Common use of Title Exceptions Clause in Contracts

Title Exceptions. (a) Buyer shall accept title to the Property subject to the Permitted Exceptions. In the event that at or prior to Closing, Buyer determines that there are title defects other than the Permitted Exceptions, Buyer shall so notify Seller within ten (10) days of receiving notice of such title defects. Seller shall have no obligation to cure any title defects to which Buyer has objected, except that Seller shall be obligated to (i) remove by bond or otherwise any monetary liens affecting the Property which were granted by Seller pursuant to an instrument executed by Seller, and (ii) remove by bond or otherwise any other monetary liens (including tax liens) against the Property to the extent the cost of such removal or cure does not exceed One Hundred Thousand and No/100 ($100,000.00) Dollars in the aggregate. If Seller shall desire to remove any title objections raised by Buyer, Seller shall be entitled to reasonable adjournments of the Closing for the purpose of removing any such title objections. If Seller fails to remove or elects not to remove any title defect as provided above, Buyer shall have the right, at Buyer's election in its sole an absolute discretion, to cancel this Agreement and receive a refund of the Deposit together with any accrued interest thereon, or to close title notwithstanding the title defects (x) without any credit against the Purchase Price for such title defect, or (y) a credit or credits for the amount of any monetary lien Seller is obligated but fails to remove pursuant to (i) above, and up to $100,000 for the defects which Seller is obligated to but fails to remove pursuant to (ii) above. (b) Seller shall deliver title to the Property in accordance with the terms hereof and as any reputable title company licensed to do business in the State of New York will approve and insure at its standard rates subject only to the Permitted Exceptions. Subsequent to the Closing, Buyer shall look solely to its title insurance company for any claims arising in respect of title matters and Seller shall have no liability to Buyer for title defects which are discovered subsequent to the Closing.

Title Exceptions. 5.1. At the Closing, provided that neither Purchaser nor Seller has terminated this Agreement pursuant to the terms hereof, Seller shall transfer title to the Premises to Purchaser pursuant to the Deed (as hereinafter defined), subject only to the following (the "Permitted Exceptions"): (a) Buyer shall accept the list of items designated in the pro forma title policy issued by Commonwealth Land Title Insurance Company ("Commonwealth") which are set forth on Exhibit "B" annexed hereto and made a part hereof (provided that the actual title policy may be issued by Commonwealth, First American Title Insurance Company, or Chicago Title Insurance Company) [collectively, the "Title Insurer"]; (b) the Violations, if any, referred to in Section 9 hereof; and (c) all leases and tenancies (as tenants only) affecting the Property subject to the Permitted ExceptionsPremises described on Exhibit "C" annexed hereto and made a part hereof. 5.2. In the event that at Seller shall, on or prior to the Closing, Buyer determines that there pay, discharge or remove of record or cause to be paid, discharged or removed of record, at Seller's expense, all of the following items: (a) the items listed in the letter (the "Title Letter") addressed to Seller from Title Insurer set forth on Exhibit "B-1"; (b) any encumbrances ("Voluntary Liens") which Seller has granted, suffered or allowed to be placed upon the Premises, including without limitation mechanics' liens and federal, state and municipal tax liens against the Seller which are title defects other than Permitted Exceptions (other than those permitted to be created by tenants under their leases); provided, however, that a lien or encumbrance created by a tenant that is not permitted under its respective lease shall not be deemed a Voluntary Lien; and (c) any other encumbrances ("Non-Voluntary Liens") placed on the Premises which are not (I) Voluntary Liens or (II) Permitted ExceptionsExceptions or (III) items listed in the letter referred to in Section 5.2(a); provided that Seller shall not be obligated to spend more than the aggregate amount of $[redacted] to omit or satisfy or discharge (or provide a credit for the funds necessary to accomplish the same) Non-Voluntary Liens. Without limiting the foregoing, Buyer Seller shall so notify use its best efforts to cause the holder of any mortgages encumbering the Premises to assign said mortgages to Purchaser's designee or Lender without charge to Purchaser, provided that Seller within ten (10) days of receiving notice shall not be required to incur any costs, fees or expenses nor to commence any proceedings or litigation in connection therewith, and in no event shall delivery of such assignment(s) constitute a condition to the Closing. 