Common use of Title Notice Clause in Contracts

Title Notice. If the Title Commitment or Survey disclose matters that are not acceptable to Buyer with respect to a Property (“Unpermitted Exceptions”), then Buyer shall notify Seller owning such Property in writing (the “Title Notice”) of Buyer’s objections within fifteen (15) days after Buyer has received both a Title Commitment and Survey for such Property. In the event that Buyer notifies such Seller of any objections within such fifteen (15) day period, then such Seller shall notify Buyer in writing, within five (5) business days following the date of receipt of Buyer’s notice of such objections, that either: (a) such Seller will attempt to have, prior to Closing, the Unpermitted Exceptions removed from the Title Commitment and/or Survey, insured over by the Title Company pursuant to an endorsement to the Title Policy, or otherwise cured to Buyer’s reasonable satisfaction; or (b) such Seller declines to arrange to have the Unpermitted Exceptions removed, insured over, or otherwise cured. If such Seller fails to deliver such written notice to Buyer within such five (5) business day period, then such Seller shall be deemed to have elected to attempt to remove, insure over, or otherwise cure the Unpermitted Exceptions. If such Seller declines to arrange to remove, insure over, or otherwise cure any of the Unpermitted Exceptions, or if such Seller has attempted unsuccessfully to remove, insure over or otherwise cure any of the Unpermitted Exceptions, then Buyer shall elect, by written notice to such Seller within five (5) business days after Buyer’s receipt of such Seller’s written declination, or at, or at any time prior to the Closing if Seller has unsuccessfully attempted to remove, insure over or otherwise cure such Unpermitted Exceptions, to: (a) terminate this Agreement in its entirety or as to such Property only; or (b) waive such objections and take title to such Property subject to the Unpermitted Exceptions that such Seller has declined or attempted unsuccessfully to remove, insure over, or otherwise cure. The Closing Date shall be adjusted, if necessary, to allow for any elections allowed or required by this Section. Notwithstanding anything to the contrary contained herein, each Seller shall be obligated to remove as a title exception (x) all mortgages, security deeds, mechanic’s liens, or other security instruments encumbering the Property owned by such Seller, excluding those instruments and agreements evidencing or securing the Debt with respect to such Property or those otherwise expressly to be assumed by Buyer herein, and (y) all delinquent ad valorem taxes and assessments (excluding future installments of special assessments being paid in installments). In addition, each Seller shall be obligated to remove, bond over or insure over any judgments or tax liens against such Seller (which do not result from acts or omissions on the part of Buyer) which have attached to and become a lien against the Property owned by such Seller.

Title Notice. If Buyer shall have ten (10) days following the date of receipt of both the Title Commitment or Survey disclose matters that are not acceptable to Buyer with respect to a Property (“Unpermitted Exceptions”)and the Survey, then Buyer shall notify Seller owning such Property in writing whichever is later (the “"Title Review Period") to give Seller and Escrow Agent written notice ("Buyer's Title Notice”") of Buyer’s objections within fifteen (15) days after Buyer has received both a Title Commitment and Survey for such Property. In the event that Buyer notifies such Seller 's disapproval or conditional approval of any objections within such fifteen matters shown in the Title Commitment, the Underlying Documents or the Survey (15collectively, the "Title Documents") day periodexcept for the following "Standard Objections" which Buyer shall not be required to object to, then such and it shall be presumed that Seller shall notify Buyer cause to be satisfied or release at or before Closing: (a) standard exceptions which can be removed by the Survey or an affidavit of the Seller, (b) mortgages and other secured liens, and (c) real property taxes and special assessments to be prorated or paid at Closing in writing, accordance with Article III. Seller shall respond to Buyer's Title Notice within five (5) business days following of Seller's receipt thereof indicating whether Seller elects to cure to Buyer's satisfaction the date of receipt of disapproved or conditionally approved title matters identified in Buyer’s notice of such objections, that either: 's Title Notice (a) such "Seller's Title Notice"). If Seller will attempt does not elect to have, prior to Closing, the Unpermitted Exceptions removed from the Title Commitment and/or Survey, insured over by the Title Company