Common use of Title Report and Survey Clause in Contracts

Title Report and Survey. Prior to the Effective Date, Seller has provided Buyer with (a) a current title report for the Real Property, prepared by First American Title Insurance Company (the "Title Company") under order Xx. XXX-000000-XX, dated as of June 23, 2006 (the "Title Report"), (b) copies of documents referenced in the exceptions set forth in the Title Report, and (c) the Survey. In addition to any and all exceptions approved by Seller pursuant to Section 5.1.1 below, the Title Report shall be subject to and Buyer hereby approves as "Permitted Exceptions" the following: (i) exceptions for general taxes and assessments not yet due and payable, (ii) matters affecting title attributable to the acts of Buyer and its agents, contractors and employees, (iii) provision of existing laws, rules and regulations including, without limitation, building, zoning and environmental laws, (iv) any lien for municipal betterments assessed against the Property and (v) the Stoke Lease, including the right of first offer in Section 22 thereof. 5.1.1 Buyer shall have seven (7) days after the Effective Date (such period herein called the “Title Objection Period”) to notify Seller and the Title Company in writing of Buyer’s approval or disapproval of any exceptions or other matters shown therein other than the Permitted Exceptions listed in Section 5.1, above (“Notice of Title Objection”) and to request any customary and reasonable endorsements to the Title Report that Buyer desires. If Buyer does not give Seller written notice of disapproval of any such matters or exceptions within the prescribed time, the Title Report, the Survey and the supporting documents shall be deemed approved (and all exceptions therein shall be deemed “Permitted Exceptions”) and this condition shall be deemed satisfied. Within five (5) days after receipt of Buyer’s notice of disapproval of any such matters or exceptions timely delivered to Seller, Seller shall notify Buyer in writing whether Seller is willing to remove any such item which Buyer has disapproved ("Seller's Cure Item"). If Seller does not give Buyer written notice within the prescribed period of time, Seller shall be deemed to have elected not to remove any such item which Buyer has disapproved and such items shall not be deemed Seller's Cure Items. If there are exceptions which Buyer has disapproved and which Seller is not willing to remove at Seller's expense, Buyer shall have until five (5) days after receipt of Seller's notice of

Title Report and Survey. Prior Buyer may, at Buyer’s expense, employ a reputable surveyor or surveying firm, licensed by the state in which the Premises is located, to update any Existing Survey or survey the Effective DateProperty and prepare and deliver to Buyer, the Title Company and Seller a new ALTA survey thereof (collectively with any Existing Survey, the “Survey”). Buyer has provided Buyer with (a) received a current preliminary title report for covering the Real Property, prepared by First American Premises from the Title Insurance Company (the "Title Company") under order Xx. XXX-000000-XX, dated as of June 23, 2006 (the "“Title Report"”), (b) together with copies of documents referenced in the all instruments reflected as exceptions set forth in therein. Buyer has reviewed the Title Report, the copies of all instruments reflected as exceptions set forth therein, and the Existing Survey and has delivered to the Title Company and Seller a title objection letter dated June 26, 2015 (c) the Survey“Title Objection Letter”). In addition Buyer acknowledges that Seller has elected not to remove or cure any exceptions to title listed in the Title Objection Letter. The Title Company issued a Pro Forma Policy of Title Insurance on July 10, 2015; all of the exceptions listed on such report or shown on the Existing Survey shall be deemed to be Permitted Exceptions. With respect to any and all exceptions approved by Seller pursuant to Section 5.1.1 below, the Title Report shall be subject to and Buyer hereby approves as "Permitted Exceptions" the following: (i) exceptions for general taxes and assessments not yet due and payable, (ii) title or survey matters affecting title attributable to the acts of Buyer and its agents, contractors and employees, (iii) provision of existing laws, rules and regulations including, without limitation, building, zoning and environmental laws, (iv) any lien for municipal betterments assessed against the Property and (v) the Stoke Lease, including the right of first offer in Section 22 thereof. 5.1.1 Buyer shall have seven (7) days arising after the Effective Date and prior to the Closing which materially and adversely affect the value or operation of the Premises, other than any of the Permitted Exceptions (to which Buyer shall have no right to object), Buyer shall have until the earlier of (i) five (5) Business Days after Buyer’s actual knowledge of such period herein called matters or (ii) the “Title Objection Period”) Closing Date to notify Seller and the Title Company in writing of Buyer’s approval or disapproval objection thereto (the “Title Objections”). In the event Buyer shall timely notify Seller of any exceptions or other matters shown therein other than Title Objections, Seller shall have the Permitted Exceptions listed right, but not the obligation, to cure such Title Objection(s) in Section 5.1, above (“Notice of Title Objection”) its sole and to request any customary and reasonable endorsements to the Title Report that Buyer desires. If Buyer does not give Seller written notice of disapproval of any such matters or exceptions within the prescribed time, the Title Report, the Survey and the supporting documents shall be deemed approved (and all exceptions therein shall be deemed “Permitted Exceptions”) and this condition shall be deemed satisfiedabsolute discretion. Within five three (53) days Business Days after receipt of Buyer’s notice of disapproval of any Title Objection(s) (with the Closing Date automatically extended, if necessary, to allow for such matters or exceptions timely delivered to Seller, response period) Seller shall notify Buyer in writing whether Seller is willing elects to remove any attempt to cure such item which Buyer has disapproved Title Objection(s). Failure of Seller to give such notice within said three ("Seller's Cure Item"3) Business Day period shall be deemed an election by Seller not to cure such Title Objection(s). If Seller does not give Buyer written notice within the prescribed period of time, Seller shall be elects or is deemed to have elected not to remove cure any such item which Buyer has disapproved and such items shall not be deemed Seller's Cure Items. If there are exceptions which Buyer has disapproved and which Seller is not willing to remove at Seller's expenseTitle Objection(s) specified in Buyer’s notice, Buyer shall have until five the following options, to be given by written notice to Seller within two (52) days Business Days after Buyer’s receipt of Seller's ’s notice electing not to cure such objection(s) (or, if Seller fails to deliver such notice, within two (2) Business Days after the day on which Seller was required to deliver such notice): (i) to accept a conveyance of the Premises subject to the Permitted Exceptions, specifically including any matters objected to by Buyer which Seller has elected, or is deemed to have elected, not to cure (which such matter(s) shall thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, or (ii) to terminate this Agreement by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money Deposit shall be promptly returned to Buyer, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for those matters which expressly survive termination of this Agreement. In addition, if Seller fails prior to Closing to cure or satisfy any Title Objections(s) that Seller has elected, or is required hereunder, to cure or satisfy, then Buyer may: (a) accept a conveyance of the Premises subject to the Permitted Exceptions, specifically including such Title Objection(s) which Seller has failed to cure or satisfy (which such Title Objection(s) shall thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, or (b) terminate this Agreement by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate, the Xxxxxxx Money Deposit shall be immediately returned to Buyer, Seller shall promptly reimburse Buyer for its actual third party out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in connection with the transactions contemplated by this Agreement up to $125,000 and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder, except for those matters which expressly survive termination of this Agreement.

Title Report and Survey. Prior to the Effective Date, Seller has provided Buyer with (a) a current title report for the Real Property, prepared by First American Title Insurance Company Within fifteen (the "Title Company") under order Xx. XXX-000000-XX, dated as of June 23, 2006 (the "Title Report"), (b) copies of documents referenced in the exceptions set forth in the Title Report, and (c) the Survey. In addition to any and all exceptions approved by Seller pursuant to Section 5.1.1 below, the Title Report shall be subject to and Buyer hereby approves as "Permitted Exceptions" the following: (i) exceptions for general taxes and assessments not yet due and payable, (ii) matters affecting title attributable to the acts of Buyer and its agents, contractors and employees, (iii) provision of existing laws, rules and regulations including, without limitation, building, zoning and environmental laws, (iv) any lien for municipal betterments assessed against the Property and (v) the Stoke Lease, including the right of first offer in Section 22 thereof. 5.1.1 Buyer shall have seven (715) days after the Effective Date (such period herein called defined below), Seller, at its sole cost and expense, will deliver or cause to be delivered to Purchaser the following: (1) Commitment for Title Insurance (the “Title Objection PeriodCommitment”) from LandAmerica Charter Title Company, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, Attention: Xxxxx Xxxx (the “Title Company”), setting forth the status of title to notify the Property and, subject to standard exceptions, showing all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and any other similar matters affecting the Property or Seller’s title thereto; and (2) Copies of all documents referred to in the Title Commitment that are available to the Title Company, including but not limited to deeds, lien instruments, plats, encumbrances, reservations, restrictions and easements. (b) Seller has made available to Purchaser Seller’s most recent survey of the Property or portion thereof. Purchaser agrees that it will be responsible, at its cost and expense, for ordering and securing a new survey or update of any existing survey and a certified metes and bounds description of the Property, the Leased Premises identified in Exhibit C and, prior to Closing, any revised Leased Premises approved by Purchaser and Seller (the “Survey”). Such Survey must be reasonably acceptable to Seller, and the Title Company and must be delivered to Seller and the Title Company not later than thirty (30) days after the Effective Date. For purposes of the property description to be included in writing the Deed (as defined below) to be delivered pursuant to Section 5(b)(2)(a) hereof, the field notes and certified metes and bounds description of Buyer’s approval the Property prepared by the surveyor will control any conflicts or disapproval inconsistencies with the description of any exceptions or other matters shown therein other than the Permitted Exceptions listed Property in Section 5.11(a) hereof, above and such field notes and description will be incorporated in this Agreement upon their completion and approval by Seller. In addition, the initial updated or new Survey shall delineate the location of the Leased Premises described in Exhibit C hereto, and any modification of the Leased Premises approved by Purchaser and Seller prior to Closing shall be reflected on a subsequent update of the Survey. Seller agrees Table of Contents that it will reimburse Purchaser upon the Closing for Purchaser’s cost of the Survey up to a maximum of $5,000.00. (“Notice c) Purchaser will have until fifteen (15) days from Purchaser’s receipt of the Title Objection”) and to request any customary and reasonable endorsements Commitment (accompanied by legible copies of the instruments listed as title exceptions that are available to the Title Report that Buyer desiresCompany) within which to object in writing to any items affecting title to the Property which are disclosed by such Title Commitment (the “Encumbrances”). If Buyer does not give If, during said 15-day period, Purchaser gives Seller written notice of disapproval any objections to such Encumbrances (the “Title Objections”), then Seller will have a period of ten (10) days thereafter within which to cure all such Title Objections; provided that Seller shall have no obligation to cure any such Title Objections. If any revised Title Commitment or the Survey, or any amendment to the Title Commitment or the Survey discloses any leases, liens, easements, reservations, restrictions, or other exceptions or encumbrances to Seller’s title or the Property in addition to those items previously disclosed by the Title Commitment, Seller’s existing survey or the Survey (such new encumbrances being herein referred to as the “New Encumbrances”), then Purchaser shall have a period of five (5) business days within which to object to any such New Encumbrances, and Seller will have a period of ten (10) days to cure (but shall have no obligation to cure) Purchaser’s new Title Objections after receipt of written notice thereof from Purchaser; provided that if Purchaser fails to notify Seller in writing of its objection to any such New Encumbrances within five (5) business days after Purchaser’s receipt of the respective revised Title Commitment, Survey, amendment to the Title Commitment or amendment to the Survey or otherwise first receiving written notice of any such matters or exceptions within the prescribed timeNew Encumbrance, the Title Report, the Survey and the supporting documents Purchaser shall be deemed approved (to have waived any objections thereto, in which event any such New Encumbrances shall be deemed to be Permitted Exceptions. Any Encumbrances or New Encumbrances disclosed by the Title Commitment, Seller’s existing survey or the Survey, or any amendment or revision thereof, and all exceptions therein shall not timely objected to by Purchaser in writing will not constitute Title Objections but will be deemed “Permitted Exceptions”” for the purposes of this Agreement. This subparagraph is subject to the provisions of Section 21(a) and this condition shall be deemed satisfied. Within five (5c) days after receipt of Buyer’s notice of disapproval of any such matters or exceptions timely delivered below. (d) Unless all Encumbrances and New Encumbrances objected to Seller, by Purchaser in accordance with Section 2(c) above are cured by Seller shall notify Buyer in writing whether Seller is willing to remove any such item which Buyer has disapproved ("Seller's Cure Item"). If Seller does not give Buyer written notice within the prescribed period applicable 10-day period, then Purchaser will have the right to either: (1) waive any remaining objections, which will become Permitted Exceptions, and proceed to close the transaction covered hereby in accordance with the other terms and provisions hereof, without reduction of timethe Purchase Price; or (2) terminate this Agreement, Seller shall in which event Purchaser will be deemed entitled to have elected not to remove a return of the Xxxxxxx Money (less the independent consideration) and both parties will be released from any such item which Buyer has disapproved and such items shall not be deemed Seller's Cure Items. If there are exceptions which Buyer has disapproved and which Seller is not willing to remove at Seller's expensefurther obligations hereunder, Buyer shall have until five (5) days after receipt of Seller's notice ofexcept as otherwise provided herein.