5.3. Notwithstanding any provision contained herein to the contrary, no defect or exception to title defectsshall be deemed a failure of Seller's obligations entitling Purchaser to exercise the Termination Option which Seller shall, at its discretion, (a) elect to cure by notice to Purchaser, and which shall have been cured at or before the Closing or (b) cause the Title Insurer to omit from the final title insurance policy. Seller shall have no obligation to expend any funds or otherwise to cure any title defects to which Buyer has objecteddefects, except that Seller shall be obligated to (i) remove by bond or otherwise any monetary liens affecting the Property which were granted by Seller pursuant to an instrument executed by Seller, and (ii) remove by bond or otherwise any other monetary liens (including tax liens) against the Property to the extent the cost of such removal or cure does not exceed One Hundred Thousand and No/100 ($100,000.00) Dollars in the aggregate. If Seller shall desire to remove any title objections raised by Buyer, Seller shall be entitled to reasonable adjournments of the Closing for the purpose of removing any such title objections. If Seller fails to remove or elects not to remove any title defect each case as provided above, Buyer shall have the right, at Buyer's election set forth in its sole an absolute discretion, to cancel this Agreement and receive a refund of the Deposit together with any accrued interest thereon, or to close title notwithstanding the title defects (x) without any credit against the Purchase Price for such title defect, or (y) a credit or credits for the amount of any monetary lien Seller is obligated but fails to remove pursuant to (i) above, and up to $100,000 for the defects which Seller is obligated to but fails to remove pursuant to (ii) aboveSection 5.2. (b) Seller shall deliver title to the Property in accordance with the terms hereof and as any reputable title company licensed to do business in the State of New York will approve and insure at its standard rates subject only to the Permitted Exceptions. Subsequent to the Closing, Buyer shall look solely to its title insurance company for any claims arising in respect of title matters and Seller shall have no liability to Buyer for title defects which are discovered subsequent to the Closing.

Title Exceptions. (a) Buyer shall accept title Reference is made to the Property subject title commitments with respect to the Permitted Exceptions. Material Real Property attached hereto as Schedule 9.1(a) (the "Title Commitments"). (b) In the event that at any time prior to Closing, the Buyer becomes aware of any Title Defects, other than those listed on any Title Commitment, the Buyer shall have five (5) Business Days from the date it first became aware of such Title Defect to notify the Sellers of the same (together with any documentation or other materials or information with respect thereto received by the Buyer). If the Buyer does not give notice (together with the aforesaid documentation, materials and information) to the Sellers within such time period then the Buyer shall be deemed to have approved all such Title Defects (other than Mandatory Cure Items) and shall accept title subject thereto (and all such Title Defects (other than Mandatory Cure Items) shall be deemed to be Permitted Closing Liens). (c) In the event that, with respect to any parcel of Material Real Property, there shall be any Title Defect that is a Mandatory Cure Item, then the Sellers shall discharge from record such Title Defect (or cause Title Company to omit such Title Defect from the applicable title commitment) at the Sellers' sole cost and expense at or prior to Closing. If the Sellers fail to so discharge from record (or cause the Title Company so to omit), at or prior to Closing, Buyer determines that there are title defects other than all Mandatory Cure Items, then the Permitted ExceptionsBuyer, Buyer at its option, as its sole and exclusive right and remedy, by written notice given to the Sellers within three Business Days after the then scheduled Closing Date, shall so notify Seller within ten (10) days of receiving notice of such title defects. Seller shall have no obligation elect to cure any title defects to which Buyer has objected, except that Seller shall be obligated to either (i) remove by bond take title to the Premises (including, without limitation, the Material Real Property) subject to the Title Defects in question, in which case the Buyer shall receive a credit against the Purchase Price in an amount equal to the total amount necessary to discharge such Title Defect from record (or otherwise any monetary liens affecting cause Title Company to omit such Title Defect from the Property which were granted by Seller pursuant to an instrument executed by Sellerapplicable title commitment), and in such case this Agreement shall remain in full force and effect or (ii) terminate this Agreement, in which case the Sellers shall direct the Deposit Escrow Agent to refund the Deposit to the Buyer and the Sellers shall reimburse the Buyer for the Buyer's reasonable, actual and documented out-of-pocket costs and expenses incurred after February 1, 1999 in connection with this Agreement up to a maximum amount of $500,000, and upon such refund this Agreement shall terminate and no party shall have any further obligation hereunder except as may be explicitly specified