pursuant to an endorsement to the Title Policycure any disapproved or conditionally approved title matters, or otherwise cured to Buyer’s reasonable satisfaction; or (b) such Seller declines to arrange to have the Unpermitted Exceptions removed, insured overif Buyer disapproves Seller's Title Notice, or otherwise cured. If such if Seller fails to timely deliver such written notice to Buyer within such five (5) business day periodSeller's Title Notice, then such Buyer shall have the right, upon delivery to Seller and Escrow Agent of a written notice, to either (1) waive its prior disapproval, in which event said disapproved matters shall be deemed approved, or (2) terminate this Agreement. If Buyer fails to give Buyer's Title Notice on or before the end of the Title Review Period, then Buyer shall be deemed to have elected approved the condition of title except for the Standard Objections, which Seller shall satisfy or release at or before Closing. Any title matters deemed approved shall be referred to attempt to remove, insure over, or otherwise cure the Unpermitted Exceptions. herein as "Permitted Encumbrances." If such Seller declines to arrange to remove, insure over, or otherwise cure any of the Unpermitted Exceptions, or if such Seller has attempted unsuccessfully to remove, insure over or otherwise cure any of the Unpermitted Exceptions, then Buyer shall elect, by written notice to such Seller within five (5) business days after Buyer’s receipt of such Seller’s written declination, or at, or at any time prior to Closing, a new matter affecting title is disclosed to Buyer, it shall have the Closing if Seller has unsuccessfully attempted to remove, insure over or otherwise cure such Unpermitted Exceptions, to: (a) terminate same rights thereafter as set forth in this Agreement in its entirety or as to such Property only; or (b) waive such objections and take title to such Property subject to the Unpermitted Exceptions that such Seller has declined or attempted unsuccessfully to remove, insure over, or otherwise cureparagraph. The Closing Date shall be adjusted, if necessary, to allow for any elections allowed or required by this Section. Notwithstanding anything to the contrary contained herein, each Seller shall be obligated to remove as a title exception (x) all mortgages, security deeds, mechanic’s liens, or other security instruments encumbering the Property owned by such Seller, excluding those instruments and agreements evidencing or securing the Debt with respect to such Property or those otherwise expressly to be assumed by Buyer herein, and (y) all delinquent ad valorem taxes and assessments (excluding future installments of special assessments being paid in installments). In addition, each Seller shall be obligated to remove, bond over or insure over discharge any judgments or tax liens against such Seller (which do not result from acts or omissions on the part of Buyer) which have attached to and become a lien against the Property owned by such Sellerat Closing.

Title Notice. If the Title Commitment Commitments or Survey Existing Surveys disclose matters that are not acceptable to Buyer with respect to a Property (“Unpermitted Exceptions”), then Buyer shall notify Seller owning such Property in writing (the “Title Notice”) of Buyer’s objections within fifteen the later of (15) i)10 days after Buyer has received both a the Title Commitment Commitments and Survey for such Propertythe Existing Surveys, or (ii) 10 days prior to the expiration of the Inspection Period (the “Objection Period”). In the event that Buyer notifies such Seller of any objections within such fifteen (15) day periodthe Objection Period, then such Seller shall notify Buyer in writing, within five (5) business 10 days following the date of receipt of Buyer’s notice of such objections, that either: (a) such Seller the Unpermitted Exceptions will attempt to havebe, prior to Closing, the Unpermitted Exceptions removed from the Title Commitment and/or SurveyCommitments, insured over by the Title Company pursuant to an endorsement to the Title PolicyPolicies, or otherwise cured to Buyer’s reasonable satisfaction; or (b) such Seller declines to arrange to have the Unpermitted Exceptions removed, insured over, or otherwise cured. If such Seller fails to deliver such written notice to Buyer within such five (5) business 10-day period, then such Seller shall be deemed to have elected declined to attempt arrange to removehave the Unpermitted Exceptions removed, insure insured over, or otherwise cure the Unpermitted Exceptionscured. If such Seller declines to arrange to remove, insure over, or otherwise cure any of the Unpermitted Exceptions, or if such Seller has attempted unsuccessfully to remove, insure over or otherwise cure any of the Unpermitted Exceptions, then Buyer shall elect, by through written notice to such Seller within five (5) business 10 days after Buyer’s receipt of such Seller’s written declination, or at, or at any time prior to the Closing if Seller has unsuccessfully attempted to remove, insure over or otherwise cure such Unpermitted Exceptions, to: (a) terminate this Agreement in its entirety or as to such Property onlyand receive refund of the ▇▇▇▇▇▇▇ Money; or (b) waive such objections and take title to such Property subject to the Unpermitted Exceptions that such Seller has declined or attempted unsuccessfully to remove, insure over, or otherwise cure. The Closing Date shall be adjusted, if necessary, to allow for any elections allowed or required by this Section. Notwithstanding anything to the contrary contained herein, each Seller shall be obligated to remove as a title exception (x) all mortgages, security deeds, mechanic’s liens, or other security instruments encumbering the Property owned by such Seller, excluding those instruments and agreements evidencing or securing the Debt with respect to such Property or those otherwise expressly to be assumed by Buyer herein, and (y) all delinquent ad valorem taxes and assessments (excluding future installments of special assessments being paid in installments). In addition, each Seller shall be obligated to remove, bond over or insure over any judgments or tax liens against such Seller (which do not result from acts or omissions on the part of Buyer) which have attached to and become a lien against the Property owned by such Seller.

Title Notice. If the Title Commitment or Survey disclose Evidence discloses matters that are not acceptable to Buyer with respect to a Property (“Unpermitted Exceptions”), then Buyer shall notify Seller owning such Property in writing (the “Title Notice”) of Buyer’s objections within fifteen (15) 30 days after Buyer has received both a the Title Commitment and Survey for such PropertyEvidence. In the event that Buyer notifies such Seller of any objections within such fifteen (15) 30-day period, then such Seller shall notify Buyer in writing, within five (5) business 20 days following the date of receipt of Buyer’s notice of such objections, that either: (a) such Seller the Unpermitted Exceptions will attempt to havebe, prior to Closing, the Unpermitted Exceptions removed from the Title Commitment and/or SurveyCommitment, insured over by the Title Company pursuant to an endorsement to the Title PolicyCommitment, or otherwise cured to Buyer’s reasonable satisfaction; or (b) such Seller declines to arrange to have the Unpermitted Exceptions removed, insured over, or otherwise cured; provided, however, Seller must remove any monetary liens to the extent any such liens are caused by Seller. If such Seller fails to deliver such written notice to Buyer within such five (5) business 20-day period, then such Seller shall be deemed to have elected declined to attempt arrange to removehave the Unpermitted Exceptions removed, insure insured over, or otherwise cure the Unpermitted Exceptionscured. If such Seller declines to arrange to remove, insure over, or otherwise cure any of the Unpermitted Exceptions, or if such Seller has attempted unsuccessfully to remove, insure over or otherwise cure any of the Unpermitted Exceptions, then Buyer shall elect, by through written notice to such Seller within five (5) business 20 days after Buyer’s receipt of such Seller’s written declination, or at, or at any time prior to the Closing if Seller has unsuccessfully attempted to remove, insure over or otherwise cure such Unpermitted Exceptions, to: (a) terminate this Agreement in its entirety or as to such Property onlyand receive refund of the ▇▇▇▇▇▇▇ Money; or (b) waive such objections and take title to such Property subject to the Unpermitted Exceptions that such Seller has declined or attempted unsuccessfully to remove, insure over, or otherwise cure. The Closing Date shall be adjusted, if necessary, to allow for any elections allowed or required by this Section. Notwithstanding anything to the contrary contained herein, each Seller shall be obligated to remove as a title exception (x) all mortgages, security deeds, mechanic’s liens, or other security instruments encumbering the Property owned by such Seller, excluding those instruments and agreements evidencing or securing the Debt with respect to such Property or those otherwise expressly to be assumed by Buyer herein, and (y) all delinquent ad valorem taxes and assessments (excluding future installments of special assessments being paid in installments). In addition, each Seller shall be obligated to remove, bond over or insure over any judgments or tax liens against such Seller (which do not result from acts or omissions on the part of Buyer) which have attached to and become a lien against the Property owned by such Seller.

