Common use of Title Review and Cure Clause in Contracts

Title Review and Cure. During the Due Diligence Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. Seller will reasonably cooperate with Purchaser in curing any objections Purchaser may have to title to the Property. Seller shall have no obligation to cure title objections except liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released at the Closing. Seller further agrees to remove any exceptions or encumbrances to title of which are created by, under or through Seller after the Date of this Agreement without Purchaser’s consent. Purchaser may terminate this Agreement and receive a refund of the Exxxxxx Money if the Title Company revises the Title Commitment after the expiration of the Due Diligence Period to add or modify exceptions, or to add or modify the conditions to obtaining any endorsement requested by Purchaser during the Due Diligence Period, if such additions or modifications are not acceptable to Purchaser and are not removed by the Closing Date. The term “Permitted Exceptions” shall mean: the specific exceptions (exceptions that are not part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to insure over or remove from the Title Commitment as of the end of the Due Diligence Period and that Seller is not required to remove as provided above; items shown on the Survey, which have not been removed as of the end of the Due Diligence Period; real estate taxes not yet due and payable; and tenants in possession as tenants only under the Leases without any option to purchase or acquire an interest in the Property.

Title Review and Cure. During the Due Diligence Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and Documents. Purchaser shall be entitled to object to any title matters shown in the SurveyTitle Documents, in its sole discretion, by a written notice of objections delivered to Seller on or before the expiration of the Due Diligence Period. Seller will reasonably cooperate At Closing, whether or not Purchaser makes any objection with Purchaser in curing any objections Purchaser may have to title to the Property. respect thereto, Seller shall have no obligation to cure title objections except remove any liens of an ascertainable amount created byand security interests (other than the liens and security interests securing the Parcel B Loan) including, under without limitation, mechanics and materialmens liens or through Sellerclaims thereof, which liens Seller shall cause to be released at the Closing. Seller further agrees to remove and any exceptions or encumbrances to title of which are created by, under by or through Seller after the Effective Date of this Agreement without Purchaser’s consent(other than the REA). With respect to any other objections, Seller will cooperate with Purchaser may in curing such objections, but shall have no obligation to do so. If Purchaser does not terminate this Agreement and receive a refund before the expiration of the Exxxxxx Money if Due Diligence Period pursuant to Section 2.2, then Purchaser shall have been deemed to have approved any title exception set forth in the Title Company revises the Title Commitment Documents that Seller is not obligated to remove and did not agree in writing to remove or cure. If after the expiration of the Due Diligence Period the Title Company revises the Title Commitment, or the surveyor revises the Survey, to add or modify exceptions, or to add or modify the conditions to obtaining any endorsement requested by Purchaser during the Due Diligence Period, then Purchaser may terminate this Agreement and receive a refund of the Xxxxxxx Money if provision for their removal or modification satisfactory to Purchaser is not made. In such case, the Closing Date shall be extended for up to 10 days in order for Purchaser and Seller to determine if such additions or modifications are not acceptable exception can be resolved and to give Purchaser the opportunity to terminate this Agreement and are not removed by the Closing Date. The term “Permitted Exceptions” shall mean: the specific exceptions (exceptions that are not part receive a refund of the promulgated title insurance form) in Xxxxxxx Money if the Title Commitment that the Title Company has not agreed to insure over or remove from the Title Commitment as of the end of the Due Diligence Period and that Seller exception is not required to remove as provided above; items shown on the Survey, which have not been removed as of the end of the Due Diligence Period; real estate taxes not yet due and payable; and tenants in possession as tenants only under the Leases without any option to purchase or acquire an interest in the Propertyremoved.

Title Review and Cure. During the Due Diligence Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. Seller will reasonably cooperate with Purchaser in curing any objections Purchaser may have to title to the Property. Seller shall have no obligation to cure title objections except mortgages and liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be satisfied and released at the Closing. Seller further agrees to remove any exceptions or encumbrances to title of which are created by, under or through Seller after the Date of this Agreement without Purchaser’s consent. Purchaser may terminate this Agreement and receive a refund of the Exxxxxx Money if the Title Company revises the Title Commitment after the expiration of the Due Diligence Period to add or modify exceptions, exceptions or endorsements to add or modify the conditions to obtaining any endorsement requested by Purchaser during Title Commitment as a result of events occurring following the Due Diligence PeriodDate of this Agreement and through no fault of Purchaser, if such additions or modifications are adverse and not acceptable to Purchaser and are not removed by the Closing Date. The term “Permitted Exceptions” shall mean: the specific exceptions (exceptions that are not part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to insure over or remove from the Title Commitment as of the end of the Due Diligence Period and that Seller is not required to remove as provided above; items shown on the Survey, which have not been removed as of the end of the Due Diligence Period; real estate taxes not yet due and payable; and tenants in possession as tenants only under the Leases without any option to purchase or acquire an interest in the Property.

Title Review and Cure. During the Due Diligence Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. Seller will reasonably cooperate with Purchaser in curing any objections Purchaser may have to title to the Property. Seller shall have no obligation to cure title objections except liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released released, removed from the Title Commitment or insured over by endorsement to the title policy to be issued in accordance with the Title Commitment (the form and substance of such endorsement must be reasonably acceptable to Purchaser) by the Title Company at the Closing; provided however, that Seller may establish a title indemnity with Title Company for the purpose of contesting any such lien, so long as Title Company provides complete title insurance to Purchaser over such lien. Seller further agrees to remove any exceptions or encumbrances to title of which that are created by, under or through Seller after the Date date of this Agreement without Purchaser’s consent. Purchaser may terminate this Agreement and receive a refund of the Exxxxxx Money if the Title Company revises the Title Commitment after the expiration of the Due Diligence Period to add or modify exceptions, or to add or modify the conditions to obtaining any endorsement requested by Purchaser during the Due Diligence Period, if such additions or modifications are not acceptable to Purchaser and are not removed by the Closing Date. The term “Permitted Exceptions” shall mean: the specific exceptions (exceptions that are not part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to insure over or remove from the Title Commitment as of the end of the Due Diligence Period and that Seller is not required to remove as provided above; items shown on the Survey, which have not been removed as of the end of the Due Diligence Period; real estate taxes not yet due and payable; and tenants in possession as tenants only under the Leases without any option to purchase or acquire an interest in the Property.

Title Review and Cure. During the Due Diligence Period, Purchaser shall review title to the Property as disclosed by the Title Commitment Commitment, the Existing Survey and the Survey. Seller will reasonably cooperate with Purchaser in curing any objections Purchaser may have to title to the Property. Seller shall have no obligation to cure title objections except (a) liens of an ascertainable amount created byor assumed by Seller (including, under or through Sellerwithout limitation, the liens securing the loan originally made by PNC), which liens Seller shall cause to be released at the ClosingClosing or affirmatively insured over by the Title Company, (b) any exceptions for leases or rights of parties in possession, except for the tenants under the Leases as tenants only, and (c) the satisfaction of all applicable matters on Schedule C of the Title Commitment (including, without limitation, any that pertain to Seller's Tenants in Common Agreement). Seller further agrees to remove any exceptions or encumbrances to title of which are created by, under or through by Seller after the Date of this Agreement without Purchaser’s 's consent. Purchaser may terminate this Agreement and receive a refund of the Exxxxxx Money if the Title Company revises the Title Commitment after the expiration of the Due Diligence Period to add or modify exceptions, or to add or modify the conditions to obtaining any endorsement requested by Purchaser during the Due Diligence Periodexceptions in a material adverse manner, if such additions or modifications are not acceptable to Purchaser and are not removed by the Closing Date. The term “"Permitted Exceptions” " shall mean: the specific exceptions (exceptions that are not part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to insure over or remove from the Title Commitment as of the end of the Due Diligence Period and that Seller is not required to remove as provided above; items shown on the Existing Survey or the Survey, which have not been removed as of the end of the Due Diligence Period; real estate taxes not yet due and payable; and tenants in possession as tenants only under the Leases without any option to purchase Leases; and matters caused or acquire an interest in the Propertysuffered by Purchaser.

Title Review and Cure. During the Due Diligence Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. Seller will reasonably cooperate with Purchaser in curing any objections Purchaser may have to title to the Property; provided Seller shall have no obligation to incur any cost or expense to any third party in connection with such cooperation other than costs and expenses Seller may incur in connection with the title objections that Seller is obligated to cure under this Section 3.2. Seller shall have no obligation to cure title objections except (a) liens or exceptions for delinquent property taxes and assessments and related penalties, (b) deeds of an ascertainable amount created bytrust and mortgages, under or through Seller(c) mechanics’ liens, which liens Seller shall cause to be released at the Closing. Seller further agrees to remove (d) other monetary liens, and (e) any exceptions or encumbrances to title of which are created by, through or under or through Seller after the Date date of this Agreement without the written consent of Purchaser, all of which shall be removed from title to the Property by the Closing Date. Without limiting Seller’s obligations in the prior sentence or elsewhere in this Agreement or Purchaser’s consent. remedies under Section 8.1, Purchaser may terminate this Agreement and receive a refund of the Exxxxxx Money if the Title Company revises the Title Commitment after the expiration of the Due Diligence Period to add or modify exceptions, exceptions or to add delete or modify the conditions to obtaining any endorsement requested by Purchaser during the Due Diligence Period, Period if such additions additions, modifications or modifications deletions are not acceptable to Purchaser and are Seller does not removed by cure any such matter within five Business Days after Purchaser gives written notice to Seller of such matter but, in any event, not later than the Closing Date. The term “Permitted Exceptions” shall mean: means (i) the specific exceptions (exceptions that are not part of the promulgated title insurance form) in the Title Commitment that the Title Company Purchaser has not agreed to insure over or remove from the Title Commitment approved as of the end expiration of the Due Diligence Period and that Seller is not required to remove as provided above; items shown on the Survey, which have not been removed as of the end of the Due Diligence Period; and (ii) real estate taxes not yet due and payable; and tenants in possession as tenants only under the Leases without any option to purchase or acquire an interest in the Property.

Title Review and Cure. During the Due Diligence Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. Seller will reasonably cooperate with Purchaser in curing any objections Purchaser may have to title to the Property, at no cost to the Seller. Seller shall have no obligation to cure title objections except mortgages and liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be satisfied and released at the Closing, except in the case of the Existing Loan Documents, which shall be assumed or defeased in accordance with Paragraph 2.4. Seller further agrees to remove any exceptions or encumbrances to title of which are created by, under or through Seller after the Date of this Agreement without Purchaser’s consent. Purchaser may terminate this Agreement and receive a refund of the Exxxxxx Money if the Title Company revises the Title Commitment after the expiration of the Due Diligence Period to add or modify exceptions, or to add or modify the conditions to obtaining any endorsement requested by Purchaser during the Due Diligence Period, if such additions or modifications are not acceptable to Purchaser and are not removed by the Closing Date, but only if such additions or modifications are as a result of the actions of the Seller after the execution of this Agreement. The term “Permitted Exceptions” shall mean: the specific exceptions (exceptions that are not part of the promulgated title insurance form) in the Title Commitment that received and approved by the Title Company has not agreed to insure over or remove from the Title Commitment as of the end of Purchaser during the Due Diligence Period and that Seller is not shall commit the Escrow Agent to deliver to Purchaser at Closing an ALTA Form B (or other form required to remove as provided above; items shown on the Survey, which have not been removed as by state law) Owner’s Policy of the end of the Due Diligence Period; real estate taxes not yet due and payable; and tenants in possession as tenants only under the Leases without any option to purchase or acquire an interest in the Property.Title Insurance (the

Title Review and Cure. During the Due Diligence Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. Seller will reasonably shall cooperate with Purchaser in curing any objections Purchaser may have to title to the Property. Seller shall have no obligation to cure title objections except (a) liens or exceptions for delinquent property taxes and assessments and related penalties, (b) deeds of an ascertainable amount created bytrust and mortgages, under or through Seller(c) mechanics’ liens, which liens Seller shall cause to be released at the Closing. Seller further agrees to remove (d) other monetary liens, and (e) any exceptions or encumbrances to title of which are created by, through or under or through Seller after the Agreement Date without the written consent of Purchaser, all of which shall be removed from title to the applicable Phase at or prior to the Closing Date for such Phase. Without limiting Seller’s obligations in the prior sentence or elsewhere in this Agreement without or Purchaser’s consent. remedies under Section 8.1, Purchaser may terminate this Agreement and receive a refund of the Exxxxxx Money if the Title Company revises the Title Commitment after the expiration of the Due Diligence Period to add or modify exceptions, exceptions or to add delete or modify the conditions to obtaining any endorsement requested by Purchaser during the Due Diligence Period, Period if such additions additions, modifications or modifications deletions are not acceptable to Purchaser in its reasonable discretion and are not removed by the Closing DateDate for the applicable Phase. The term “Permitted Exceptions” shall mean: means (i) the specific exceptions (exceptions that are not part of the promulgated title insurance form) in the Title Commitment that the Title Company Purchaser has not agreed failed to insure over or remove from the Title Commitment object to in writing as of the end expiration of the Due Diligence Period and that Seller is not required to remove as provided above; items shown on the Survey, which have not been removed as of the end of the Due Diligence Period; and (ii) real estate taxes not yet due and payable; and tenants in possession as tenants only under . Subject to the Leases without any option preceding sentences of this Section 3.2, the failure of Purchaser to purchase or acquire an interest deliver a Due Diligence Termination Notice to Seller prior to the end of the Due Diligence Period shall be deemed Purchaser’s acceptance of all specific exceptions in the Propertymost recent version of the Title Commitment.

Title Review and Cure. During the Due Diligence Period, Purchaser --------------------- shall review title to the Property as disclosed by the Title Commitment and the Survey. Seller will reasonably cooperate with Purchaser in curing any objections Purchaser may have to title to the Property. , provided Seller shall have no obligation to cure any title exceptions disclosed in Seller's title insurance policy relating to the Property (a copy of which is attached hereto as Exhibit G), nor any obligation to cure any other title objections except liens --------- of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released (or, with respect to mechanics liens, released or insured over) at the Closing. Except for matters permitted under Paragraphs ---------- 4.1, Seller further agrees to remove any exceptions or encumbrances to title of --- which are created by, under or through Seller after the Date date of this Agreement without Purchaser’s 's consent. Purchaser may terminate this Agreement and receive a refund of the Exxxxxx Xxxxxxx Money if the Title Company revises the Title Commitment after the expiration of the Due Diligence Period to add or modify exceptions, if such additions or modifications were first placed of record after the issuance of the original Title Commitment or any update of such Commitment delivered to add or modify the conditions to obtaining any endorsement requested by Purchaser during the Due Diligence Period, if such additions or modifications Period and are not acceptable to Purchaser and are not removed by the Closing Date. The term “"Permitted Exceptions” " shall -------------------- mean: the specific exceptions (exceptions that are not part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to insure over or remove from the Title Commitment as of the end of the Due Diligence Period and that Seller is not required to remove as provided above; items shown on the Survey, which have not been removed as of the end of the Due Diligence Period; real estate taxes not yet due and payable; and tenants in possession as tenants only under the Leases without any option to purchase or acquire an interest in the PropertyProperty (other than a reasonable and customary tenant right to extend its leasehold interest).