herein. (d) In the event that, with respect to any parcel of Material Real Property, there shall be any Title Defect that is not a Mandatory Cure Item, then the Sellers shall have the following options: (i) to (x) remove by bond or otherwise any other monetary liens cure same at the Sellers' sole cost and expense at or prior to the Closing or (including tax liensy) allow as a credit against the Purchase Price the lesser of (A) the diminution in value of such parcel of Material Real Property resulting from such Title Defect or (B) the agreed upon cost of curing such Title Defect, and, in such case this Agreement shall remain in full force and effect, or (ii) notify the Buyer that the Sellers do not elect any of the foregoing options, in which case the Buyer shall have the right, exercisable by the giving of notice thereof by the Buyer to the extent Sellers within three (3) days after the Sellers notify the Buyer that the Sellers do not elect any of the foregoing options, to either (x) terminate this Agreement in which case the Sellers shall direct the Deposit Escrow Agent to refund the Deposit to the Buyer and Sellers shall reimburse the Buyer for the Buyer's reasonable, actual and documented out-of-pocket costs and expenses incurred after February 1, 1999 in connection with this Agreement up to a maximum amount of $500,000 and upon such refund this Agreement shall terminate and no party shall have any further obligation hereunder except as may be explicitly specified herein or (y) take title to the Premises (including, without limitation, the Material Real Property in question) subject to the Title Defect(s) in question, in which case the Buyer shall not be entitled to any credit against or reduction of the Purchase Price. (e) If prior to Closing the Buyer and the Sellers shall have failed to agree on the diminution in value attributable to a Title Defect or Violation or the cost of curing a Title Defect or Violation, the same shall be finally determined by arbitration in accordance with the provisions of Section 9.7 hereof. (f) If, at the Closing, Title Defects exist which the Sellers are required or elect to pay and/or discharge, the Sellers may use some or all of the Purchase Price to satisfy the same, provided that the Sellers (a) shall simultaneously deliver to the Buyer at the Closing instruments in recordable, fileable or registrable, as applicable, form (or Order(s))sufficient to satisfy and remove from record such removal Title Defects, together with the cost of recording or cure does not exceed One Hundred Thousand and No/100 filing said instruments or ($100,000.00b) Dollars except with respect to Mandatory Cure Items, have made other arrangements with the Title Company to insure title to the Material Real Property in question free of any such Title Defects (pursuant to affirmative insurance reasonably satisfactory to the aggregateBuyer or otherwise). If Seller the Sellers request, the Buyer shall desire at the Closing make separate wire transfers of funds (or shall cause the Title Company to remove make such transfers), aggregating not more than the amount of the balance of the Purchase Price due at the Closing, to facilitate the satisfaction of any title objections raised by Buyer, Seller such Title Defects. The existence of any such Title Defects shall not be deemed "Title Defects" if the Sellers shall comply with the foregoing requirements. (g) The Sellers shall be entitled to reasonable adjournments of the Closing, not to exceed sixty (60) days in the aggregate, to cure or cause the removal of any Title Defects that it elects or is required to cure or remove. Except as otherwise expressly set forth herein, the Sellers shall not under any circumstance be required or obligated to cure or to cause the removal of any Title Defects or to expend or make any allowance of any moneys because of any Title Defects, even though the Sellers may have attempted to cure the same or may have obtained an extension or extensions of the date of Closing for the purpose of removing any such title objections. If Seller fails to remove or elects not to remove any title defect as provided above, Buyer shall have the right, at Buyer's election in its sole an absolute discretion, to cancel this Agreement and receive a refund of the Deposit together with any accrued interest thereon, or to close title notwithstanding the title defects (x) without any credit against the Purchase Price for such title defect, or (y) a credit or credits for the amount of any monetary lien Seller is obligated but fails to remove pursuant to (i) above, and up to $100,000 for the defects which Seller is obligated to but fails to remove pursuant to (ii) abovepurpose. (b) Seller shall deliver title to the Property in accordance with the terms hereof and as any reputable title company licensed to do business in the State of New York will approve and insure at its standard rates subject only to the Permitted Exceptions. Subsequent to the Closing, Buyer shall look solely to its title insurance company for any claims arising in respect of title matters and Seller shall have no liability to Buyer for title defects which are discovered subsequent to the Closing.