Title Notice. If the Title Commitment or Survey disclose Evidence discloses matters that are not acceptable to Buyer with respect to a Property (“Unpermitted Exceptions”), then Buyer shall notify Seller owning such Property in writing (the “Title Notice”) of Buyer’s objections within fifteen (15) 30 days after Buyer has received both a the Title Commitment and Survey for such PropertyEvidence. In the event that Buyer notifies such Seller of any objections within such fifteen (15) 30-day period, then such Seller shall notify Buyer in writing, within five (5) business 20 days following the date of receipt of Buyer’s notice of such objections, that either: (a) such Seller the Unpermitted Exceptions will attempt to havebe, prior to Closing, the Unpermitted Exceptions removed from the Title Commitment and/or SurveyCommitment, insured over by the Title Company pursuant to an endorsement to the Title PolicyCommitment, or otherwise cured to Buyer’s reasonable satisfaction; or (b) such Seller declines to arrange to have the Unpermitted Exceptions removed, insured over, or otherwise cured. ; provided, however, Seller must remove any monetary liens to the extent any such liens are caused by Seller or by those for which Seller is responsible If such Seller fails to deliver such written notice to Buyer within such five (5) business 20-day period, then such Seller shall be deemed to have elected declined to attempt arrange to removehave the Unpermitted Exceptions removed, insure insured over, or otherwise cure the Unpermitted Exceptionscured. If such Seller declines to arrange to remove, insure over, or otherwise cure any of the Unpermitted Exceptions, or if such Seller has attempted unsuccessfully to remove, insure over or otherwise cure any of the Unpermitted Exceptions, then Buyer shall elect, by through written notice to such Seller within five (5) business 20 days after Buyer’s receipt of such Seller’s written declination, or at, or at any time prior to the Closing if Seller has unsuccessfully attempted to remove, insure over or otherwise cure such Unpermitted Exceptions, to: (a) terminate this Agreement in its entirety or as to such Property onlyand receive refund of the ▇▇▇▇▇▇▇ Money; or (b) waive such objections and take title to such Property subject to the Unpermitted Exceptions that such Seller has declined or attempted unsuccessfully to remove, insure over, or otherwise cure. The Closing Date shall be adjusted, if necessary, to allow for any elections allowed or required by this Section. Notwithstanding anything to the contrary contained herein, each Seller shall be obligated to remove as a title exception (x) all mortgages, security deeds, mechanic’s liens, or other security instruments encumbering the Property owned by such Seller, excluding those instruments and agreements evidencing or securing the Debt with respect to such Property or those otherwise expressly to be assumed by Buyer herein, and (y) all delinquent ad valorem taxes and assessments (excluding future installments of special assessments being paid in installments). In addition, each Seller shall be obligated to remove, bond over or insure over any judgments or tax liens against such Seller (which do not result from acts or omissions on the part of Buyer) which have attached to and become a lien against the Property owned by such Seller.