Title Report and Survey. Prior to Promptly after the Effective Dateexecution and delivery of this Agreement, Seller has provided shall provide Buyer with (a) a current title report for the Real Property, (the "Title Report") prepared by First American America Title Insurance Guaranty Company (the "Title Company") under order Xx. XXX-000000-XX, dated as of June 23, 2006 (the "Title Report"), (b) copies of documents referenced in the exceptions set forth in the Title Report, and (c) the Survey. Promptly after the Effective Date, Seller shall instruct the Title Company to deliver the Title Report, copies of the documents referenced in the exceptions thereto, and shall deliver the Survey to Buyer, Buyer's attorney (as identified in Section 14 below), and Seller. In addition to any and all exceptions approved by Seller pursuant to Section 5.1.1 below, the Title Report shall be subject to and Buyer hereby approves as "Permitted Exceptions" the following: (i) exceptions for general taxes and assessments not yet due and payable, and (ii) matters affecting title attributable to the acts of Buyer and its agents, contractors and employees, (iii) provision of existing laws, rules and regulations including, without limitation, building, zoning and environmental laws, (iv) any lien for municipal betterments assessed against the Property and (v) the Stoke Lease, including the right of first offer in Section 22 thereof. 5.1.1 Buyer shall have seven thirty (730) days after receipt of the Effective Date Title Report (such period herein called the “"Title Objection Period”") to notify Seller and the Title Company in writing of Buyer’s 's approval or disapproval of any exceptions or other matters shown therein other than the Permitted Exceptions listed in Section 5.1, above (“"Notice of Title Objection”") and to request any customary and reasonable endorsements to the Title Report that Buyer desires. If Buyer does not give Seller written notice of disapproval of any such matters or exceptions within the prescribed time, the Title Report, the Survey and the supporting documents shall be deemed approved (and all exceptions therein shall be deemed “"Permitted Exceptions”") and this condition shall be deemed satisfied. Within five seven (57) days after receipt of Buyer’s 's notice of disapproval of any such matters or exceptions timely delivered to Seller, Seller shall notify Buyer in writing whether Seller is willing to remove any such item which Buyer has disapproved ("Seller's Cure Item"). If Seller does not give Buyer written notice within the prescribed period of time, Seller shall be deemed to have elected not to remove any such item which Buyer has disapproved and such items shall not be deemed Seller's Cure Items. If there are exceptions which Buyer has disapproved and which Seller is not willing to remove at Seller's expense, Buyer shall have until five the end of the Feasibility Period to notify Seller in writing of Buyer's election to either (5i) days after receipt waive its disapproval and approve such exceptions, or (ii) terminate this Agreement and receive a return of Seller's notice ofthe Deposit in accordance with Section 2. 1. If Buyer does not expressly elect to waive its disapproval in a timely manner, then this Agreement shall terminate and the Deposit shall be returned to Buyer.

Title Report and Survey. Prior to the Effective Date, Seller has provided Buyer with (a) a current title report for the Real Property, prepared by First American Title Insurance Company Within fifteen (the "Title Company") under order Xx. XXX-000000-XX, dated as of June 23, 2006 (the "Title Report"), (b) copies of documents referenced in the exceptions set forth in the Title Report, and (c) the Survey. In addition to any and all exceptions approved by Seller pursuant to Section 5.1.1 below, the Title Report shall be subject to and Buyer hereby approves as "Permitted Exceptions" the following: (i) exceptions for general taxes and assessments not yet due and payable, (ii) matters affecting title attributable to the acts of Buyer and its agents, contractors and employees, (iii) provision of existing laws, rules and regulations including, without limitation, building, zoning and environmental laws, (iv) any lien for municipal betterments assessed against the Property and (v) the Stoke Lease, including the right of first offer in Section 22 thereof. 5.1.1 Buyer shall have seven (715) days after the Effective Date (such period herein called defined below), Seller, at its sole cost and expense, will deliver or cause to be delivered to Purchaser the following: (1) Commitment for Title Insurance (the “Title Objection PeriodCommitment”) from LandAmerica Charter Title Company, 000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, Attention: Xxxxx Xxxx (the “Title Company”), setting forth the status of title to notify the Property and showing all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and any other similar matters affecting the Property or Seller’s title thereto; and (2) Copies of all documents referred to in the Title Commitment that are available to the Title Company, including but not limited to deeds, lien instruments, plats, encumbrances, reservations, restrictions and