Title Exceptions. (a) Buyer shall accept title acknowledges that prior to the Property subject date hereof, Transferors have provided to Buyer access to copies of the Title Policies, as well as copies of the exception documents referred to in the Title Policies and copies of the Surveys of the Properties, to the Permitted Exceptionsextent such exceptions are in Transferors' immediate possession. In Buyer also acknowledges that Transferors have requested Title Company to deliver to Buyer updated title reports to the event Title Policies, as well as copies of any exception documents relating to exceptions that at or are reflected in such updates that have not otherwise been provided to Buyer prior to Closingthe date hereof; provided that Transferors shall have no liability hereunder if Buyer is unable to obtain copies of any such documents and Buyer shall have no rights hereunder with respect thereto. Buyer may continue to secure during the Confirmation Period any additional title or survey updates desired by Buyer (and will use reasonable efforts to provide the copies of such updates to Transferors promptly after receipt of same by Buyer). As used herein, Buyer determines the term "Additional Exceptions" shall mean (i) any title exceptions or survey exceptions or qualifications identified by Title Company that there are title defects other than not within the definition of Permitted Exceptions, (ii) the items listed on Exhibit G-2 to the extent they materially and adversely affect the use, occupancy or value of a Property, provided that such items shall not be deemed to materially and adversely affect the use, occupancy and value of a Property to the extent Buyer has approved (or is deemed to have approved) exceptions on such Property or other Properties which are substantially similar in all material respects, (iii) matters shown on surveys described in the Exhibit G Title Policies (as defined in Exhibit G) or, if such surveys cannot be located or otherwise obtained, on new surveys obtained by Buyer, for the Properties identified on Exhibit G-2 which were not shown on the surveys for such Properties delivered or made available to Buyer, if applicable, and which materially and adversely affect the use, occupancy or value of a Property, provided that such items shall so notify Seller within not be deemed to materially and adversely affect the use, occupancy and value of a Property to the extent Buyer has approved (or is deemed to have approved) such matters on such Property or other Properties which are substantially similar in all material respects, and (iv) with respect to any Property as to which the Title Company will not agree at least ten (10) business days prior to the end of receiving notice of the Confirmation Period to issue a survey endorsement referring to the same survey as is referenced in Transferors' most recent Exhibit G Title Policy (for such title defects. Seller shall have no obligation Property), any variance established by Buyer from the legal descriptions insured in Transferors' most recent Exhibit G Title Policies to cure any title defects the surveys described in such Title Policies (other than variances relating to which the Palm Aire Additional Parcel (as such term is defined in Exhibit A) as previously disclosed to Buyer has objected, except that Seller shall be obligated to (i) remove by bond or otherwise any monetary liens affecting actually known to Buyer as of the Property which were granted by Seller pursuant to an instrument executed by Seller, and (ii) remove by bond or otherwise any other monetary liens (including tax liens) against the Property to the extent the cost of such removal or cure does not exceed One Hundred Thousand and No/100 ($100,000.00) Dollars in the aggregatedate hereof). If Seller shall desire to remove any title objections raised by Buyer, Seller in any event, shall be entitled endeavor in good faith (but at no out-of-pocket cost to reasonable adjournments of Buyer) to cause the Closing for the purpose of removing any such title objections. If Seller fails to remove or elects not to remove any title defect as provided above, Buyer shall have the right, at Buyer's election in its sole an absolute discretion, to cancel this Agreement and receive a refund of the Deposit together with any accrued interest thereon, or to close title notwithstanding the title defects (x) without any credit against the Purchase Price for such title defect, or (y) a credit or credits for the amount of any monetary lien Seller is obligated but fails to remove pursuant to (i) above, and up to $100,000 for the defects which Seller is obligated to but fails to remove pursuant to (ii) above. (b) Seller shall deliver title to the Property in accordance with the terms hereof and as any reputable title company licensed to do business in the State of New York will approve and insure at its standard rates subject only to the Permitted Exceptions. Subsequent to the Closing, Buyer shall look solely to its title insurance company for any claims arising in respect of title matters and Seller shall have no liability to Buyer for title defects which are discovered subsequent to the Closing.Title Company to

Title Exceptions. (a) Buyer shall accept title acknowledges that prior to the Property subject date hereof, Transferors have provided to Buyer access to copies of the Title Policies, as well as copies of the exception documents referred to in the Title Policies and copies of the Surveys of the Properties, to the Permitted Exceptionsextent such exceptions are in Transferors' immediate possession. In Buyer also acknowledges that Transferors have requested Title Company to deliver to Buyer updated title reports to the event Title Policies, as well as copies of any exception documents relating to exceptions that at or are reflected in such updates that have not otherwise been provided to Buyer prior to Closingthe date hereof; provided that Transferors shall have no liability hereunder if Buyer is unable to obtain copies of any such documents and Buyer shall have no rights hereunder with respect thereto. Buyer may continue to secure during the Confirmation Period any additional title or survey updates desired by Buyer (and will use reasonable efforts to provide the copies of such updates to Transferors promptly after receipt of same by Buyer). As used herein, Buyer determines the term "Additional Exceptions" shall mean (i) any title exceptions or survey exceptions or qualifications identified by Title Company that there are title defects other than not within the definition of Permitted Exceptions, (ii) the items listed on Exhibit G-2 to the extent they materially and adversely affect the use, occupancy or value of a Property, provided that such items shall not be deemed to materially and adversely affect the use, occupancy and value of a Property to the extent Buyer has approved (or is deemed to have approved) exceptions on such Property or other Properties which are substantially similar in all material respects, (iii) matters shown on surveys described in the Exhibit G Title Policies (as defined in Exhibit G) or, if such surveys cannot be located or otherwise obtained, on new surveys obtained by Buyer, for the Properties identified on Exhibit G-2 which were not shown on the surveys for such Properties delivered or made available to Buyer, if applicable, and which materially and adversely affect the use, occupancy or value of a Property, provided that such items shall so notify Seller within not be deemed to materially and adversely affect the use, occupancy and value of a Property to the extent Buyer has approved (or is deemed to have approved) such matters on such Property or other Properties which are substantially similar in all material respects, and (iv) with respect to any Property as to which the Title Company will not agree at least ten (10) business days prior to the end of receiving notice the Confirmation Period to issue a survey endorsement referring to the same survey as is referenced in Transferors' most recent Exhibit G Title Policy (for such Property), any variance established by Buyer from the legal descriptions insured in Transferors' most recent Exhibit G Title Policies to the surveys described in such Title Policies (other than variances actually known to Buyer as of the date hereof). Buyer, in any event, shall endeavor in good faith (but at no out-of-pocket cost to Buyer) to cause the Title Company to delete or insure over any Additional Exceptions to Buyer's reasonable satisfaction prior to Buyer's expression of such title defects. Seller shall have no obligation to cure any title defects to which Buyer has objected, except that Seller shall be obligated to (i) remove by bond or otherwise any monetary liens affecting the Property which were granted by Seller pursuant to an instrument executed by Seller, and (ii) remove by bond or otherwise any other monetary liens (including tax liens) against the Property to the extent the cost of such removal or cure does not exceed One Hundred Thousand and No/100 ($100,000.00) Dollars matters in the aggregate. If Seller shall desire to remove any title objections raised by Buyer, Seller shall be entitled to reasonable adjournments of the Closing for the purpose of removing any such title objections. If Seller fails to remove or elects not to remove any title defect as provided above, Buyer shall have the right, at Buyer's election in its sole an absolute discretion, to cancel this Agreement and receive a refund of the Deposit together with any accrued interest thereon, or to close title notwithstanding the title defects (x) without any credit against the Purchase Price for such title defect, or (y) a credit or credits for the amount of any monetary lien Seller is obligated but fails to remove pursuant to (i) above, and up to $100,000 for the defects which Seller is obligated to but fails to remove pursuant to (ii) above. (b) Seller shall deliver title to the Property in accordance with the terms hereof and as any reputable title company licensed to do business in the State of New York will approve and insure at its standard rates subject only to the Permitted Exceptions. Subsequent to the Closing, Buyer shall look solely to its title insurance company for any claims arising in respect of title matters and Seller shall have no liability to Buyer for title defects which are discovered subsequent to the Closing.an

Title Exceptions. (a) Attached as EXHIBIT I is a Commitment for Title Insurance (the "TITLE COMMITMENT") issued by Republic Title of Texas, Inc., as agent for First American Title Insurance Company ("TITLE COMPANY"), which was delivered to Buyer pursuant to the Confidentiality Agreement (as defined in Section 5(a)(xiv) below). At Buyer's request and to the extent available, a supplemental title commitment shall accept be issued from the Title Company with the following endorsements: comprehensive, survey amendment, access and such other endorsements as may be available in Texas. In addition, Seller has delivered to Buyer pursuant to the Confidentiality Agreement that certain Survey of the Property (the "SURVEY") prepared by Xxxxxx & Xxxxxxx, Inc. (b) At Closing, provided that neither Buyer nor Seller has terminated this Agreement pursuant to the terms hereof, Seller shall transfer title to the Property to Buyer pursuant to the Deed, subject only to (i) the Existing Leases (as defined in Section 5(a)(iii) below) as such are converted to subleases under the Lease or otherwise subordinated to the Lease as provided in Section 5(a)(iii) hereof, (ii) any matter shown on the Title Commitment to which Buyer does not object pursuant to Section 3(c) below, (iii) any matter shown on the Survey to which Buyer does not object pursuant to Section 3(c) below, and (iv) any other matter which appears on any supplemental title commitment issued by Title Company or any new or revised Survey (a "TITLE UPDATE") subsequent to the date hereof to which Buyer does not object pursuant to Section 3(c) below or to which Buyer initially objects but such objection is thereafter waived by Buyer pursuant to Section 3(d) below ("PERMITTED ENCUMBRANCES"). (c) Title Company will deliver all Title Updates and all other related documents (including copies of all title exception documents) simultaneously to Seller and Buyer. Within three (3) business days after the Effective Date, Buyer shall forward to Seller a written statement ("TITLE DEFECT NOTICE") specifying all exceptions to title identified in the Title Commitment, the Survey or the Title Update (as applicable) which are objectionable to Buyer in Buyer's sole and absolute discretion ("TITLE DEFECTS"), it being acknowledged and agreed that Buyer may notify Seller of any Title Defects determined by Buyer in its sole and absolute discretion. Notwithstanding anything to the contrary herein, Seller shall be obligated to cure the following title exceptions or defects affecting the Property that exist of record prior to Closing: (i) liens and security interests securing any loan to Seller, and any other liens or security interests created by documents executed by Seller to secure monetary obligations, other than liens for ad valorem taxes and assessments for the current calendar year and (ii) any liens or encumbrances resulting from Seller's intentional breach of its covenant not to encumber the Property pursuant to Section 13 hereof. (d) If Buyer timely gives a Title Defects Notice to Seller, Seller shall have the right, but not the obligation, to cure such Title Defects, and Seller agrees to notify Buyer in writing no later than three (3) business days after its receipt of the Title Defect Notice whether or not it intends to cure same. If Seller notifies Buyer within such three (3) business day period of its intent to cure any such Title Defects on or before Closing, then Seller shall on or before Closing cure the same so that the Title Company will omit the same from the Owner Policy (as defined in Section 8(b)(3) below) or endorse over or affirmatively insure the same for the benefit of Buyer in a manner reasonably satisfactory to Buyer. If Seller fails to so notify Buyer of Seller's intent to cure any such Title Defects within such three (3) business day period, Seller shall be deemed to have elected not to cure such Title Defects and Buyer, as Buyer's sole and exclusive remedy hereunder, shall have the right to either (i) terminate this Agreement by giving written notice thereof to Seller and Title Company at any time within three (3) business days after the expiration of such three (3) business day period, in which case Buyer shall be entitled to a full refund of the Xxxxxxx Money and neither party will have any further obligations one to the other except as set forth in Sections 4(c)(1), 4(c)(3), 12 and 15, or (ii) waive such Title Defects and consummate the purchase of the Property subject to such Title Defects which shall be deemed to be Permitted Encumbrances, but with no change in any of Buyer's obligations hereunder and with no reduction in the Permitted ExceptionsPurchase Price attributable to the Title Defects. In A failure to terminate within such three (3) business day period shall be deemed an election by Buyer to waive such Title Defects. (e) The failure of Buyer to timely give a Title Defect Notice on or before the event applicable deadline specified in Section 3(c) above shall be deemed an irrevocable waiver of Buyer's right to object to any Title Defects set forth in such Title Update or any new or revised Survey (as applicable) issued prior to such deadline. Notwithstanding anything in this Agreement to the contrary, Seller agrees that at or prior to the Closing, Buyer determines that there are title defects other than the Permitted Exceptions, Buyer shall so notify Seller within ten (10) days of receiving notice of such title defects. Seller shall have no obligation to cure any title defects to which Buyer has objected, except that Seller shall be obligated to (i) remove by bond or otherwise any monetary liens affecting the Property which were granted by Seller pursuant to an instrument executed by Seller, and (ii) remove by bond or otherwise any other monetary liens (including tax liens) against the Property to the extent the cost of such removal or cure does not exceed One Hundred Thousand and No/100 ($100,000.00) Dollars in the aggregate. If Seller shall desire to remove any title objections raised by Buyer, Seller shall be entitled take such action as is necessary to reasonable adjournments cause the satisfaction of the requirements set forth in items 1, 2, 4, 5, 7 and 8 of Schedule C of the Title Commitment so that the Owner Policy (as defined in Section 8(b)(3) below) delivered to Buyer at the Closing contains no exception to coverage for the purpose of removing any such title objections. If Seller fails to remove or elects not to remove any title defect as provided above, Buyer shall have the right, at Buyer's election in its sole an absolute discretion, to cancel this Agreement and receive a refund of the Deposit together with any accrued interest thereon, or to close title notwithstanding the title defects (x) without any credit against the Purchase Price for such title defect, or (y) a credit or credits for the amount of any monetary lien Seller is obligated but fails to remove pursuant to (i) above, and up to $100,000 for the defects which Seller is obligated to but fails to remove pursuant to (ii) aboveitems. (b) Seller shall deliver title to the Property in accordance with the terms hereof and as any reputable title company licensed to do business in the State of New York will approve and insure at its standard rates subject only to the Permitted Exceptions. Subsequent to the Closing, Buyer shall look solely to its title insurance company for any claims arising in respect of title matters and Seller shall have no liability to Buyer for title defects which are discovered subsequent to the Closing.