Title Notice. If the Title Commitment or Survey disclose matters that are not acceptable to Buyer with respect to a Property Seller shall provide notice (“Unpermitted Exceptions”), then Buyer shall notify Seller owning such Property in writing (the “Seller’s Title Notice”) of Buyer’s objections within fifteen (15) days after Buyer has received both a Title Commitment and Survey for such Property. In the event that Buyer notifies such Seller of any objections within such fifteen (15) day period, then such Seller shall notify Buyer in writing, to Purchaser within five (5) business Business Days after receipt of Purchaser’s title objection notice advising Purchaser whether it will cure any Unacceptable Encumbrance (other than any Unacceptable Encumbrance which it is obligated to cure under Section 6.14(i), (ii) or (iii) above). If Seller is unable or elects not to cure any Unacceptable Exception, Purchaser shall have ten (10) days following from the date of receipt of BuyerSeller’s notice Title Notice (but no later than the Closing Date) to either (i) terminate this Contract and all of such objections, that either: (a) such Seller will attempt to have, prior to Closing, the Unpermitted Exceptions removed from the Title Commitment and/or Survey, insured over by the Title Company pursuant to an endorsement to the Title Policy, or otherwise cured to Buyer’s reasonable satisfaction; or (b) such Seller declines to arrange to have the Unpermitted Exceptions removed, insured over, or otherwise cured. If such Seller fails to deliver such written notice to Buyer within such five (5) business day period, then such Seller shall be deemed to have elected to attempt to remove, insure over, or otherwise cure the Unpermitted Exceptions. If such Seller declines to arrange to remove, insure over, or otherwise cure any of the Unpermitted Exceptions, or if such Seller has attempted unsuccessfully to remove, insure over or otherwise cure any of the Unpermitted Exceptions, then Buyer shall elect, its rights hereunder by written notice to such Seller within five (5) business days after Buyer’s receipt of such Seller’s written declination, or at, or at any time prior (ii) to waive its objection to such unacceptable encumbrance and thereby render it a Permitted Exception. If Purchaser does not provide Seller with written notice of its termination of this Contract within such ten (10) day period (but not later than the Closing if Seller has unsuccessfully attempted Date), then Purchaser shall be conclusively deemed to remove, insure over or otherwise cure such Unpermitted Exceptions, to: (a) terminate this Agreement in its entirety or as have waived any and all objections to such Property only; or (b) waive such objections and take title to such Property subject to the Unpermitted Exceptions that such Seller has declined or attempted unsuccessfully to remove, insure over, or otherwise cureUnacceptable Encumbrance. The Closing Date matters set forth in Section 6.14(i), (ii) and (iii) above shall automatically be adjusted, if necessary, to allow for any elections allowed or required by this Section. Notwithstanding anything to the contrary contained herein, each Seller shall be obligated to remove as a title exception (x) all mortgages, security deeds, mechanic’s liens, or other security instruments encumbering the Property owned by such Seller, excluding those instruments and agreements evidencing or securing the Debt with respect to such Property or those otherwise expressly deemed to be assumed Unacceptable Encumbrances for which no title objection notice need be given by Buyer herein, and (y) all delinquent ad valorem taxes and assessments (excluding future installments of special assessments being paid in installments). In addition, each Seller shall be obligated Purchaser to remove, bond over or insure over any judgments or tax liens against such Seller (which do not result from acts or omissions on the part of Buyer) which have attached to and become a lien against the Property owned by such Seller.

Title Notice. If the Title Commitment Commitments or Survey Existing Surveys disclose matters that are not acceptable to Buyer with respect to a Property (“Unpermitted Exceptions”), then Buyer shall notify Seller owning such Property in writing (the “Title Notice”) of Buyer’s objections within fifteen (15) 10 days after Buyer has received both a the Title Commitment Commitments and Survey for such Propertythe Existing Surveys. In the event that Buyer notifies such Seller of any objections within such fifteen (15) 10-day period, then such Seller shall notify Buyer in writing, within five (5) business 10 days following the date of receipt of Buyer’s notice of such objections, that either: (a) such Seller the Unpermitted Exceptions will attempt to havebe, prior to Closing, the Unpermitted Exceptions removed from the Title Commitment and/or SurveyCommitments, insured over by the Title Company pursuant to an endorsement to the Title PolicyPolicies, or otherwise cured to Buyer’s reasonable satisfaction; or (b) such Seller declines to arrange to have the Unpermitted Exceptions removed, insured over, or otherwise cured. If such Seller fails to deliver such written notice to Buyer within such five (5) business 10-day period, then such Seller shall be deemed to have elected declined to attempt arrange to removehave the Unpermitted Exceptions removed, insure insured over, or otherwise cure the Unpermitted Exceptionscured. If such Seller declines to arrange to remove, insure over, or otherwise cure any of the Unpermitted Exceptions, or if such Seller has attempted unsuccessfully to remove, insure over or otherwise cure any of the Unpermitted Exceptions, then Buyer shall