Common use of TITLE CONTINGENCY Clause in Contracts

TITLE CONTINGENCY. Buyer shall satisfy itself prior to expiration of the Due Diligence Period that an ALTA Form Owner’s Title Policy of title insurance (“Owner’s Policy”) in the face amount of the Purchase Price 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 to notify Buyer (being a “Seller Response Notice”) as to each properly disapproved matter either that: (i) Seller elects not to cause such disapproved matter to be removed as of the Closing Date (or otherwise take any action with respect thereto), or (ii) Seller intends to either: (a) use commercially reasonable efforts to 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 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 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 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 Title Report and matters on the Updated Survey that are approved or deemed approved by Buyer pursuant to this subsection B are hereinafter collectively referred to as “Permitted Exceptions.” Notwithstanding anything to the contrary set forth in this Agreement, Buyer shall be obligated to accept title to the Property, subject to (1) the Permitted Exceptions, (2) the “New Matters” (as defined and approved, or deemed approved, pursuant to 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 issued by Title Company in the State of Washington, and (5) all building, signage and zoning ordinances, laws, regulations and restrictions by municipal and other governmental authorities (the foregoing being the “Permitted Encumbrances”). Notwithstanding the foregoing or the terms of Section 4C below, on or before the Closing 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 exceptions to title (or bond or obtain a title endorsement over the same).

TITLE CONTINGENCY. Within five (5) business days after the Effective Date, Seller shall deliver or cause to be delivered to Buyer preliminary title report (the “Commitment") for a standard owner's title insurance policy for the Property issued by the Title Company using a nationally recognized title insurance underwriter, together with copies of the instruments listed in the schedule of exceptions in such Commitment. Buyer shall satisfy itself prior to expiration have until the later of sixty (60) days from the Effective Date or fifteen (15) days after receipt of the Due Diligence Period that an ALTA Form Owner’s Title Policy of title insurance (“Owner’s Policy”) Commitment to deliver to Seller in the face amount of the Purchase Price is available on terms and conditions satisfactory writing any objection to Buyer in its sole discretion. Unless Buyer gives written notice (“Title Disapproval Notice “) that it disapproves the exceptions to title a matter shown on the Title Report Commitment which materially affects the Property or the matters disclosed by the Updated Survey, stating the exceptions so disapproved, not later than four (4) days prior to the expiration Buyer's use of the Due Diligence Period, Buyer shall be conclusively deemed to have approved the Updated Survey and the Property ("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 to notify Buyer (being a “Seller Response Notice”) as to each properly disapproved matter either that: (i) Seller elects not to cause such disapproved matter to be removed as of the Closing Date (or otherwise take any action with respect theretoObjections"), or (ii) Seller intends to either: (a) use commercially reasonable efforts to 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 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 or Survey or Updated Survey matter or to terminate this Agreement. If Buyer shall fail fails to make such electiondeliver timely notice of Title Objections to Seller, then Buyer shall be deemed to have waived its objections fully accepted the Commitment and all matters disclosed therein. If Buyer timely delivers Title Objections, Seller shall have fifteen (15) days after receipt of Buyer's objection notice to such disapproved exceptions 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 cure any Title Objection or Updated Survey mattersincur any expense with respect thereto. In If Seller elects not to cure one or more of the event Title Objections, Buyer shall elect have five (5) business days to deliver notice to Seller terminating this Contract, in writing to terminate this Agreement, which event the Initial Xxxxxxx Money Deposit (minus the Independent Consideration) money shall be promptly delivered by the Title Company disbursed to Buyer, Seller and the parties shall have no further obligations or liabilities hereunder (except for any obligations or liabilities those provisions that expressly survive termination survive. If Seller pursues a cure and is unable to cure a Title Objection by the End of the Due Diligence Period, then Buyer shall have the option to either terminate this AgreementContract (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). All exceptions in the Title Report and matters , or close on the Updated Survey that are approved or purchase of the Property with no Purchase Price reduction, in which case Buyer is deemed approved by Buyer pursuant to this subsection B are hereinafter collectively referred to as “Permitted Exceptions.” have accepted any uncured Title Objections and waived any rights against Seller relating thereto. Notwithstanding anything to the contrary set forth in this Agreementherein, the following matters shall be deemed "Permitted Exceptions" and Buyer shall be obligated have no right to accept title object to any of said matters on the Property, subject to (1) the Permitted Exceptions, (2) the “New Matters” (as defined and approved, or deemed approved, pursuant to 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 issued by Title Company in the State of Washington, and (5) all building, signage and zoning ordinances, laws, regulations and restrictions by municipal and other governmental authorities (the foregoing being the “Permitted Encumbrances”). Notwithstanding the foregoing or the terms of Section 4C below, on or before the Closing 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 exceptions to title (or bond or obtain a title endorsement over the same).Commitment:

TITLE CONTINGENCY. As of the Effective Date, Seller shall provided Buyer a copy of its most recent title policy along with the most recent survey Seller has in its possession (the “Original Title Report”). Within fifteen (15) days following the Effective Date, Buyer shall satisfy itself prior to expiration of provide Seller with an updated title report, including all accompanying documents (the Due Diligence Period that an ALTA Form Owner’s “Title Policy of title insurance (“Owner’s PolicyReport”) in the face amount and Buyer’s objections thereto, such objections stating all of the Purchase Price is available on terms Buyer’s objections with specificity and conditions satisfactory being limited to Buyer in its sole discretion. Unless Buyer gives written notice matters that (“Title Disapproval Notice “1) that it disapproves the exceptions to title shown did not appear on the Original Title Report or the matters disclosed by the Updated Survey, stating the exceptions so disapproved, not later than four (42) days prior would render title to the expiration Real Property unmerchantable. This contingency shall be deemed satisfied or waived if such written notice of objection is not received by Seller on or before the time required in the preceding sentence. If Buyer requests extended coverage, such coverage shall be at the sole cost and expense of the Due Diligence PeriodBuyer and not the Seller, Buyer and satisfaction thereof shall be conclusively deemed to have approved the Updated Survey and the Title Reportnot delay Closing. Upon receipt by Seller of a Title Disapproval Notice given in a timely mannersuch notice, Seller may, but shall have until two not be obligated to, cure such objections. If Seller cures such objections within fifteen (215) days, or, if such objections are such that they cannot be cured within fifteen (15) days from receipt of but Seller has commenced curing such Title Disapproval Notice within which objections and thereafter diligently proceeds to notify Buyer (being a “Seller Response Notice”) as to each properly disapproved matter either that: (i) Seller elects not to cause perfect such disapproved matter to be removed as of cure, then this Agreement shall continue in full force and effect and the Closing Date (shall be adjusted accordingly. If Seller is unable or otherwise take any action with respect thereto), or (ii) Seller intends chooses not to either: (a) use commercially reasonable efforts to cause cure such disapproved matter to be removed or released on objections by 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 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 either accept title as may be given as aforesaid without reduction or abatement in writing not later than the expiration of the Due Diligence Period, either to waive Buyer’s objection to such disapproved exceptions purchase price 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, in which case Seller shall instruct the Initial Escrow Agent to return the Deposit (minus the Independent Consideration) shall be promptly delivered by the Title Company to Buyer, and the parties neither party shall have no any further obligations or liabilities hereunder (except for any obligations or liabilities that expressly survive termination of this Agreement). All exceptions in the Title Report and matters on the Updated Survey that are approved or deemed approved by Buyer pursuant to this subsection B are hereinafter collectively referred to as “Permitted ExceptionsSurviving Covenants.” Notwithstanding anything to the contrary set forth in this Agreement, Buyer shall be obligated to accept title to the Property, subject to (1) the Permitted Exceptions, (2) the “New Matters” (as defined and approved, or deemed approved, pursuant to 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 issued by Title Company in the State of Washington, and (5) all building, signage and zoning ordinances, laws, regulations and restrictions by municipal and other governmental authorities (the foregoing being the “Permitted Encumbrances”). Notwithstanding the foregoing or the terms of Section 4C below, on or before the Closing 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 exceptions to title (or bond or obtain a title endorsement over the same).

TITLE CONTINGENCY. Seller has previously delivered to Buyer a preliminary title report from First American Title Insurance Company (the Title Company") dated January 2, 2020 under order number 7072-3377393 (the "Commitment"). Buyer approves exceptions 6, 7, 9, and 10 from the Commitment and which shall constitute Permitted Exceptions (as 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 satisfy itself prior to expiration have until the later of sixty (60) days from the Effective Date or fifteen (15) days after receipt of the Due Diligence Period that an ALTA Form Owner’s Title Policy of title insurance (“Owner’s Policy”) Updated Commitment to deliver to Seller in the face amount of the Purchase Price is available on terms and conditions satisfactory writing any objection to Buyer in its sole discretion. Unless Buyer gives written notice (“Title Disapproval Notice “) that it disapproves the exceptions to title a matter shown on the Title Report Updated Commitment that was not shown on the Commitment and which materially affects the Property or the matters disclosed by the Updated Survey, stating the exceptions so disapproved, not later than four (4) days prior to the expiration Buyer's use of the Due Diligence Period, Buyer shall be conclusively deemed to have approved the Updated Survey and the Property ("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 to notify Buyer (being a “Seller Response Notice”) as to each properly disapproved matter either that: (i) Seller elects not to cause such disapproved matter to be removed as of the Closing Date (or otherwise take any action with respect theretoObjections"), or (ii) Seller intends to either: (a) use commercially reasonable efforts to 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 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 or Survey or Updated Survey matter or to terminate this Agreement. If Buyer shall fail fails to make such electiondeliver timely notice of Title Objections to Seller, then Buyer shall be deemed to have waived its objections fully accepted the Updated Commitment and all matters disclosed therein. If Buyer timely delivers Title Objections, Seller shall have fifteen (15) days after receipt of Buyer's objection notice to such disapproved exceptions 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 cure any Title Objection or Updated Survey mattersincur any expense with respect thereto. In If Seller elects not to cure one or more of the event Title Objections, Buyer shall elect have five (5) business days to deliver notice to Seller terminating this Contract, in writing to terminate this Agreement, which event the Initial Xxxxxxx Money Deposit (minus the Independent Consideration) money shall be promptly delivered by the Title Company disbursed to Buyer, Buyer and the parties shall have no further obligations or liabilities hereunder (except for any obligations or liabilities those provisions that expressly survive termination survive. If Seller pursues a cure and is unable to cure a Title Objection by the End of the Due Diligence Period, then Buyer shall have the option to either terminate this AgreementContract (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). All exceptions in the Title Report and matters , or close on the Updated Survey that are approved or purchase of the Property with no Purchase Price reduction, in which case Buyer is deemed approved by Buyer pursuant to this subsection B are hereinafter collectively referred to as “Permitted Exceptions.” have accepted any uncured Title Objections and waived any rights against Seller relating thereto. Notwithstanding anything to the contrary set forth in this Agreementherein, the following matters shall be deemed "Permitted Exceptions" and Buyer shall be obligated have no right to accept title object to any of said matters on the Property, subject to (1) the Permitted Exceptions, (2) the “New Matters” (as defined and approved, or deemed approved, pursuant to 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 issued by Title Company in the State of Washington, and (5) all building, signage and zoning ordinances, laws, regulations and restrictions by municipal and other governmental authorities (the foregoing being the “Permitted Encumbrances”). Notwithstanding the foregoing or the terms of Section 4C below, on or before the Closing 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 exceptions to title (or bond or obtain a title endorsement over the same).Commitment:

TITLE CONTINGENCY. Within five (5) business days after the Effective Date, Seller shall deliver or cause to be delivered to Buyer preliminary title report (the “Commitment") for a standard owner's title insurance policy for the Property issued by the Title Company using a nationally recognized title insurance underwriter, together with copies of the instruments listed in the schedule of exceptions in such Commitment. Buyer shall satisfy itself prior to expiration have until the later of sixty (60) days from the Effective Date or fifteen (15) days after receipt of the Due Diligence Period that an ALTA Form Owner’s Title Policy of title insurance (“Owner’s Policy”) Commitment to deliver to Seller in the face amount of the Purchase Price is available on terms and conditions satisfactory writing any objection to Buyer in its sole discretion. Unless Buyer gives written notice (“Title Disapproval Notice “) that it disapproves the exceptions to title a matter shown on the Title Report Commitment which materially affects the Property or the matters disclosed by the Updated Survey, stating the exceptions so disapproved, not later than four (4) days prior to the expiration Buyer's use of the Due Diligence Period, Buyer shall be conclusively deemed to have approved the Updated Survey and the Property ("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 to notify Buyer (being a “Seller Response Notice”) as to each properly disapproved matter either that: (i) Seller elects not to cause such disapproved matter to be removed as of the Closing Date (or otherwise take any action with respect theretoObjections"), or (ii) Seller intends to either: (a) use commercially reasonable efforts to 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 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 or Survey or Updated Survey matter or to terminate this Agreement. If Buyer shall fail fails to make such electiondeliver timely notice of Title Objections to Seller, then Buyer shall be deemed to have waived its objections fully accepted the Commitment and all matters disclosed therein. If Buyer timely delivers Title Objections, Seller shall have fifteen (15) days after receipt of Buyer's objection notice to such disapproved exceptions 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 cure any Title Objection or Updated Survey mattersincur any expense with respect thereto. In If Seller elects not to cure one or more of the event Title Objections, Buyer shall elect have five (5) business days to deliver notice to Seller terminating this Contract, in writing to terminate this Agreement, which event the Initial Xxxxxxx Money Deposit (minus the Independent Consideration) money shall be promptly delivered forfeited by the Title Company to Buyer, Buyer in favor of Seller and the parties shall have no further obligations or liabilities hereunder (except for any obligations or liabilities those provisions that expressly survive termination survive. If Seller pursues a cure and is unable to cure a Title Objection by the End of the Due Diligence Period, then Buyer shall have the option to either terminate this AgreementContract (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). All exceptions in the Title Report and matters , or close on the Updated Survey that are approved or purchase of the Property with no Purchase Price reduction, in which case Buyer is deemed approved by Buyer pursuant to this subsection B are hereinafter collectively referred to as “Permitted Exceptions.” have accepted any uncured Title Objections and waived any rights against Seller relating thereto. Notwithstanding anything to the contrary set forth in this Agreementherein, the following matters shall be deemed "Permitted Exceptions" and Buyer shall be obligated have no right to accept title object to any of said matters on the Property, subject to (1) the Permitted Exceptions, (2) the “New Matters” (as defined and approved, or deemed approved, pursuant to 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 issued by Title Company in the State of Washington, and (5) all building, signage and zoning ordinances, laws, regulations and restrictions by municipal and other governmental authorities (the foregoing being the “Permitted Encumbrances”). Notwithstanding the foregoing or the terms of Section 4C below, on or before the Closing 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 exceptions to title (or bond or obtain a title endorsement over the same).Commitment: