Common use of Title Objections Clause in Contracts

Title Objections. Purchaser previously delivered its notice of title and survey objections to Seller in accordance with Section 4(a) of the Agreement. Such notice included objections to the Chesterfield, Michigan title commitment File No. 14000070840 issued by Xxxxxxx Title Guaranty Company (the “Commitment”) and the related survey relating to a certain Facility known as Prestige Commons located in Chesterfield, Michigan (the “Chesterfield Property”). In particular, Purchaser specifically objected to an encroachment of the building into a Detroit Edison Underground Easement recorded in Book 16223, page 822 of the public records (the “Applicable Easement”), as described in the Commitment, and as depicted on the survey. Seller indicated in its Seller’s Response Notice that Seller will not cure this objection. Accordingly, Purchaser hereby reserves its right to terminate the Agreement solely with respect to the Chesterfield Property, unless at or prior to Closing, Purchaser or Seller is able to obtain one of the following (hereinafter, the “Chesterfield Title Condition”): (i) written evidence, in recordable form, that Detroit Edison has permanently abandoned the use of the Applicable Easement, or (ii) a title insurance commitment issued by either Xxxxxxx Title, First American Title Insurance Company, or another title insurance company reasonably acceptable to Purchaser, with an endorsement in the form of Exhibit A attached hereto or a similar endorsement containing substantially similar coverage for Purchaser. In the event the foregoing Chesterfield Title Condition has not been satisfied at the time for the scheduled Closing to occur under the Agreement, then (w) Purchaser shall be obligated to proceed to Closing (on the schedule date for Closing) with respect to all of the other Properties other than the Chesterfield Property, (x) the applicable portion of the Purchase Price allocable to the Chesterfield Property shall not be paid unless and until a closing occurs with respect to the Chesterfield Property, (y) the applicable portion of the Deposit allocable to the Chesterfield Property shall be retained by the Escrow Agent, and (z) the closing solely with respect to the Chesterfield Property shall be delayed and shall occur ten (10) business days after the Chesterfield Title Condition has been satisfied, provided, however, that in the event the closing on the Chesterfield Property has not occurred on or before sixty (60) days after the closing occurs on the remainder of the Properties, then either party shall have the right to terminate the Agreement solely with respect to the Chesterfield Property.

Title Objections. (a) Within thirty (30) days following the Effective Date, Purchaser previously delivered its notice shall obtain and deliver to Seller a commitment for the issuance of a standard ALTA form owner's policy of title insurance (the "Title Commitment"), in the amount of the purchase price, issued by Chicago Title Insurance Company (the "Title Company"). Subject to Purchaser's right to make title objections as provided hereinafter in this paragraph, the exceptions shown on Schedule B, Section 2 of the Title Commitment shall be deemed the "Permitted Exceptions" for all purposes of this Agreement. The leases set forth in paragraph 16 hereof, and survey any applicable zoning ordinances, other land use laws and regulations together with taxes for the current tax year shall also be deemed Permitted Exceptions. Simultaneously with the delivery of the Title commitment to Seller, Purchaser has the right to deliver to Seller a written statement of any objections to Seller's title. Seller in accordance with Section 4(a) agrees not to further encumber the Property from and after the Effective Date of this Agreement without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. For purposes of this Agreement, the marketability of title to the Property shall be determined under Georgia law, as supplemented by the title standards of the AgreementState Bar of Georgia. Such notice included If Purchaser notifies Seller of any objections to the Chesterfieldmarketability of title, Michigan title commitment File NoSeller, at Seller's expense, shall have five (5) business days to notify Purchaser as to which objections Seller shall correct prior to closing. 14000070840 issued If Seller does not elect to correct such objections prior to closing, then, at the option of Purchaser, Purchaser may (a) terminate this Agreement by providing written notice of such termination to Seller on or before the expiration of the Inspection Period, whereupon the Xxxxxxx Title Guaranty Company (the “Commitment”) Money shall be returned to Purchaser and this Agreement shall be null and void and of no further force or effect, and the related survey relating to a certain Facility known as Prestige Commons located in Chesterfieldparties shall have no further rights, Michigan (the “Chesterfield Property”). In particularduties, Purchaser specifically objected to an encroachment of the building into a Detroit Edison Underground Easement recorded in Book 16223, page 822 of the public records (the “Applicable Easement”), as described in the Commitment, and as depicted on the survey. Seller indicated in its Seller’s Response Notice that Seller will not cure this objection. Accordingly, Purchaser hereby reserves its right to terminate the Agreement solely with respect to the Chesterfield Property, unless at liabilities or prior to Closing, Purchaser or Seller is able to obtain one of the following (hereinafter, the “Chesterfield Title Condition”): (i) written evidence, in recordable form, that Detroit Edison has permanently abandoned the use of the Applicable Easementobligations hereunder, or (iib) proceed to close and take title to the Property subject to such objectionable matter, which shall be deemed a title insurance commitment issued by either Xxxxxxx TitlePermitted Exception. If said objections are cured on or before the date of closing, First American Title Insurance Company, or another title insurance company reasonably acceptable to Purchaser, with an endorsement in the form of Exhibit A attached hereto or a similar endorsement containing substantially similar coverage for Purchaser. In the event the foregoing Chesterfield Title Condition has not been satisfied at the time for the scheduled Closing to occur under the Agreement, then (w) Purchaser shall be obligated to proceed close unless a later encumbrance shall be filed of record on or before the date of closing. Seller shall have the same right to Closing (on the schedule date for Closing) with respect cure or obtain affirmative insurance against said later encumbrance. If such later encumbrance is cured, Purchaser shall thereupon be obligated to close. If any objections to title are not timely made of if Seller is not properly notified, as hereinafter provided, all of the other Properties such objections shall be deemed waived. Purchaser agrees that Seller shall have no obligation to cure any title objections, other than mechanic's or materialman's liens encumbering the Chesterfield PropertyProperty arising from any act or omission of Seller. For purposes of this Agreement, a title objection shall be deemed cured if the title insurance is induced to remove the item objected to from the Title Commitment such that it no longer appears as an exception thereon or affirmative title insurance coverage is obtained or made available to the Purchaser insuring the objected item at no additional expense to or indemnity from Purchaser. The entire premium and expenses for the Title Commitment and the Owner's policy of title insurance shall be borne by Purchaser, and (xb) the applicable portion of To enable Seller to make conveyance as herein provided, Seller may at Closing use the Purchase Price allocable or any portion thereof to the Chesterfield Property shall not be paid unless and until a closing occurs with respect clear title to the Chesterfield Property, (y) the applicable portion of the Deposit allocable to the Chesterfield Property shall be retained by the Escrow Agent, and (z) the closing solely with respect to the Chesterfield Property shall be delayed and shall occur ten (10) business days after the Chesterfield Title Condition has been satisfied, provided, however, that in the event the closing on the Chesterfield Property has not occurred on any or before sixty (60) days after the closing occurs on the remainder of the Properties, then either party shall have the right to terminate the Agreement solely with respect to the Chesterfield Propertyall encumbrances or interests.

Title Objections. Purchaser previously delivered its notice Buyer shall undertake such examination of title to, and survey objections to Seller in accordance with Section 4(aof, the Premises that it deems necessary or appropriate during the first twenty (20) calendar days of the Agreement. Such notice included objections to the Chesterfield, Michigan title commitment File No. 14000070840 issued by Xxxxxxx Title Guaranty Company Due Diligence Period (the “CommitmentTitle Objections Period”) and ). Buyer may submit to Seller by the related survey relating to a certain Facility known as Prestige Commons located in Chesterfield, Michigan end of the Title Objections Period such objections (the “Chesterfield PropertyTitle Objections”) that Buyer may have to the state of title to, and survey of, the Premises that exist as of the respective dates of the Title Commitment and any survey obtained by Buyer (the “Survey”). In particularSeller shall have five (5) days from receipt of Buyer’s Title Objections to notify Buyer whether Seller will agree to cause a Title Objection to be cured, Purchaser specifically objected to an encroachment of the building into a Detroit Edison Underground Easement recorded in Book 16223, page 822 of the public records removed or corrected (the “Applicable EasementSeller’s Title Notice”). If, within the time specified, Seller fails to send Seller’s Title Notice, then Seller shall be deemed to have elected not to cause any Title Objection to be cured, removed or corrected as described aforesaid. Buyer may then, at its option, to be exercised on or before that date which is five (5) days following Buyer’s receipt of Seller’s Title Notice (or in the Commitment, and as depicted on the survey. event Seller indicated in its fails to deliver Seller’s Response Notice that Seller will not cure this objection. Accordingly, Purchaser hereby reserves its right to terminate the Agreement solely with respect to the Chesterfield Property, unless at or prior to Closing, Purchaser or Seller is able to obtain one of the following (hereinafter, the “Chesterfield Title Condition”): (i) written evidence, in recordable formNotice, that Detroit Edison has permanently abandoned the use of the Applicable Easement, or (ii) a title insurance commitment issued by either Xxxxxxx Title, First American Title Insurance Company, or another title insurance company reasonably acceptable to Purchaser, with an endorsement in the form of Exhibit A attached hereto or a similar endorsement containing substantially similar coverage for Purchaser. In the event the foregoing Chesterfield Title Condition has not been satisfied at the time for the scheduled Closing to occur under the Agreement, then (w) Purchaser shall be obligated to proceed to Closing (on the schedule date for Closing) with respect to all of the other Properties other than the Chesterfield Property, (x) the applicable portion of the Purchase Price allocable to the Chesterfield Property shall not be paid unless and until a closing occurs with respect to the Chesterfield Property, (y) the applicable portion of the Deposit allocable to the Chesterfield Property shall be retained by the Escrow Agent, and (z) the closing solely with respect to the Chesterfield Property shall be delayed and shall occur which is ten (10) business days after Seller’s receipt of Buyer’s Title Objections), either (x) terminate this Agreement and immediately receive from Escrow Agent the Chesterfield Title Condition has been satisfiedDeposit, providedin which event this Agreement, however, that in the event the closing on the Chesterfield Property has not occurred on or before sixty (60) days after the closing occurs on the remainder without further action of the Propertiesparties, then either shall become null and void, and neither party shall have any further rights or obligations under this Agreement (other than those which survive the right termination of this Agreement), or (y) elect to terminate the Agreement solely with respect accept title to the Chesterfield PropertyProperty as it then is, without any reduction in the Purchase Price, in which event the Title Objections shall be deemed to be Permitted Encumbrances. If Buyer fails to make either such election, Buyer shall be deemed to have elected option (y).

Title Objections. Purchaser previously delivered its notice of title and survey objections 5.1 Pursuant to Seller in accordance with Section 4(a) of the Agreement. Such notice included objections those certain letters as set forth on Exhibit Z attached hereto from Purchaser’s counsel to the Chesterfield, Michigan title commitment File No. 14000070840 issued by Xxxxxxx Title Guaranty Company Contributor’s counsel (the “Commitment”) and the related survey relating to a certain Facility known as Prestige Commons located in Chesterfield, Michigan (the “Chesterfield Property”). In particular, Purchaser specifically objected to an encroachment of the building into a Detroit Edison Underground Easement recorded in Book 16223, page 822 of the public records (the “Applicable EasementTitle Objection Letters”), as described in the Commitment, Purchasers have notified Contributors of those exceptions and as depicted other matters reflected on the surveyCommitments and Surveys which are not acceptable to Purchasers (the "Title Defects"). Seller indicated in its Seller’s Response Notice that Seller will not cure this objection. Accordingly, Purchaser hereby reserves its right Each Contributor agrees to terminate the Agreement solely with respect cause to the Chesterfield Property, unless at be discharged on or prior to Closing all Title Defects pertaining to Liens, encumbrances and other matters shown on the Commitments of a definite or ascertainable amount (the "Removable Liens") and to use its best efforts to cure any other Title Defects. The Title Defects shall not be treated as a Permitted Exception hereunder except as otherwise provided in this Section 5.1. Unless previously delivered to Purchasers, Contributors shall provide responses to all of the Title Objection Letters within five (5) business days of the Effective Date and the parties agree to work together in good faith in order to resolve any uncured Title Defects prior to Closing. If Contributors fail to either have the Title Defects deleted from any Commitment or Survey, as the case may be, as evidenced by a revised Commitment or revised Survey, or commit in writing to discharge and remove such Title Defects and Removable Liens prior to or at Closing, Purchaser or Seller is able satisfactory to obtain one of the following Purchasers, Purchasers may: (hereinafter, the “Chesterfield Title Condition”): (ia) written evidence, in recordable form, that Detroit Edison has permanently abandoned the use of the Applicable Easement, or (ii) a title insurance commitment issued by either Xxxxxxx Title, First American Title Insurance Company, or another title insurance company reasonably acceptable to Purchaser, with an endorsement in the form of Exhibit A attached hereto or a similar endorsement containing substantially similar coverage for Purchaser. In the event the foregoing Chesterfield Title Condition has not been satisfied at the time for the scheduled Closing to occur under the Agreement, then (w) Purchaser shall be obligated to proceed to Closing (on the schedule date for Closing) terminate this Agreement with respect to all or any of the other Properties other than Projects by delivery of written notice to Contributors, whereupon either all of the Chesterfield Property, (x) the applicable Deposit or a prorated portion of the Purchase Price allocable to Deposit, based upon the Chesterfield Property shall not be paid unless Agreed Values of those non-terminated Projects as set forth on Exhibit E attached hereto and until a closing occurs with respect to the Chesterfield Propertyagreed values set forth in the Other Contribution Agreement (the “Prorated Deposit”), (y) the applicable portion of the Deposit allocable to the Chesterfield Property shall be retained returned to SCOLP by the Escrow Agent; (b) elect to take title subject to any uncured Title Defects, and credit against the Agreed Values the actual cost incurred or to be incurred by Purchasers to cure such Title Defects or remove the Removable Liens; or (zc) extend for up to thirty (30) days the closing solely with respect period for Contributors to cure such Title Defects, and if such Title Defects are not deleted during the extended period, Purchasers may then exercise its rights under subparagraphs (a) or (b) above. Notwithstanding anything herein to the Chesterfield Property shall be delayed and shall occur ten (10) business days after the Chesterfield Title Condition has been satisfiedcontrary, provided, however, that in the event Contributors are unable to cure any Title Defect, but the closing on Title Company is able to provide insurable title and/or affirmative coverage for said Title Defect and Purchasers have reviewed and approved, in their sole discretion, the Chesterfield Property manner in which affirmative coverage for said Title Defect has not occurred on or before sixty been obtained, then Purchasers shall accept such insurable title without any credit for such Title Defect. If Contributors cause such Title Defects to be deleted from the Commitments, the Closing shall be held within fourteen (6014) days after delivery of the closing occurs revised Commitments and Surveys or on the remainder of the PropertiesClosing Date specified in Section 16 hereof, then either party shall have the right to terminate the Agreement solely with respect to the Chesterfield Propertywhichever is later.

Title Objections. Purchaser previously delivered If any of the following occurs (each, a “Title Objection”): (a) a Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any Person other than the Land Owner has title to the insured Real Property estate covered by the Title Commitment; (b) a Title Commitment, Site Plan, Survey or other evidence of title or search of the appropriate real property records discloses any Encumbrances other than Permitted Encumbrances; and that in Buyer’s opinion, could reasonably be expected to interfere in a material respect with the ability of Buyer to use the property for its intended purpose in connection with the Project; Buyer shall, within thirty (30) days after receipt of the detailed spreadsheet, Title Commitment, all recorded documents, Site Plan and Survey showing the final location of all Project Facilities for any specific parcel comprising the Project, provide Seller with a notice identifying any Title Objection with respect to such parcel; provided, however, Xxxxx and Seller shall have recurring meetings after the Effective Date to coordinate and expedite the title curative process where practicable. In the event there are any changes in the location of Project Facilities that impacts a parcel or if a change in the location of Project Facilities causes a parcel to change in terms of zoning, setback or regulatory requirements, or in the event any updated Title Commitment or updated Survey discloses any new requirement, exception or issue, Seller shall notify Buyer of such change, requirement, exception or issue and Buyer will have an additional thirty (30) days to provide a supplemental notice of title and survey objections any Title Objection upon receipt of a revised Title Commitment or Survey. Seller will use its Commercially Reasonable Efforts, at Seller’s expense, to Seller cure each Title Objection timely raised in accordance with Section 4(a) of the Agreement. Such notice included objections writing by Buyer to Seller, to eliminate each Title Objection as an exception to the Chesterfield, Michigan title commitment File No. 14000070840 issued by Xxxxxxx Title Guaranty Commitment or cause the Title Company to insure over such Title Objection (or in the “Commitment”) and the related survey relating case of a Title Objection arising from a Survey to resolve such Title Objection in a certain Facility known as Prestige Commons located in Chesterfield, Michigan (the “Chesterfield Property”manner reasonably acceptable to Buyer). In particular, Purchaser specifically objected to an encroachment of the building into a Detroit Edison Underground Easement recorded in Book 16223, page 822 of the public records (the “Applicable Easement”), as described in the Commitment, and as depicted on the survey. Seller indicated shall promptly identify in its Seller’s Response Notice title spreadsheet any Crossing Agreement required for the Project. The form of each such Crossing Agreement shall be subject to the prior written approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed. If Seller is unable to cure any Buyer Title Objection or, with respect to any Title Objection that Seller will not cure this objection. Accordinglyis an exception to title insurance coverage, Purchaser hereby reserves its right to terminate the Agreement solely obtain an Insured Exception with respect to the Chesterfield Property, unless at or prior to Closing, Purchaser or Seller is able to obtain one of the following (hereinafter, the “Chesterfield specific Title Condition”): (i) written evidence, in recordable form, that Detroit Edison has permanently abandoned the use of the Applicable Easement, or (ii) a title insurance commitment issued by either Xxxxxxx Title, First American Title Insurance Company, or another title insurance company reasonably acceptable to Purchaser, with an endorsement in the form of Exhibit A attached hereto or a similar endorsement containing substantially similar coverage for Purchaser. In the event the foregoing Chesterfield Title Condition has not been satisfied at the time for the scheduled Closing to occur under the Agreement, then (w) Purchaser shall be obligated to proceed to Closing (on the schedule date for Closing) with respect to all of the other Properties other than the Chesterfield Property, (x) the applicable portion of the Purchase Price allocable to the Chesterfield Property shall not be paid unless and until a closing occurs with respect to the Chesterfield Property, (y) the applicable portion of the Deposit allocable to the Chesterfield Property shall be retained by the Escrow Agent, and (z) the closing solely with respect to the Chesterfield Property shall be delayed and shall occur ten (10) business days after the Chesterfield Title Condition has been satisfied, provided, however, that in the event the closing on the Chesterfield Property has not occurred Objection on or before sixty (60) days after the closing occurs on the remainder of the PropertiesClosing Date, then either party on Buyer’s request the subject Real Property and related Land Contract will be excluded from the Project Assets. Any Title Objection that the Title Company is willing to insure over on terms acceptable to both Seller and Buyer (for avoidance of doubt, ALTA Endorsement 36.6-06 (Energy Project Leasehold/Easement Owner’s) (04-02-12) shall have be deemed acceptable), provided that the right to terminate the Agreement solely with respect matter giving rise to the Chesterfield PropertyTitle Objection will not be excluded from coverage under such endorsement, is herein referred to as an “Insured Exception.” Buyer shall cooperate with Seller’s curative efforts, including, without limitation, providing technical crossing specifications when required in connection with Seller’s pursuit of any encroachment or crossing agreement.

Title Objections. (a) To and including that day which is thirty (30) days following the Effective Date (the "Initial Examination Period"), Purchaser previously delivered its notice may examine title to the Property and obtain a commitment for title insurance (the "Title Commitment") and notify Seller of any encumbrances, exceptions or matters appearing on the Title Commitment rendering title unmarketable as of the date thereof, other than the Existing Title Exceptions, and Purchaser shall provide a copy of the Title Commitment to Seller within a reasonable period of time after receipt thereof by Purchaser. Following the Effective Date, Seller agrees not to further voluntarily encumber the Property without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. For purposes of this Contract, the marketability of title to the Property shall be determined under Georgia law, as supplemented by the title standards of the State Bar of Georgia. If Purchaser fails to notify Seller of any objections, other than the Existing Title Exceptions, to the marketability of title disclosed by the Title Commitment prior to the end of the Initial Examination Period, Purchaser shall be deemed to have accepted the state of title as of the date of this Contract, subject to subparagraph 6(b) hereof. Notwithstanding the preceding sentence, Seller agrees to pay, discharge and survey cause to be canceled of record prior to Closing any security deed, mortgage or related loan documents entered into by Seller (or otherwise satisfy Purchaser's title insurance company so that such title insurance company will eliminate same as an exception to Purchaser's Owner's Title Insurance Policy). Seller also agrees to cause Purchaser's title insurance company to insure or endorse over any judgments for monetary damages or material or mechanic liens, but only to the extent that such title insurance company is willing to insure or endorse over any and all such judgments and liens based solely on Seller's entering into a title indemnity agreement with such title company where Seller's liability thereunder is expressly limited to no more than $100,000 in the aggregate, escrowed with such title company. If Seller does not correct any of Purchaser's objections within fifteen (15) business days from receipt of such notice and in the manner set forth above or notify Purchaser, within such time period, that such objections will be cured at the Closing and so cure same by or at Closing, then, at the option of Purchaser, evidenced by written notice to Seller given within five (5) days after the expiration of said period or failure to cure, Purchaser shall: (i) waive Purchaser's objection and purchase the Property (or such portion thereof or interest therein as Seller is able to convey), without any reduction in accordance with Section 4(athe Purchase Price; (ii) decline to purchase the Property and receive the return of the Agreement. Such notice included Xxxxxxx Money, as Purchaser's sole and exclusive remedy hereunder; or (iii) seek specific performance in order to require Seller to completely fulfill its obligations under this Contract; provided, that, such action is brought within forty-five (45) days from the expiration date by which such failure, default, or breach should have been cured. (b) After the Initial Examination Period but prior to the Closing, Purchaser may from time to time make additional examinations of Seller's title to the Property and notify Seller of any objections to the Chesterfieldmarketability of Seller's title arising from and after the effective date of the Title Commitment. If Seller fails to cure any of such objections of Purchaser, Michigan title commitment File No. 14000070840 issued by Xxxxxxx Title Guaranty Company (then at the “Commitment”) and option of the related survey relating to a certain Facility known as Prestige Commons located in Chesterfield, Michigan (the “Chesterfield Property”). In particularPurchaser, Purchaser specifically objected to an encroachment shall have its choice of the building into a Detroit Edison Underground Easement recorded elections provided in Book 16223, page 822 of the public records (the “Applicable Easement”), as described in the Commitment, and as depicted on the survey. Seller indicated in its Seller’s Response Notice that Seller will not cure this objection. Accordingly, Purchaser hereby reserves its right to terminate the Agreement solely subparagraph 6(a) with respect to the Chesterfield Propertyinitial examination; provided, unless at however, if any such subsequent objection to the marketability of Seller's title arose or prior to Closingwas created in breach of Seller's agreements under subparagraph 6(a) hereof, then Purchaser or Seller is able to obtain one may seek specific performance of the following this Contract against Seller. (hereinafterc) As used in this Contract, the “Chesterfield term "Permitted Title Condition”): Exceptions" shall refer to the Existing Title Exceptions and to those title objections or exceptions affecting the marketability of title to the Property and which (i) written evidence, were not objected to by Purchaser within the time provided in recordable form, that Detroit Edison has permanently abandoned the use of the Applicable Easementsubparagraph 6(a) hereof, or (ii) a title insurance commitment issued were waived by either Xxxxxxx Title, First American Title Insurance CompanyPurchaser pursuant to subparagraph 6(a)(i) hereof, or another title insurance company reasonably acceptable (iii) were waived by Purchaser pursuant to Purchaser, with an endorsement in the form of Exhibit A attached hereto or a similar endorsement containing substantially similar coverage for Purchaser. In the event the foregoing Chesterfield Title Condition has not been satisfied at the time for the scheduled Closing to occur under the Agreement, then (wsubparagraph 6(b) Purchaser shall be obligated to proceed to Closing (on the schedule date for Closing) with respect to all of the other Properties other than the Chesterfield Property, (x) the applicable portion of the Purchase Price allocable to the Chesterfield Property shall not be paid unless and until a closing occurs with respect to the Chesterfield Property, (y) the applicable portion of the Deposit allocable to the Chesterfield Property shall be retained by the Escrow Agent, and (z) the closing solely with respect to the Chesterfield Property shall be delayed and shall occur ten (10) business days after the Chesterfield Title Condition has been satisfied, provided, however, that in the event the closing on the Chesterfield Property has not occurred on or before sixty (60) days after the closing occurs on the remainder of the Properties, then either party shall have the right to terminate the Agreement solely with respect to the Chesterfield Propertyhereof.

Title Objections. If the Title Commitment discloses title exceptions other than the Permitted Exceptions in the reasonable discretion of Purchaser, interfere with Purchaser’s ability to use or finance the Real Property or materially affects the value of the Property, Purchaser previously delivered its notice of title and survey objections to shall notify Seller in accordance with Section 4(awriting of its objections thereto within thirty (30) Business Days of the Agreement. Such notice included objections to the Chesterfield, Michigan title commitment File No. 14000070840 issued by Xxxxxxx Effective Date (“Title Guaranty Company (the “Commitment”) and the related survey relating to a certain Facility known as Prestige Commons located in Chesterfield, Michigan (the “Chesterfield PropertyObjections”). In particular, Purchaser specifically objected to an encroachment Seller shall have five (5) Business Days from the receipt of the building into a Detroit Edison Underground Easement recorded in Book 16223, page 822 of the public records such notice (the “Applicable Easement”), as described in the Commitment, and as depicted on the survey. Seller indicated in its Seller’s Response Notice that Removal Period”) to have such title exceptions removed from the Title Commitment and to correct any such survey matters. If Seller will not cure this objection. Accordinglyfails to timely provide such removal, Purchaser hereby reserves its right to terminate the Agreement solely with respect to the Chesterfield Propertycorrection or insurance, unless at or prior to Closing, Purchaser or Seller is able to obtain one of the following (hereinafter, the “Chesterfield Title Condition”): shall occur: (i) Purchaser may declare this Agreement null and void by giving written evidencenotice to Seller within three (3) Business Days after the expiration of Seller’s Removal Period (“Termination Notice”), in recordable form, that Detroit Edison has permanently abandoned whereupon the use parties hereto shall have no further obligations hereunder (except for those obligations which otherwise survive the termination of this Agreement) and the Applicable Easement, Deposit shall be returned to Purchaser; or (ii) a title insurance commitment issued if Purchaser does not timely give the Termination Notice, any outstanding Title Objections shall become Permitted Exceptions for all purposes hereunder. If Purchaser does not provide Seller with notice of Title Objections within thirty (30) Business Days of the Effective Date, the Title Commitment shall be deemed accepted by either Xxxxxxx TitlePurchaser. If Purchaser does not elect to terminate this Agreement pursuant to the terms of this Section 5.3, First American Title Insurance Companythen, or another title insurance company reasonably acceptable prior to Purchaserthe last date that Purchaser could have so terminated this Agreement, with an endorsement in Purchaser shall have established to its satisfaction the form of Exhibit A attached hereto Owner’s Title Policy (including any endorsements) that Title Company is prepared to issue to Purchaser at Closing and Closing shall not be conditioned upon Title Company’s willingness to issue an Owner’s Title Policy in material variance from such form or a similar endorsement containing substantially similar coverage for Purchaserto issue additional endorsements. In Notwithstanding anything to the event the foregoing Chesterfield Title Condition has not been satisfied at the time for the scheduled Closing to occur under the Agreementcontrary, then (w) Purchaser Seller shall be obligated to proceed remove at Closing any and all liens secured by deeds of trusts or mortgages securing loans made to Closing Seller and remove or bond over any other voluntary monetary liens created by Seller (on the schedule date for Closing) with respect to all of the other Properties other than the Chesterfield Property, (x) the applicable portion of the Purchase Price allocable to the Chesterfield Property shall not be paid unless and until a closing occurs with respect to the Chesterfield Property, (y) the applicable portion of the Deposit allocable to the Chesterfield Property shall be retained by the Escrow Agent, and (z) the closing solely with respect to the Chesterfield Property shall be delayed and shall occur ten (10) business days after the Chesterfield Title Condition has been satisfied, provided, however, that in the event the closing on the Chesterfield Property has not occurred on or before sixty (60) days after the closing occurs on the remainder of the Properties, then either party shall have the right to terminate the Agreement solely with respect to the Chesterfield Propertycollectively “Monetary Liens”).

Title Objections. Purchaser previously delivered its 5.3.1 Buyer shall have until 11:59 p.m. (Pacific Time) on the Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. 5.3.2 No more than five (5) days after Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer in writing of any disapproved title and survey objections exceptions that Seller is unable or unwilling to Seller cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in accordance with Section 4(a) of the Agreement. Such notice included objections this Agreement to the Chesterfieldcontrary, Michigan title commitment File No. 14000070840 issued by Xxxxxxx Title Guaranty Company (the “Commitment”) and the related survey relating to a certain Facility known as Prestige Commons located in Chesterfield, Michigan (the “Chesterfield Property”). In particular, Purchaser specifically objected to an encroachment of the building into a Detroit Edison Underground Easement recorded in Book 16223, page 822 of the public records (the “Applicable Easement”), as described in the Commitment, and as depicted on the survey. Seller indicated in its Seller’s Response Notice that Seller will not cure this objection. Accordingly, Purchaser hereby reserves its right to terminate the Agreement solely with respect to the Chesterfield Property, unless at or prior to before the Closing, Purchaser Seller shall, at no cost or Seller is able expense to obtain one of the following (hereinafter, the “Chesterfield Title Condition”): Buyer: (i) written evidenceremove any liens or encumbrances securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of the Title Policy as hereinafter defined, in recordable formform and content reasonably acceptable to Seller. Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. 5.3.3 If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, that Detroit Edison has permanently abandoned including as a result of failing to respond within the use five (5) days provided above, then Buyer will have five (5) days after its receipt of Seller’s notification (or expiration of said five (5) day period for Seller’s response) to either: (i) waive its objection to the Applicable Easement, disapproved title exception and cause this Agreement to remain in full force and effect; or (ii) a title insurance commitment issued by either Xxxxxxx Title, First American Title Insurance Company, or another title insurance company reasonably acceptable terminate this Agreement in accordance with the provisions of Sections 4.2 and 4.3 above. If Buyer fails to Purchaser, with an endorsement notify Seller of its election of one of the two options stated in the form of Exhibit A attached hereto or a similar endorsement containing substantially similar coverage for Purchaser. In the event the foregoing Chesterfield Title Condition has not been satisfied at the time for the scheduled Closing to occur under the Agreementpreceding sentence within such 5-day period, then (w) Purchaser shall Buyer will be obligated deemed to proceed have waived its objection to Closing (on the schedule date for Closing) with respect to all of the other Properties other than the Chesterfield Property, (x) the applicable portion of the Purchase Price allocable to the Chesterfield Property shall not be paid unless and until a closing occurs with respect to the Chesterfield Property, (y) the applicable portion of the Deposit allocable to the Chesterfield Property shall be retained by the Escrow Agentany disapproved title exception, and (z) the closing solely with respect any such exception will be deemed to the Chesterfield Property shall be delayed and shall occur ten (10) business days after the Chesterfield Title Condition has been satisfied, provided, however, that in the event the closing on the Chesterfield Property has not occurred on or before sixty (60) days after the closing occurs on the remainder of the Properties, then either party a Permitted Exception. 5.3.4 Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer, Buyer may deliver to Seller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. If Seller fails to cure all New Objections on or before the Closing Date, Buyer may terminate the Agreement solely with respect to the Chesterfield Propertythis Agreement, in which event Sections 4.3(a) through (d) hereof shall apply.

Title Objections. The parties acknowledge that Seller (at Purchaser's expense) has delivered or caused to be delivered to Purchaser, and Purchaser previously delivered its notice of title and survey objections has had an opportunity to Seller in accordance with Section 4(a) of the Agreement. Such notice included objections to the Chesterfieldreview, Michigan title commitment File No. 14000070840 number LT2K0296 issued by Xxxxxxx Lawyers Title Guaranty Company (the “Commitment”) and the related survey relating to a certain Facility known as Prestige Commons located in ChesterfieldInsurance Corporation, Michigan (the “Chesterfield Property”). In particular, Purchaser specifically objected to an encroachment of the building into a Detroit Edison Underground Easement recorded in Book 16223, page 822 of the public records (the “Applicable Easement”), as described in the Commitment, and as depicted on the survey. Seller indicated in its Seller’s Response Notice that Seller will not cure this objection. Accordingly, Purchaser hereby reserves its right to terminate the Agreement solely with respect to the Chesterfield Property, unless at or prior to Closing, Purchaser or Seller is able to obtain one of the following (hereinafter, the “Chesterfield Title Condition”): (i) written evidence, in recordable form, that Detroit Edison has permanently abandoned the use of the Applicable Easement, or (ii) a title insurance commitment number 3102-00661 issued by either Xxxxxxx Title, Chicago Title Insurance Company and title commitment number NY-00001540-NYNY-N4002 issued by First American Title Insurance CompanyCompany of New York (collectively, or another the "Commitment") for an owner's policy of title insurance company reasonably acceptable to Purchaser, with an endorsement in the form of Exhibit A attached hereto or a similar endorsement containing substantially similar coverage for Purchaser. In the event the foregoing Chesterfield Title Condition has not been satisfied at the time for the scheduled Closing to occur under the Agreement, then (w) Purchaser shall be obligated to proceed to Closing (on the schedule date for Closing) with respect to all Purchaser's acquisition of the Property. Purchaser shall purchase and accept such owner's policy of title insurance from the Title Companies, as co-insurers on an equal (i.e., 1/3rd each) basis and Purchaser shall cause any entity financing Purchaser's acquisition of the Property to similarly accept its mortgagee's policy of title insurance from the Title Companies on the same equal basis. Purchaser has heretofore given Seller notice of Purchaser's objections (the "Title Objections") to those liens, encumbrances or other Properties title exceptions (other than Permitted Encumbrances) revealed by the Chesterfield PropertyCommitment or has otherwise waived its right to do so. Any liens, encumbrances and other title exceptions appearing on the Commitment which have not been expressly objected to in a written notice to Seller prior to the date hereof shall not constitute Title Objections and shall be deemed Permitted Encumbrances. If, prior to the Closing Date, any of the Title Companies shall deliver any update to the Commitment which discloses additional liens, encumbrances or other title exceptions which were not disclosed by the Commitment ) (each, an "Update Exception"), then Purchaser shall have until the earlier of (x) the applicable portion five (5) business days after delivery of the Purchase Price allocable to the Chesterfield Property shall not be paid unless and until a closing occurs with respect to the Chesterfield Property, such update or (y) the applicable portion business day immediately preceding the Closing Date, time being of the Deposit allocable essence (the "Update Objection Date") to deliver notice to Seller objecting to any of the Update Exceptions. If Purchaser fails to deliver such objection notice by the Update Objection Date, Purchaser shall be deemed to have waived its right to object to any Update Exceptions (and the same shall not be deemed Title Objections and shall be deemed Permitted Encumbrances). If Purchaser shall deliver such objection notice by the Update Objection Date, any Update Exceptions which are not objected to in such notice shall not constitute Title Objections and shall be deemed Permitted Encumbrances. Purchaser shall not be entitled to object to, and shall be deemed to have approved, any liens, encumbrances or other title exceptions (and the same shall not constitute Title Objections but shall be deemed Permitted Encumbrances) (1) over which the Title Companies are willing to insure (without additional cost to Purchaser), (2) against which the Title Companies are willing to provide affirmative insurance (without additional cost to Purchaser), or (3) which will be extinguished upon the transfer of the Property (collectively, the "Non-Objectionable Encumbrances"). Notwithstanding anything to the Chesterfield Property shall be retained contrary contained herein, if Seller is unable to eliminate the Title Objections set forth in the Commitment or any update thereto by the Escrow AgentScheduled Closing Date, and unless the same are waived by Purchaser without any abatement in the Purchase Price, Seller may, upon at least two (z2) business days' prior notice (the closing solely "Title Cure Notice") to Purchaser (except with respect to the Chesterfield Property shall be delayed and shall occur ten matters first disclosed during such two (102) business days after day period, as to which matters notice may be given at any time through and including the Chesterfield Title Condition has been satisfiedScheduled Closing Date) adjourn the Scheduled Closing Date (such date to which Seller adjourns the Scheduled Closing Date is herein referred to as the "Adjourned Closing Date"), provided, however, that in the event the closing on the Chesterfield Property has for a period not occurred on or before sixty to exceed ninety (6090) days after ("the closing occurs on the remainder of the PropertiesTitle Cure Period"), then either party shall have the right in order to terminate the Agreement solely with respect attempt to the Chesterfield Propertyeliminate such exceptions.

Title Objections. Purchaser previously delivered its 5.3.1 Buyer shall have until 11:59 p.m. (Pacific Time) on the Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. 5.3.2 No more than five (5) days after Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer in writing of any disapproved title and survey objections exceptions that Seller is unable or unwilling to Seller cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in accordance with Section 4(a) of the Agreement. Such notice included objections this Agreement to the Chesterfieldcontrary, Michigan title commitment File No. 14000070840 issued by Xxxxxxx Title Guaranty Company (the “Commitment”) and the related survey relating to a certain Facility known as Prestige Commons located in Chesterfield, Michigan (the “Chesterfield Property”). In particular, Purchaser specifically objected to an encroachment of the building into a Detroit Edison Underground Easement recorded in Book 16223, page 822 of the public records (the “Applicable Easement”), as described in the Commitment, and as depicted on the survey. Seller indicated in its Seller’s Response Notice that Seller will not cure this objection. Accordingly, Purchaser hereby reserves its right to terminate the Agreement solely with respect to the Chesterfield Property, unless at or prior to before the Closing, Purchaser Seller shall, at no cost or Seller is able expense to obtain one of the following (hereinafter, the “Chesterfield Title Condition”): Buyer: (i) written evidenceremove any liens or encumbrances securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of the Title Policy as hereinafter defined, in recordable formform and content reasonably acceptable to Seller. Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. 5.3.3 If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, that Detroit Edison has permanently abandoned including as a result of failing to respond within the use five (5) days provided above, then Buyer will have five (5) days after its receipt of Seller’s notification (or expiration of said five (5) day period for Seller’s response) to either: (i) waive its objection to the Applicable Easement, disapproved title exception and cause this Agreement to remain in full force and effect; or (ii) a title insurance commitment issued by either Xxxxxxx Title, First American Title Insurance Company, or another title insurance company reasonably acceptable terminate this Agreement in accordance with the provisions of Sections 4.2 and 4.3 above. If Buyer fails to Purchaser, with an endorsement notify Seller of its election of one of the two options stated in the form of Exhibit A attached hereto or a similar endorsement containing substantially similar coverage for Purchaser. In the event the foregoing Chesterfield Title Condition has not been satisfied at the time for the scheduled Closing to occur under the Agreementpreceding sentence within such 5-day period, then (w) Purchaser shall Buyer will be obligated deemed to proceed have waived its objection to Closing (on the schedule date for Closing) with respect to all of the other Properties other than the Chesterfield Property, (x) the applicable portion of the Purchase Price allocable to the Chesterfield Property shall not be paid unless and until a closing occurs with respect to the Chesterfield Property, (y) the applicable portion of the Deposit allocable to the Chesterfield Property shall be retained by the Escrow Agentany disapproved title exception, and (z) the closing solely with respect any such exception will be deemed to the Chesterfield Property shall be delayed and shall occur ten (10) business days after the Chesterfield Title Condition has been satisfied, provided, however, that in the event the closing on the Chesterfield Property has not occurred on or before sixty (60) days after the closing occurs on the remainder of the Properties, then either party a Permitted Exception. 5.3.4 Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer, Buyer may deliver to Seller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. If Seller fails to cure all New Objections on or before the Closing Date, Buyer may terminate the Agreement solely with respect to the Chesterfield Property.this Agreement, in which event Sections 4.3(a) through

Title Objections. (a) The parties acknowledge that Seller (at Purchaser's expense) has delivered or caused to be delivered to Purchaser, and Purchaser previously delivered its notice of title and survey objections has had an opportunity to Seller in accordance with Section 4(a) of the Agreement. Such notice included objections to the Chesterfieldreview, Michigan title commitment File No. 14000070840 number LT050081 issued by Xxxxxxx Lawyers Title Guaranty Company (the “Commitment”) and the related survey relating to a certain Facility known as Prestige Commons located in ChesterfieldInsurance Corporation, Michigan (the “Chesterfield Property”). In particular, Purchaser specifically objected to an encroachment of the building into a Detroit Edison Underground Easement recorded in Book 16223, page 822 of the public records (the “Applicable Easement”), as described in the Commitment, and as depicted on the survey. Seller indicated in its Seller’s Response Notice that Seller will not cure this objection. Accordingly, Purchaser hereby reserves its right to terminate the Agreement solely with respect to the Chesterfield Property, unless at or prior to Closing, Purchaser or Seller is able to obtain one of the following (hereinafter, the “Chesterfield Title Condition”): (i) written evidence, in recordable form, that Detroit Edison has permanently abandoned the use of the Applicable Easement, or (ii) a title insurance commitment number 3605-00046 issued by either Xxxxxxx Title, Chicago Title Insurance Company and title commitment number 3008-74662 issued by First American Title Insurance CompanyCompany of New York (collectively, or another the "Title Commitment") for an owner's policy of title insurance company reasonably acceptable to Purchaser, with an endorsement in the form of Exhibit A attached hereto or a similar endorsement containing substantially similar coverage for Purchaser. In the event the foregoing Chesterfield Title Condition has not been satisfied at the time for the scheduled Closing to occur under the Agreement, then (w) Purchaser shall be obligated to proceed to Closing (on the schedule date for Closing) with respect to all Purchaser's acquisition of the Property. Purchaser shall purchase and accept such owner's policy of title insurance from the Title Companies, as co-insurers, each having the proportionate liabilities (with respect to 50% of the aggregate value of the Title Policy, as selected by Purchaser, and with respect to 50% of the aggregate value of the Title Policy, as selected by Seller) as provided on SCHEDULE 4.1 with First American Title Insurance Company of New York as the lead insurer, and Purchaser shall cause any entity financing Purchaser's acquisition of the Property at Closing to similarly accept its mortgagee's policy of title insurance from the Title Companies on the same proportionate basis. Purchaser has heretofore given Seller notice of Purchaser's objections (the "Title Objections") to those liens, encumbrances or other Properties title exceptions (other than Permitted Encumbrances) revealed by the Chesterfield PropertyTitle Commitment or has otherwise waived its right to do so. Any liens, encumbrances and other title exceptions appearing on the Title Commitment which have not been expressly objected to in a written notice to Seller prior to the date hereof shall not constitute Title Objections and shall be deemed Permitted Encumbrances. (b) If, on or prior to the Closing Date, any of the Title Companies shall deliver any update to the Title Commitment which discloses additional liens, encumbrances or other title exceptions which were not disclosed by the Title Commitment (each, an "Update Exception"), then Purchaser shall have until the earlier of (x) the applicable portion five (5) Business Days after delivery of the Purchase Price allocable to the Chesterfield Property shall not be paid unless and until a closing occurs with respect to the Chesterfield Property, such update or (y) the applicable portion Business Day immediately preceding the Closing Date (or, if the update was not delivered until the Closing Date, the Closing Date), time being of the Deposit allocable essence (the "Update Objection Date") to deliver notice to Seller objecting to any of the Update Exceptions. If Purchaser fails to deliver such objection notice by the Update Objection Date, Purchaser shall be deemed to have waived its right to object to any Update Exceptions (and the same shall not be deemed Title Objections and shall be deemed Permitted Encumbrances). If Purchaser shall deliver such objection notice by the Update Objection Date, any Update Exceptions which are not objected to in such notice shall not constitute Title Objections and shall be deemed Permitted Encumbrances. (c) Purchaser shall not be entitled to object to, and shall be deemed to have approved, any liens, encumbrances or other title exceptions (and the same shall not constitute Title Objections but shall be deemed Permitted Encumbrances) (1) over which the Title Companies are willing to insure (without additional cost to Purchaser), (2) against which the Title Companies are willing to provide affirmative insurance (without additional cost to Purchaser), or (3) which will be extinguished upon the transfer of the Property (collectively, the "Non-Objectionable Encumbrances"). Notwithstanding anything to the Chesterfield Property shall be retained contrary contained herein, if Seller is unable to eliminate the Title Objections set forth in the Title Commitment or any update thereto by the Escrow AgentScheduled Closing Date, and unless the same are waived by Purchaser without any abatement in the Purchase Price, Seller may, upon at least two (z2) Business Days' prior notice (the closing solely "Title Cure Notice") to Purchaser (except with respect to matters first disclosed during such two (2) Business Day period, as to which matters notice may be given at any time through and including the Chesterfield Property shall be delayed and shall occur ten Scheduled Closing Date) adjourn the Scheduled Closing Date (10) business days after such date to which Seller adjourns the Chesterfield Title Condition has been satisfiedScheduled Closing Date is herein referred to as the "Adjourned Closing Date"), provided, however, that in the event the closing on the Chesterfield Property has for a period not occurred on or before sixty to exceed ninety (6090) days after ("the closing occurs on the remainder of the PropertiesTitle Cure Period"), then either party shall have the right in order to terminate the Agreement solely with respect attempt to the Chesterfield Propertyeliminate such exceptions.

Title Objections. Simultaneously with the full execution of this Agreement, Seller shall provide Purchaser previously delivered its notice of with Seller’s most recent owner’s title insurance commitment for the Property. Purchaser shall within ten (10) days after the Effective Date, obtain an ALTA owner’s commitment for title insurance from LandAmerica and survey objections to Seller in accordance with Section 4(aCommonwealth Land Title Insurance Company (“Title Company”) of the Agreement. Such notice included objections to the Chesterfield, Michigan title commitment File No. 14000070840 issued by Xxxxxxx Title Guaranty Company (the “Commitment”) for the Property and the related survey relating to shall, promptly after receipt thereof, deliver a certain Facility known as Prestige Commons located in Chesterfield, Michigan (the “Chesterfield Property”). In particular, Purchaser specifically objected to an encroachment copy of the building Commitment to Seller. Purchaser acknowledges that Seller contemplates entering into a Detroit Edison Underground Easement Joint Use Agreement to be recorded in Book 16223, page 822 of the public records (the “Applicable Easement”), as described in the Commitment, and as depicted on the survey. by Seller indicated in its Seller’s Response Notice that Seller will not cure this objection. Accordingly, Purchaser hereby reserves its right to terminate the Agreement solely with respect to the Chesterfield Property, unless at or prior to Closing, Purchaser or Seller is able to obtain one Closing in favor of the following (hereinafter, the “Chesterfield Title Condition”): (i) written evidence, in recordable form, that Detroit Edison has permanently abandoned the use residents of the Applicable Easementadjacent townhome community, or (ii) a title insurance commitment issued by either Xxxxxxx Title, First American Title Insurance Company, or another title insurance company reasonably acceptable to Purchaser, with an endorsement in the form of Exhibit A attached hereto which has been provided by Seller to Purchaser. Prior to the expiration of the Inspection Period, Purchaser shall deliver to Seller a written statement of objections, if any, to any matters of title to the Real Property (including objections to the form or a similar endorsement containing substantially similar coverage for substance of the Joint Use Agreement and any and all matters of survey), and Seller shall have five (5) days after the receipt of such statement of objections in which to cure to Purchaser’s satisfaction or remove the same, time being of the essence. In the event the foregoing Chesterfield Title Condition has not been satisfied at the time for the scheduled Closing Seller fails or refuses to occur under the Agreementcure or remove or attempt to remove any other of said objections within said five (5) day period, then Purchaser may terminate this Agreement in writing within five (w) Purchaser shall be obligated to proceed to Closing (on the schedule date for Closing) with respect to all of the other Properties other than the Chesterfield Property, (x) the applicable portion of the Purchase Price allocable to the Chesterfield Property shall not be paid unless and until a closing occurs with respect to the Chesterfield Property, (y) the applicable portion of the Deposit allocable to the Chesterfield Property shall be retained by the Escrow Agent, and (z) the closing solely with respect to the Chesterfield Property shall be delayed and shall occur ten (10) business days after the Chesterfield Title Condition has been satisfied, provided, however, that in the event the closing on the Chesterfield Property has not occurred on or before sixty (605) days after the closing occurs end of five (5) day period described above. In the event Purchaser does not so terminate this Agreement, Purchaser shall be deemed to have waived the objections to title as described above in this Section 5.1, all matters of disclosed on Purchaser’s title commitment or survey shall be deemed “Permitted Exceptions” and Purchaser and Seller agree that Closing will be consummated in accordance with this Agreement in the remainder same manner as if there had been no title objections. In the event of termination of this Agreement pursuant to this Section 5.1, the Propertiesentire Xxxxxxx Money shall be delivered to Purchaser, then either and thereafter neither party shall have the right to terminate the Agreement solely with respect to the Chesterfield Propertyany further rights or obligations hereunder, except as expressly provided herein.