elect, by through written notice to such Seller within five (5) business 10 days after Buyer’s receipt of such Seller’s written declination, or at, or at any time prior to the Closing if Seller has unsuccessfully attempted to remove, insure over or otherwise cure such Unpermitted Exceptions, to: (a) terminate this Agreement in its entirety or as to such Property onlyand receive refund of the E▇▇▇▇▇▇ Money; or (b) waive such objections and take title to such Property subject to the Unpermitted Exceptions that such Seller has declined or attempted unsuccessfully to remove, insure over, or otherwise cure. The Closing Date shall be adjusted, if necessary, to allow for any elections allowed or required by this Section. Notwithstanding anything to the contrary contained herein, each Seller shall be obligated agrees to remove as a title exception cause all monetary encumbrances (xother than non-delinquent property taxes and assessments) all mortgages, security deeds, mechanic’s liens, or other security instruments encumbering the Property owned by such Seller, excluding those instruments and agreements evidencing or securing the Debt with respect to such Property or those otherwise expressly to be assumed by Buyer herein, and (y) all delinquent ad valorem taxes and assessments (excluding future installments of special assessments being paid in installments). In addition, each Seller shall be obligated to remove, bond over removed from the Title Commitments at or insure over any judgments or tax liens against such Seller (which do not result from acts or omissions on the part of Buyer) which have attached to and become a lien against the Property owned by such Sellerbefore Closing.

Title Notice. If the Title Commitment or Survey (or Updated Survey, as applicable) disclose matters that are not acceptable to Buyer with respect to a Property (“Unpermitted Exceptions”), then Buyer shall notify Seller owning such Property in writing (the “Title Notice”) of Buyer’s objections within fifteen (15) days after Buyer has received both a the Title Commitment and the Survey for such Property(or Updated Survey, as applicable). All matters disclosed by the Title Commitment or Survey (or Updated Survey, as applicable) to which Buyer does not object shall be deemed “Permitted Exceptions”. In the event that Buyer notifies such Seller of any objections within such fifteen (15) day 15)-day period, then such Seller shall notify Buyer in writing, within five ten (510) business days following the date of receipt of Buyer’s notice of such objections, that either: (a) such Seller the Unpermitted Exceptions will attempt to havebe, prior to Closing, the Unpermitted Exceptions removed from the Title Commitment and/or Survey (or Updated Survey, as applicable), insured over by the Title Company pursuant to an endorsement to the Title PolicyCommitment, or otherwise cured to Buyer’s reasonable satisfaction; or (b) such Seller declines to arrange to have the Unpermitted Exceptions removed, insured over, or otherwise curedcured to Buyer’s satisfaction. If such Seller fails to deliver such written notice to Buyer within such five ten (5) business day 10)-day period, then such Seller shall be deemed to have elected to attempt to remove, insure over, or otherwise cure the Unpermitted ExceptionsExceptions to Buyer’s satisfaction. If such Seller declines to arrange to remove, insure over, or otherwise cure any of the Unpermitted Exceptions, or if such Seller has attempted unsuccessfully Exceptions to remove, insure over or otherwise cure any of the Unpermitted ExceptionsBuyer’s satisfaction, then Buyer shall elect, by through written notice to such Seller within five ten (510) business days after Buyer’s receipt of such Seller’s written declination, or at, or at any time prior to the Closing if Seller has unsuccessfully attempted to remove, insure over or otherwise cure such Unpermitted Exceptions, to: (ai) terminate this Agreement in its entirety or and receive refund of the ▇▇▇▇▇▇▇ Money (as defined below), and upon such refund, neither party shall have any further obligation to the other except as to such Property onlyprovisions herein which expressly survive termination; or (bii) waive such objections and take title to such Property subject to the Unpermitted Exceptions that such Seller has declined or attempted unsuccessfully to remove, insure over, or otherwise curecure to Buyer’s satisfaction, and such Unpermitted Exceptions shall thereupon be Permitted Exceptions. If Buyer fails to deliver such written notice to Seller within such ten (10)-day period, then Buyer shall be deemed to have elected to waive such objections. The Closing Date shall be adjusted, if necessary, to allow for any elections allowed or required by this Section. Notwithstanding anything to the contrary contained herein, each Seller shall be obligated to remove as a title exception (xA) all mortgagesmortgages (other than the Existing Mortgage Loan, which Buyer shall assume or take subject to), security deeds, mechanic’s liens, or other security instruments encumbering the Property owned by such Seller, excluding those instruments and agreements evidencing or securing the Debt with respect to such Property or those otherwise expressly to be assumed by Buyer hereinProperty, and (yB) all delinquent ad valorem taxes past due Taxes, and assessments (excluding future installments of special assessments being paid in installments). In addition, each Seller shall be obligated to remove, bond over or insure over C) any judgments or tax liens against such the Seller (which do not result from acts or omissions on the part of Buyer) which have attached to and become a lien against the Property owned by such SellerProperty.

