking), a Contiguity of Parcels Endorsement (if applicable), a Survey Endorsement, an Access Endorsement (Land Abuts Street) and such other endorsements other as may be required by Buyer (and the Title Company shall agree to issue) (the "Final Commitment"), and (b) Buyer shall attempt to obtain a plat of survey of the Property prepared by Hxxxxxxx Surveyors and made in accordance with the survey specifications listed on Exhibit "L" attached hereto (the "Final Survey"). If, and only if, Buyer is able to obtain the Final Commitment and the Final Survey on or before the Final Title Deadline, a condition precedent to BuyerPurchaser's obligation to purchase the Property shall be is subject to its obtaining within fifteen (15) days after the willingness Effective Date a commitment for an Owner's Title Insurance Policy (the "Title Commitment"), dated not earlier than the Effective Date of this Agreement, issued by the Title Company, together with such copies of all items and documents referred to in the Title Commitment. The Title Commitment will commit the Title Company to issue the Owner's Title Policy to Buyer on Purchaser at the Closing Date an extended coverage owner's title insurance policy ("Owner's Policy") in the form of the Final Commitment. However, if Buyer is unable to obtain the Final Commitment on or before the Final Title Deadline and Buyer timely elects to proceed with the purchase of the Property, (i) Buyer shall be obligated to accept title to the Property, as insured pursuant to a 1992 ALTA Form B Owner's Policy of Title Insurance issued by Title Company in the State of Virginia, in the face amount of the Purchase Price, showing title . Purchaser shall use its best efforts to obtain the Property to be vested of record in Buyer, subject only to the Permitted Exceptions and to such other exceptions (if any) and together with the benefit Title Commitment. Purchaser shall deliver a copy of the coverages and endorsements, as Title Commitment to Seller immediately upon Purchaser's receipt thereof. Purchaser shall have until five (5) days after its receipt thereof to state any objections in writing. This contingency shall be deemed satisfied or waived if such written notice of objection is not provided in by Purchaser on or before the last version of the title commitment or pro forma title policy provided to Buyer by Title Company prior to the Final Title Deadline (the "Owner's Policy"), and (ii) the issuance expiration of such Ownerfive-day period. Such written notice of objection shall state all of Purchaser's Policy objections with specificity. Upon receipt of such notice, Seller may, but shall not be obligated to, cure such objection. If Seller cures such objections within 15 days, or, if such objections are such that they cannot be cured within 15 days and Seller has commenced curing such objections and thereafter diligently proceeds to Buyer on perfect such cure, then this Agreement shall continue in full force and effect and the Closing Date as provided in this sentence shall be adjusted accordingly. If Seller is unable or chooses not to cure such objections within the time permitted, then this Agreement shall terminate, and Seller shall instruct the Escrow Agent to return the Initial Deposit to Purchaser, and neither party shall have any further obligations hereunder except for the Surviving Covenants. Notwithstanding the foregoing, however, Purchaser may waive such objections that Seller is unable or chooses not to cure within 10 days after receipt of a condition precedent notice that Seller is unable or chooses not to Buyercure such objections, and upon receipt by Seller of such waiver in full from Purchaser, this Agreement shall remain in full force and effect with no reduction in the Purchase Price. If requested by Seller, Purchaser will confirm in writing whether this title contingency has been satisfied and, if so, the date on which it was satisfied. Seller assumes no obligations to Purchaser with respect to matters disclosed as title exceptions in the Title Commitment. Purchaser shall promptly deliver to Seller a copy of the Title Commitment upon Purchser's obligation to purchase the Propertyreceipt thereof.

TITLE CONTINGENCY. On or before the Final Title Deadline, (a) Seller has previously delivered to Buyer shall attempt to obtain a commitment for, or a pro-forma owner's preliminary title insurance policy in the form of, an extended coverage 1992 ALTA Form B Owner's Policy of report from First American Title Insurance covering the Property, issued by Company (the Title Company in the State of VirginiaCompany") dated January 2, in the face amount of the Purchase Price, which commitment or pro2020 under order number 7072-forma shall (i) show title to the Property to be vested of record in Buyer, (ii) show the Permitted Exceptions to be the only exceptions to title, and (iii) obligate Title Company, upon the satisfaction of its requirements therefore, (a) to delete all general exceptions and printed exceptions which appear in the standard 1992 ALTA Form B Owner's Policy of Title Insurance issued by the Title Company in the State of Virginia, and (b) to issue an Owner's Comprehensive Endorsement 1A Modified, an ALTA Form 3.1 Modified Zoning Endorsement (Completed Structure with Parking), a Contiguity of Parcels Endorsement (if applicable), a Survey Endorsement, an Access Endorsement (Land Abuts Street) and such other endorsements other as may be required by Buyer (and the Title Company shall agree to issue) 3377393 (the "Final Commitment"). Buyer approves exceptions 6, 7, 9, and 10 from the Commitment and which shall constitute Permitted Exceptions (bas such term is defined below) and Buyer approves the legal description of the Realty set forth in the Commitment as the sole interests to be conveyed to Buyer at Closing. Within five (5) business days after the Effective Date, Seller shall deliver or cause to be delivered to Buyer an update to the Commitment (the "Updated Commitment"). Buyer shall attempt have until the later of sixty (60) days from the Effective Date or fifteen (15) days after receipt of the Updated Commitment to obtain deliver to Seller in writing any objection to a plat of survey matter shown on the Updated Commitment that was not shown on the Commitment and which materially affects the Property or Buyer's use of the Property prepared by Hxxxxxxx Surveyors and made in accordance with the survey specifications listed on Exhibit ("L" attached hereto (the "Final SurveyTitle Objections"). If, and only ifIf Buyer fails to deliver timely notice of Title Objections to Seller, Buyer is able shall be deemed to obtain have fully accepted the Final Updated Commitment and the Final Survey on or before the Final all matters disclosed therein. If Buyer timely delivers Title DeadlineObjections, a condition precedent to Seller shall have fifteen (15) days after receipt of Buyer's objection notice to notify Buyer in writing what, if anything, Seller shall do to cure the Title Objections. Failure of Seller to respond within said period shall indicate that Seller elects not to cure the Title Objections. Seller shall have no obligation to purchase cure any Title Objection or incur any expense with respect thereto. If Seller elects not to cure one or more of the Property Title Objections, Buyer shall have five (5) business days to deliver notice to Seller terminating this Contract, in which event the Xxxxxxx Money Deposit money shall be the willingness of Title Company to issue disbursed to Buyer on and the Closing Date an extended coverage owner's title insurance policy ("Owner's Policy") in the form of the Final Commitmentparties shall have no further obligations hereunder except those provisions that expressly survive. However, if Buyer If Seller pursues a cure and is unable to obtain cure a Title Objection by the Final Commitment End of the Due Diligence Period, then Buyer shall have the option to either terminate this Contract (in which event the Xxxxxxx Money Deposit shall be disbursed to Buyer and the parties shall have no further obligations hereunder except those provisions that expressly survive), or close on or before the Final Title Deadline and Buyer timely elects to proceed with the purchase of the PropertyProperty with no Purchase Price reduction, (i) in which case Buyer is deemed to have accepted any uncured Title Objections and waived any rights against Seller relating thereto. Notwithstanding anything to the contrary herein, the following matters shall be deemed "Permitted Exceptions" and Buyer shall be obligated have no right to accept title object to the Property, as insured pursuant to a 1992 ALTA Form B Owner's Policy any of Title Insurance issued by Title Company in the State of Virginia, in the face amount of the Purchase Price, showing title to the Property to be vested of record in Buyer, subject only to the Permitted Exceptions and to such other exceptions (if any) and together with the benefit of the coverages and endorsements, as provided in the last version of the title commitment or pro forma title policy provided to Buyer by Title Company prior to the Final Title Deadline (the "Owner's Policy"), and (ii) the issuance of such Owner's Policy to Buyer said matters on the Closing Date as provided in this sentence shall be a condition precedent to Buyer's obligation to purchase the Property.Commitment:

TITLE CONTINGENCY. On Within five (5) business days after the Effective Date, Seller shall deliver or before cause to be delivered to Buyer preliminary title report (the Final Title Deadline, (a“Commitment") Buyer shall attempt to obtain for a commitment for, or a pro-forma standard owner's title insurance policy in for the form of, an extended coverage 1992 ALTA Form B Owner's Policy of Title Insurance covering the Property, Property issued by the Title Company using a nationally recognized title insurance underwriter, together with copies of the instruments listed in the State schedule of Virginia, exceptions in such Commitment. Buyer shall have until the face amount later of sixty (60) days from the Effective Date or fifteen (15) days after receipt of the Purchase Price, Commitment to deliver to Seller in writing any objection to a matter shown on the Commitment which commitment or pro-forma shall (i) show title to materially affects the Property to be vested of record in or Buyer, (ii) show the Permitted Exceptions to be the only exceptions to title, and (iii) obligate Title Company, upon the satisfaction of its requirements therefore, (a) to delete all general exceptions and printed exceptions which appear in the standard 1992 ALTA Form B Owner's Policy of Title Insurance issued by the Title Company in the State of Virginia, and (b) to issue an Owner's Comprehensive Endorsement 1A Modified, an ALTA Form 3.1 Modified Zoning Endorsement (Completed Structure with Parking), a Contiguity of Parcels Endorsement (if applicable), a Survey Endorsement, an Access Endorsement (Land Abuts Street) and such other endorsements other as may be required by Buyer (and the Title Company shall agree to issue) (the "Final Commitment"), and (b) Buyer shall attempt to obtain a plat of survey use of the Property prepared by Hxxxxxxx Surveyors and made in accordance with the survey specifications listed on Exhibit ("L" attached hereto (the "Final SurveyTitle Objections"). If, and only ifIf Buyer fails to deliver timely notice of Title Objections to Seller, Buyer is able shall be deemed to obtain have fully accepted the Final Commitment and the Final Survey on or before the Final all matters disclosed therein. If Buyer timely delivers Title DeadlineObjections, a condition precedent to Seller shall have fifteen (15) days after receipt of Buyer's objection notice to notify Buyer in writing what, if anything, Seller shall do to cure the Title Objections. Failure of Seller to respond within said period shall indicate that Seller elects not to cure the Title Objections. Seller shall have no obligation to purchase cure any Title Objection or incur any expense with respect thereto. If Seller elects not to cure one or more of the Property Title Objections, Buyer shall have five (5) business days to deliver notice to Seller terminating this Contract, in which event the Xxxxxxx Money Deposit money shall be forfeited by Buyer in favor of Seller and the willingness of Title Company to issue to Buyer on the Closing Date an extended coverage owner's title insurance policy ("Owner's Policy") in the form of the Final Commitmentparties shall have no further obligations hereunder except those provisions that expressly survive. However, if Buyer If Seller pursues a cure and is unable to obtain cure a Title Objection by the Final Commitment End of the Due Diligence Period, then Buyer shall have the option to either terminate this Contract (in which case the Xxxxxxx Money Deposit shall be deemed forfeited by Buyer in favor of Seller and the parties shall have no further obligations hereunder except those provisions that expressly survive), or close on or before the Final Title Deadline and Buyer timely elects to proceed with the purchase of the PropertyProperty with no Purchase Price reduction, (i) in which case Buyer is deemed to have accepted any uncured Title Objections and waived any rights against Seller relating thereto. Notwithstanding anything to the contrary herein, the following matters shall be deemed "Permitted Exceptions" and Buyer shall be obligated have no right to accept title object to the Property, as insured pursuant to a 1992 ALTA Form B Owner's Policy any of Title Insurance issued by Title Company in the State of Virginia, in the face amount of the Purchase Price, showing title to the Property to be vested of record in Buyer, subject only to the Permitted Exceptions and to such other exceptions (if any) and together with the benefit of the coverages and endorsements, as provided in the last version of the title commitment or pro forma title policy provided to Buyer by Title Company prior to the Final Title Deadline (the "Owner's Policy"), and (ii) the issuance of such Owner's Policy to Buyer said matters on the Closing Date as provided in this sentence shall be a condition precedent to Buyer's obligation to purchase the Property.Commitment:

TITLE CONTINGENCY. On Within ten (10) days following the Effective Date of this Agreement, Seller shall cause to be delivered to Buyer a preliminary title report on the Property ("Title Report"), together with copies of all exceptions thereon and a copy of Seller's existing as-built Survey (herein so called). Buyer shall have fifteen (15) days after receipt of the Title Report, exception documents and the Survey (the "Objection Period") in which to approve or before disapprove of or object to, any items or matters whether or not disclosed therein. If, during the Final Title DeadlineObjection Period, Buyer shall fail to give written notice to Seller of any such item(s) or matter(s) to which Buyer objects, Buyer shall have waived its rights to object to any such items or matters. Those items or matters to which Buyer has not objected (or waived, as hereinafter provided) shall be referred to individually as a "Permitted Exception" and collectively as the "Permitted Exceptions." If Buyer shall object to any such items or matters during such Objection Period, then Seller, during the ten (10) day period (the "Cure Period") immediately thereafter may (a) Buyer shall attempt cure or correct such objections to obtain a commitment forBuyer's reasonable satisfaction, or a pro-forma owner's title insurance policy in the form of, an extended coverage 1992 ALTA Form B Owner's Policy of Title Insurance covering but without any obligation to do so (save and except any liens encumbering the Property, issued by which Seller shall cause to be released, both in fact and of record, prior to or at Closing whether or not Buyer objects to same hereunder), or (b) deliver written notice (the Title Company "Cure Response") to Buyer as to which objections Seller will and/or will not cure prior to or at Closing. If Seller shall fail during the Cure Period to cure or correct any of Buyer's objections or to commit to do so in the State written Cure Response, then Buyer may, at any time prior to the period expiring on the later to occur of Virginia, in the face amount of the Purchase Price, which commitment or pro-forma shall (i) show title to ten (10) days after the Property to be vested expiration of record in Buyerthe Cure Period, or (ii) show the Permitted Exceptions expiration of the inspection contingencies set forth in subparagraph (b), elect to terminate this Agreement by delivering written notice thereof to Seller, whereupon the Deposit shall be the only exceptions returned to titleBuyer, and (iii) obligate Title Companyand, upon such return, Buyer and Seller shall have no further obligations hereunder. In the satisfaction of its requirements therefore, (a) event that Buyer does not timely elect to delete all general exceptions and printed exceptions which appear in the standard 1992 ALTA Form B Owner's Policy of Title Insurance issued by the Title Company in the State of Virginia, and (b) to issue an Owner's Comprehensive Endorsement 1A Modified, an ALTA Form 3.1 Modified Zoning Endorsement (Completed Structure with Parking), a Contiguity of Parcels Endorsement (if applicable), a Survey Endorsement, an Access Endorsement (Land Abuts Street) and such other endorsements other as may be required by Buyer (and the Title Company shall agree to issue) (the "Final Commitment"), and (b) Buyer shall attempt to obtain a plat of survey of the Property prepared by Hxxxxxxx Surveyors and made terminate this Agreement in accordance with the survey specifications listed on Exhibit "L" attached hereto (the "Final Survey"). Ifprevious sentence, each item or matter to which Buyer has objected and only if, Buyer is able which Seller has not cured or committed in writing to obtain the Final Commitment and the Final Survey on cure at or before the Final Title Deadline, a condition precedent prior to Buyer's obligation to purchase the Property Closing Date shall be the willingness of Title Company to issue to waived by Buyer on the Closing Date and shall constitute an extended coverage owner's title insurance policy ("Owner's Policy") in the form of the Final Commitmentadditional Permitted Exception. However, if Buyer This contingency is unable to obtain the Final Commitment on or before the Final Title Deadline and Buyer timely elects to proceed with the purchase of the Property, (i) Buyer shall be obligated to accept title to the Property, as insured pursuant to a 1992 ALTA Form B Owner's Policy of Title Insurance issued by Title Company in the State of Virginia, in the face amount of the Purchase Price, showing title to the Property to be vested of record in Buyer, subject only to the Permitted Exceptions and to such other exceptions (if any) and together with for the benefit of the coverages Buyer and endorsementsmay, as provided therefore, be waived in the last version of the title commitment part or pro forma title policy provided to Buyer all by Title Company prior to the Final Title Deadline (the "Owner's Policy"), and (ii) the issuance of such Owner's Policy to Buyer on the Closing Date as provided in this sentence shall be a condition precedent to Buyer's obligation to purchase the Property.

TITLE CONTINGENCY. On or before the Final Title DeadlinePromptly after execution of this Agreement, (a) Buyer Purchaser shall attempt to obtain a commitment for, or a pro-forma owner's title insurance policy in the form of, for an extended coverage 1992 ALTA Form B Owner's Policy of Title Insurance covering Policy (the Property"Title Commitment"), at Purchaser's sole expense, issued by the Title Company Company, together with legible copies of all items and documents referred to in the State of Virginia, Title Commitment. The Title Commitment will commit the Title Company to issue the Owner's Title Policy to Purchaser at the Closing in the face amount of the Purchase Price. Upon receipt of the Title Commitment and accompanying documents by Purchaser, which commitment Purchaser shall have until the last day of the Feasibility Period to state any objections in writing. This contingency shall be deemed satisfied or pro-forma waived if such written notice of objection is not received by Seller before 5:00 p.m. Eastern Time on such date. Such written notice of objection shall (i) show title state all of Purchaser's objections with specificity. Upon receipt of such notice, Seller may, but shall not be obligated to, cure such objections; provided, however that Seller agrees to remove any mortgages and remove or bond over any liens that are due and payable prior to the Property Closing Date. If Seller cures such objections within fifteen (15) days, or, if such objections are such that they cannot be cured within fifteen (15) days and Seller has commenced curing such objections and thereafter diligently proceeds to be vested of record perfect such cure, then this Agreement shall continue in Buyer, (ii) show the Permitted Exceptions to be the only exceptions to title, full force and (iii) obligate Title Company, upon the satisfaction of its requirements therefore, (a) to delete all general exceptions effect and printed exceptions which appear in the standard 1992 ALTA Form B Owner's Policy of Title Insurance issued by the Title Company in the State of Virginia, and (b) to issue an Owner's Comprehensive Endorsement 1A Modified, an ALTA Form 3.1 Modified Zoning Endorsement (Completed Structure with Parking), a Contiguity of Parcels Endorsement (if applicable), a Survey Endorsement, an Access Endorsement (Land Abuts Street) and such other endorsements other as may be required by Buyer (and the Title Company shall agree to issue) (the "Final Commitment"), and (b) Buyer shall attempt to obtain a plat of survey of the Property prepared by Hxxxxxxx Surveyors and made in accordance with the survey specifications listed on Exhibit "L" attached hereto (the "Final Survey"). If, and only if, Buyer is able to obtain the Final Commitment and the Final Survey on or before the Final Title Deadline, a condition precedent to Buyer's obligation to purchase the Property shall be the willingness of Title Company to issue to Buyer on the Closing Date an extended coverage owner's title insurance policy ("Owner's Policy") in the form of the Final Commitmentshall be adjusted accordingly. However, if Buyer If Seller is unable or chooses not to obtain cure such objections within the Final Commitment on time permitted, then this Agreement shall terminate, and Seller shall instruct the Escrow Holder to return the Deposit to Purchaser, less one-half of any escrow fee charged by the Escrow Holder, and neither party shall have any further obligations hereunder except for the Surviving Covenants. Notwithstanding the foregoing, however, Purchaser may waive such objections that Seller is unable or before the Final Title Deadline chooses not to cure within ten (10) days after receipt of a notice that Seller is unable or chooses not to cure such objections, and Buyer timely elects to proceed upon receipt by Seller of such waiver in full from Purchaser, this Agreement shall remain in full force and effect with the purchase of the Property, (i) Buyer shall be obligated to accept title to the Property, as insured pursuant to a 1992 ALTA Form B Owner's Policy of Title Insurance issued by Title Company no reduction in the State of Virginia, in the face amount of the Purchase Price. If requested by Seller, showing Purchaser will confirm in writing whether this title to contingency has been satisfied and, if so, the Property to be vested of record in Buyer, subject only to the Permitted Exceptions and to such other exceptions (if any) and together with the benefit of the coverages and endorsements, as provided in the last version of the title commitment or pro forma title policy provided to Buyer by Title Company prior to the Final Title Deadline (the "Owner's Policy"), and (ii) the issuance of such Owner's Policy to Buyer date on the Closing Date as provided in this sentence shall be a condition precedent to Buyer's obligation to purchase the Propertywhich it was satisfied.