Title Exceptions. (ai) Buyer shall accept title Reference is made to the Property subject certificates of title (collectively, the Title Reports") nos. 3100-00248 [9th Avenue], 3100-00249 [57th Street] and 3100-00250 [53rd Street], issued by the Title Company with respect to the Permitted Exceptions. Purchased Real Property and the Leased Real Property located at 841 Xxxxx Xxxxxx (xxch properties, collectively, the "Studio Properties"). (ii) In the event that at or any time prior to Closingthe Closing Date, the Buyer determines that there are becomes aware of any Title Defects, other than those listed on the Title Reports, as a result of any updates thereof, the Buyer shall have fifteen (15) Business Days from the date it first became aware of such Title Defect to notify the Seller of the same (together with any documentation or other materials or information with respect thereto received by the Buyer). If the Buyer does not give notice to the Seller within such time period then the Buyer shall be deemed to have waived such additional Title Defects (which shall then be deemed to be Permitted Encumbrances) and shall accept title defects subject thereto. (iii) If, as of the Closing Date, the Title Company shall not be willing to insure title to the Purchased Real Property and the Ninth Avenue Lease (unless Buyer elects prior to Closing not to acquire such lease) free and clear of recorded Title Defects other than the Permitted Exceptions, Buyer shall so notify Seller within ten (10) days of receiving notice of such title defects. Seller shall have no obligation to cure any title defects to which Buyer has objected, except that Seller shall be obligated to (i) remove by bond or otherwise any monetary liens affecting the Property which were granted by Seller pursuant to an instrument executed by Seller, and (ii) remove by bond or otherwise any other monetary liens (including tax liens) against the Property to the extent the cost of such removal or cure does not exceed One Hundred Thousand and No/100 ($100,000.00) Dollars in the aggregate. If Seller shall desire to remove any title objections raised by Buyer, Seller shall be entitled to reasonable adjournments of the Closing for the purpose of removing any such title objections. If Seller fails to remove or elects not to remove any title defect as provided aboveEncumbrances, Buyer shall have the right, at Buyer's election in as its sole an absolute discretionand exclusive remedy the option of either (a) terminating this Agreement (in which event Escrow Agent shall pay (i) the Deposit with accrued interest, if any, to cancel Buyer (ii) the fee for the title examination in connection with the Title Report, to the Title Company, and (iii) the reasonable cost of any survey obtained, to the surveyor), whereupon neither party shall have any further rights or obligations hereunder except those expressly stated to survive a termination of this Agreement and receive a refund of the Deposit together with any accrued interest thereonAgreement, or (b) accepting such title as Seller shall be able to close title notwithstanding the title defects (x) convey, without any credit against reduction of the Purchase Price for such title defect, or (y) a any credit or credits for allowance against the amount of any monetary lien Seller is obligated but fails to remove pursuant to (i) above, and up to $100,000 for the defects which Seller is obligated to but fails to remove pursuant to (ii) abovesame. (biv) If the Seller shall deliver title to requests, the Property in accordance with the terms hereof and as any reputable title company licensed to do business in the State of New York will approve and insure at its standard rates subject only to the Permitted Exceptions. Subsequent to the Closing, Buyer shall look solely on the Closing Date make separate wire transfers of funds (or shall cause the Title Company to its title insurance company for make such transfers), aggregating not more than the portion of the Purchase Price payable under Section 2.2(b)(ii), to 29 35 facilitate the satisfaction by Seller of any claims arising in respect Title Defects. The existence of title matters and Seller any such Title Defects shall have no liability to Buyer for title defects which are discovered subsequent to not be deemed "Title Defects" if paid from the ClosingPurchase Price.