Title Notice. If the Title Commitment or Existing Survey disclose discloses matters that are not acceptable to Buyer with respect to a Property (“Unpermitted Exceptions”), then Buyer shall notify Seller owning such Property in writing (the “Title Notice”) of Buyer’s objections within fifteen (15) 10 days after Buyer has received both a the Title Commitment and Survey for such Propertythe Existing Survey. In the event that Buyer notifies such Seller of any objections within such fifteen (15) 10-day period, then such Seller shall notify Buyer in writing, within five (5) business 10 days following the date of receipt of Buyer’s notice of such objections, that either: (a) such Seller the Unpermitted Exceptions will attempt to havebe, prior to Closing, the Unpermitted Exceptions removed from the Title Commitment and/or SurveyCommitment, insured over by the Title Company pursuant to an endorsement to the Title Policy, or otherwise cured to Buyer’s reasonable satisfaction; or (b) such Seller declines to arrange to have the Unpermitted Exceptions removed, insured over, or otherwise cured. If such Seller fails to deliver such written notice to Buyer within such five (5) business 10-day period, then such Seller shall be deemed to have elected declined to attempt arrange to removehave the Unpermitted Exceptions removed, insure insured over, or otherwise cure the Unpermitted Exceptionscured. If such Seller declines to arrange to remove, insure over, or otherwise cure any of the Unpermitted Exceptions, or if such Seller has attempted unsuccessfully Exceptions in a manner satisfactory to remove, insure over or otherwise cure any of the Unpermitted ExceptionsBuyer in its sole and absolute discretion, then Buyer shall elect, by through written notice to such Seller within five (5) business 10 days after Buyer’s receipt of such Seller’s written or deemed declination, or at, or at any time prior to the Closing if Seller has unsuccessfully attempted to remove, insure over or otherwise cure such Unpermitted Exceptions, to: (a) terminate this Agreement in its entirety or as to such Property onlyand receive refund of the E▇▇▇▇▇▇ Money; or (b) waive such objections and take title to such Property subject to the Unpermitted Exceptions that such Seller has declined or attempted unsuccessfully to remove, insure over, or otherwise cure. The Closing Date shall be adjusted, if necessary, to allow for any elections allowed or required by this Section. Notwithstanding anything to the contrary contained herein, each Seller shall be obligated to remove as a title exception (x) all mortgages, security deeds, mechanic’s liens, or other security instruments encumbering the Property owned by such Seller, excluding those instruments and agreements evidencing or securing the Debt with respect to such Property or those otherwise expressly to be assumed by Buyer herein, and (y) all delinquent ad valorem taxes and assessments (excluding future installments of special assessments being paid in installments). In addition, each Seller shall be obligated to remove, bond over or insure over any judgments or tax liens against such Seller (which do not result from acts or omissions on the part of Buyer) which have attached to and become a lien against the Property owned by such Seller.