Common use of Title Review Clause in Contracts

Title Review. Buyer hereby acknowledges receipt of (i) Preliminary Report No. 123338 dated July 9, 1996, issued by Xxxxxxx Title of Modesto; (ii) all underlying exceptions disclosed by such title report or title commitment; and (iii) A.L.T.A./A.C.S.M. Land Title Survey of the Property dated September l, 1995, prepared by Psoma and Associates. Buyer shall have until the date which is thirty (30) days after the date of this Agreement (the "TITLE APPROVAL DATE") to obtain an updated title report or title commitment ("TITLE REPORT") from Commonwealth Title Insurance Company (the "TITLE COMPANY") and an update to the above-referenced survey (as updated, the "SURVEY") and to give Seller and Escrow Holder written notice ("BUYER'S TITLE NOTICE") of Buyer's disapproval or conditional approval (in its sole discretion) of any matters shown in or disclosed by the Title Report and/or the Survey (collectively, "TITLE"). The failure of Buyer to give Xxxxx's Title Notice on or before the Title Approval Date shall be deemed to constitute Buyer's approval of the matters shown in or disclosed by the Title Report and the Survey. If Buyer disapproves or conditionally approves any of the matters shown in or disclosed by the Title Report or the Survey, Seller may, within five (5) days after its receipt of Buyer's Title Notice, elect to eliminate or ameliorate to Buyer's satisfaction (in its sole discretion) such disapproved or conditionally approved matters by giving Buyer written notice (which shall hereinafter be referred to as "SELLER'S TITLE NOTICE") of those disapproved or conditionally approved matters, if any, which Xxxxxx agrees to exercise good faith efforts to either eliminate from the Title Policy or cause to be corrected on the Survey as exceptions to title to the Property or to ameliorate to Buyer's satisfaction (in its sole discretion) by the Closing Date. Notwithstanding anything to the contrary contained herein, Xxxxxx agrees to cause to be removed at or prior to the Closing Date all disapproved matters which constitute monetary liens or encumbrances (except the Existing Encumbrance and the lien of taxes not yet due and payable). If Seller fails to timely deliver Xxxxxx's Title Notice, then Seller will be deemed to have elected not to eliminate or ameliorate any disapproved or conditionally approved matters set forth in Buyer's Title Notice. If Seller does not timely deliver Seller's Title Notice or does not elect in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters as provided above, Buyer shall have the right, exercised (in its sole discretion), by written notice delivered to Seller and Escrow Holder within five (5) days following the earlier of receipt of Seller's Title Notice or the failure of Seller to timely provide a Seller's Title Notice, to (a) waive its prior disapproval or conditional approval, in which event said disapproved or conditionally approved matter(s) shall be deemed approved, or (b) terminate this Agreement and the Escrow, in which event this Agreement, the Escrow and the rights and obligations of the parties hereunder shall terminate, subject to the terms of Paragraphs 3(a), 9, 17, 18, 19, 21, 22 and 25 (collectively, the "SURVIVING PROVISIONS"). The failure of Buyer to deliver a written waiver described above to Seller and Escrow Holder within five (5) days after Seller's failure to timely give a Seller s Title Notice or election in Seller's Title Notice not to remedy the disapproved or conditionally approved matter shall be deemed Buyer's election to so terminate this Agreement. If Seller elected in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters of a non-monetary nature, but Seller, despite its commercially reasonable efforts, has been unable to do so to Buyer's satisfaction (in its sole discretion) by the Scheduled Closing Date, then either Buyer or Seller shall have the right, by a writing delivered to the other and Escrow Holder, to extend the Scheduled Closing Date for a period up to thirty (30) days to allow Seller to complete such remedy. If as of the extended Scheduled Closing Date, the disapproved matter has not been remedied to Xxxxx's satisfaction (in its sole discretion) as evidenced by Xxxxx's notice to Seller and Escrow Agent, this Agreement, the Escrow and the rights and obligations of the parties hereunder shall terminate, except as provided in the Surviving Provisions. In the event Title Company issues one or more supplements to the Title Report (each a "SUPPLEMENT"), the foregoing provisions will apply to Buyer's review, approval and/or disapproval of matters disclosed in the Supplement and Seller's response thereto, except that (A) Buyer will have five (5) business days following receipt of the Supplement and any underlying documents referred to therein within which to give Buyer's Title Notice, provided; however, that if the matter disclosed in the Supplement reasonably appears from the information then available that it may affect building improvements and such matter must be located on a survey in order to identify its actual impact on the Property, Buyer shall have eight (8) business days following the receipt of the Supplement within which to give Buyer's Title Notice, (B) Seller will have five (5) business days after receipt of Buyer's Title Notice within which to give Seller's Title Notice and (C) any matter shown in or disclosed by the Supplement that was created by Xxxxx's acts, will be deemed approved by Xxxxx. The Closing Date shall be extended as may be necessary to accommodate the foregoing notice periods and Seller's right to eliminate or ameliorate matters disclosed by the Supplement.