easements. (b) Seller has made available to Purchaser Seller’s most recent survey of the Property or portion thereof. Purchaser agrees that it will be responsible, at its cost and expense, for ordering and securing a new survey or update of any existing survey and a certified metes and bounds description of the Property (the “Survey”). Such Survey must be reasonably acceptable to Seller and the Title Company and must be delivered to such parties not later than thirty (30) days after the Effective Date. For purposes of the property description to be included in writing the Deed (as defined below) to be delivered pursuant to Section 5(b)(2)(a) hereof, the field notes and certified metes and bounds description of Buyer’s approval the Property prepared by the surveyor will control any conflicts or disapproval inconsistencies with the description of any exceptions or other matters shown therein other than the Permitted Exceptions listed Property in Section 5.11(a) hereof, above and such field notes and description will be incorporated in this Agreement upon their completion and approval by Seller. Seller agrees that it will reimburse Purchaser upon the Closing for Purchaser’s cost of the Survey up to a maximum of $3,000.00. (“Notice c) Purchaser will have until fifteen (15) days from Purchaser’s receipt of the Title Objection”) and to request any customary and reasonable endorsements Commitment (accompanied by legible copies of the instruments listed as title exceptions that are available to the Title Report that Buyer desiresCompany) within which to object in writing to any items affecting title to the Property which are disclosed by such items (the “Encumbrances”). If Buyer does not Purchaser makes any such objections, then Seller will have a period of ten (10) days thereafter within which to cure all Encumbrances objected to by Purchaser (other than objections pertaining to monetary liens which may be released at Closing as provided below) to the satisfaction of Purchaser (Purchaser will be deemed satisfied if the Title Commitment is modified and eliminates such objectionable items) and the Title Company. It is agreed that, as to any title objections made by Purchaser, Seller will have no obligation to cure such title objections. If any revised Title Commitment or the Survey, or any amendment to the Title Commitment or the Survey, discloses any leases, liens, easements, reservations, restrictions, or other exceptions or encumbrances to Seller’s title or the Property in addition to those items previously included on the Title Commitment and approved by Purchaser, those additional items will be deemed to be Encumbrances with respect to which Seller will have ten (10) days to cure (as provided above) after receipt of notice thereof from Purchaser. Seller agrees Table of Contents to give Seller Purchaser written notice of disapproval its efforts, if any, to cure all Encumbrances and the results thereof and will cause to be delivered at or prior to the end of any Seller’s 10-day cure period an amended Title Commitment and Survey reflecting the cure of such matters. Any matters or exceptions within the prescribed time, shown on the Title Report, Commitment or the Survey and the supporting documents shall be deemed approved (and all exceptions therein shall not objected to by Purchaser will not constitute Encumbrances, but will be deemed “Permitted Exceptions”” for the purposes of this Agreement. This subparagraph is subject to the provisions of Section 21(c) below (d) If all Encumbrances objected to by Purchaser are not cured by Seller within said 10-day period, then Seller will so notify Purchaser in writing, and Purchaser will have the right to either: (1) waive any remaining title objections, which will become Permitted Exceptions, and proceed to close the transaction covered hereby in accordance with the other terms and provisions hereof (subject to Purchaser’s right to obtain releases of any monetary liens covering the Property as aforesaid), without reduction of the Purchase Price; or (2) terminate this condition shall Agreement, in which event Purchaser will be deemed satisfiedentitled to a return of the Xxxxxxx Money and both parties will be released from any further obligations hereunder, except as otherwise provided herein. Within If Purchaser fails to expressly elect either of the above options within five (5) days after receipt following delivery to Purchaser of Buyer’s notice of disapproval of any such matters or exceptions timely delivered to Sellerthe amended Title Commitment, Seller shall notify Buyer in writing whether Seller is willing to remove any such item which Buyer has disapproved ("Seller's Cure Item"). If Seller does not give Buyer written notice within the prescribed period of time, Seller shall Purchaser will be deemed to have elected to purchase the Property subject to the Encumbrances not to remove any such item removed or cured, which Buyer has disapproved and such items shall not be deemed Seller's Cure Items. If there are exceptions which Buyer has disapproved and which Seller is not willing to remove at Seller's expense, Buyer shall have until five (5) days after receipt of Seller's notice ofwill become Permitted Exceptions.