TITLE CONTINGENCY. On or before the Final Title Deadline, (a) Buyer shall attempt satisfy itself prior to obtain a commitment for, or a pro-forma owner's expiration of the Due Diligence Period that an ALTA Form Owner’s Title Policy of title insurance policy in the form of, an extended coverage 1992 ALTA Form B (“Owner's Policy of Title Insurance covering the Property, issued by the Title Company in the State of Virginia, ’s Policy”) in the face amount of the Purchase PricePrice is available on terms and conditions satisfactory to Buyer in its sole discretion. Unless Buyer gives written notice (“Title Disapproval Notice “) that it disapproves the exceptions to title shown on the Title Report or the matters disclosed by the Updated Survey, stating the exceptions so disapproved, not later than four (4) days prior to the expiration of the Due Diligence Period, Buyer shall be conclusively deemed to have approved the Updated Survey and the Title Report. Upon receipt by Seller of a Title Disapproval Notice given in a timely manner, Seller shall have until two (2) days from receipt of such Title Disapproval Notice within which commitment or pro-forma shall to notify Buyer (being a “Seller Response Notice”) as to each properly disapproved matter either that: (i) show title Seller elects not to the Property cause such disapproved matter to be vested removed as of record in Buyerthe Closing Date (or otherwise take any action with respect thereto), or (ii) show the Permitted Exceptions Seller intends to be the only exceptions to title, and (iii) obligate Title Company, upon the satisfaction of its requirements therefore, either: (a) use commercially reasonable efforts to delete all general cause such disapproved matter to be removed or released on the Closing Date; or (b) use commercially reasonable efforts to cause the Title Company to bond, insure or endorse over such disapproved matter; provided, however, Seller shall have no liability if for any reason, after electing either choice under (ii) above, such additional disapproved matters are not removed, released, bonded, insured or endorsed over as aforesaid as of the Closing Date. If Seller has provided a Seller Response Notice to Buyer stating that Seller will not remove, release or otherwise correct such disapproved exceptions and printed or will not correct any disapproved Survey or Updated Survey matter or if Seller has not provided a Seller Response Notice to Buyer (which shall be deemed an election by Seller not to take any action with respect to such items), then Buyer may elect in writing not later than the expiration of the Due Diligence Period, either to waive Buyer’s objection to such disapproved exceptions which appear or Survey or Updated Survey matter or to terminate this Agreement. If Buyer shall fail to make such election, then Buyer shall be deemed to have waived its objections to such disapproved exceptions or Updated Survey matters. In the event Buyer shall elect in writing to terminate this Agreement, the standard 1992 ALTA Form B Owner's Policy of Title Insurance issued Initial Deposit (minus the Independent Consideration) shall be promptly delivered by the Title Company to Buyer, and the parties shall have no further obligations or liabilities hereunder (except for any obligations or liabilities that expressly survive termination of this Agreement). All exceptions in the State of Virginia, Title Report and (b) to issue an Owner's Comprehensive Endorsement 1A Modified, an ALTA Form 3.1 Modified Zoning Endorsement (Completed Structure with Parking), a Contiguity of Parcels Endorsement (if applicable), a matters on the Updated Survey Endorsement, an Access Endorsement (Land Abuts Street) and such other endorsements other as may be required that are approved or deemed approved by Buyer (and pursuant to this subsection B are hereinafter collectively referred to as “Permitted Exceptions.” Notwithstanding anything to the Title Company shall agree to issue) (the "Final Commitment")contrary set forth in this Agreement, and (b) Buyer shall attempt to obtain a plat of survey of the Property prepared by Hxxxxxxx Surveyors and made in accordance with the survey specifications listed on Exhibit "L" attached hereto (the "Final Survey"). If, and only if, Buyer is able to obtain the Final Commitment and the Final Survey on or before the Final Title Deadline, a condition precedent to Buyer's obligation to purchase the Property shall be the willingness of Title Company to issue to Buyer on the Closing Date an extended coverage owner's title insurance policy ("Owner's Policy") in the form of the Final Commitment. However, if Buyer is unable to obtain the Final Commitment on or before the Final Title Deadline and Buyer timely elects to proceed with the purchase of the Property, (i) Buyer shall be obligated to accept title to the Property, subject to (1) the Permitted Exceptions, (2) the “New Matters” (as insured defined and approved, or deemed approved, pursuant to a 1992 ALTA Form B Owner's Policy subsection C below), (3) real estate taxes and assessments not yet due and payable, (4) the printed exceptions which appear in the standard form owner’s policy of Title Insurance title insurance issued by Title Company in the State of Virginia, in the face amount of the Purchase Price, showing title to the Property to be vested of record in Buyer, subject only to the Permitted Exceptions and to such other exceptions (if any) and together with the benefit of the coverages and endorsements, as provided in the last version of the title commitment or pro forma title policy provided to Buyer by Title Company prior to the Final Title Deadline (the "Owner's Policy")Washington, and (ii5) all building, signage and zoning ordinances, laws, regulations and restrictions by municipal and other governmental authorities (the issuance foregoing being the “Permitted Encumbrances”). Notwithstanding the foregoing or the terms of such Owner's Policy to Buyer Section 4C below, on or before the Closing Date Date, Seller shall cause any liens securing the repayment of loans (together with any prepayment premiums), any mechanic’s liens for work performed by Seller and any tax or judgment liens or mechanic’s lien against Seller to be removed as provided in this sentence shall be exceptions to title (or bond or obtain a condition precedent to Buyer's obligation to purchase title endorsement over the Propertysame).