Title Review. Buyer hereby acknowledges receipt of Within ten (i) Preliminary Report No. 123338 dated July 9, 1996, issued by Xxxxxxx Title of Modesto; (ii) all underlying exceptions disclosed by such title report or title commitment; and (iii) A.L.T.A./A.C.S.M. Land Title Survey of the Property dated September l, 1995, prepared by Psoma and Associates. Buyer shall have until the date which is thirty (3010) days after the Effective Date, the Seller shall cause the Title Company to deliver to the Agency a preliminary title report (the "Title Report") with respect to the title to the Property, together with legible copies of all documents underlying the Exceptions set forth in the Title Report (as defined herein). The Agency shall have twenty (20) days from its receipt of the Title Report within which to give written notice to the Seller of the Agency's approval or disapproval of any such Exceptions. Only the lien of property taxes and assessments not yet due and those deeds of trust, mortgages or other liens specifically disclosed by the Seller and approved by the Agency on or before the date of this Agreement shall be approved Exceptions. If the Agency notifies the Seller of its disapproval of any Exceptions in the Title Report, the Seller shall use good faith efforts to remove any disapproved Exceptions within ten (10) days after receiving written notice of the "TITLE APPROVAL DATE") to obtain an updated title report Agency's disapproval, or title commitment ("TITLE REPORT") from Commonwealth Title Insurance Company (the "TITLE COMPANY") and an update provide assurances satisfactory to the above-referenced survey (as updated, the "SURVEY"Agency that such Exception(s) and to give Seller and Escrow Holder written notice ("BUYER'S TITLE NOTICE") of Buyer's disapproval or conditional approval (in its sole discretion) of any matters shown in or disclosed by the Title Report and/or the Survey (collectively, "TITLE"). The failure of Buyer to give Xxxxx's Title Notice will be removed on or before the Title Approval Date shall be deemed to constitute Buyer's approval of the matters shown in or disclosed by the Title Report and the SurveyClosing. If Buyer disapproves or conditionally approves the Seller cannot remove any of the matters shown in disapproved Exceptions within that period, or disclosed by provide assurances satisfactory to the Title Report Agency that such that such Exception(s) will be removed on or before the SurveyClosing, Seller may, within five the Agency shall have ten (510) days after its receipt the expiration of Buyer's Title Notice, elect such ten (10) day period to eliminate or ameliorate to Buyer's satisfaction (in its sole discretion) such disapproved or conditionally approved matters by giving Buyer either give the Seller written notice (which shall hereinafter be referred that the Agency elects to as "SELLER'S TITLE NOTICE") of those disapproved or conditionally approved matters, if any, which Xxxxxx agrees to exercise good faith efforts to either eliminate from proceed with the Title Policy or cause to be corrected on the Survey as exceptions to title to the Property or to ameliorate to Buyer's satisfaction (in its sole discretion) by the Closing Date. Notwithstanding anything to the contrary contained herein, Xxxxxx agrees to cause to be removed at or prior to the Closing Date all disapproved matters which constitute monetary liens or encumbrances (except the Existing Encumbrance and the lien of taxes not yet due and payable). If Seller fails to timely deliver Xxxxxx's Title Notice, then Seller will be deemed to have elected not to eliminate or ameliorate any disapproved or conditionally approved matters set forth in Buyer's Title Notice. If Seller does not timely deliver Seller's Title Notice or does not elect in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters as provided above, Buyer shall have the right, exercised (in its sole discretion), by written notice delivered to Seller and Escrow Holder within five (5) days following the earlier of receipt of Seller's Title Notice or the failure of Seller to timely provide a Seller's Title Notice, to (a) waive its prior disapproval or conditional approval, in which event said disapproved or conditionally approved matter(s) shall be deemed approved, or (b) terminate this Agreement and the Escrow, in which event this Agreement, the Escrow and the rights and obligations purchase of the parties hereunder shall terminate, Easement subject to the terms of Paragraphs 3(a), 9, 17, 18, 19, 21, 22 and 25 (collectively, disapproved Exceptions or to give the "SURVIVING PROVISIONS"). The failure of Buyer Seller written notice that the Agency elects to deliver a written waiver described above to Seller and Escrow Holder within five (5) days after Seller's failure to timely give a Seller s Title Notice or election in Seller's Title Notice not to remedy the disapproved or conditionally approved matter shall be deemed Buyer's election to so terminate this Agreement. If Seller elected in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters of a non-monetary nature, but Seller, despite its commercially reasonable efforts, has been unable to do so to Buyer's satisfaction (in its sole discretion) by the Scheduled Closing Date, then either Buyer or Seller The Agency shall have the right, right to approve or disapprove any Exceptions reported by a writing delivered to the other and Escrow Holder, to extend the Scheduled Closing Date for a period up to thirty (30) days to allow Seller to complete such remedy. If as of the extended Scheduled Closing Date, the disapproved matter has not been remedied to Xxxxx's satisfaction (in its sole discretion) as evidenced by Xxxxx's notice to Seller and Escrow Agent, this Agreement, the Escrow and the rights and obligations of the parties hereunder shall terminate, except as provided in the Surviving Provisions. In the event Title Company issues one or more supplements after the Agency has approved the condition of title for the Property in accordance with this Section 5. The Seller shall not voluntarily create any new exceptions to the Title Report (each a "SUPPLEMENT"), the foregoing provisions will apply to Buyer's review, approval and/or disapproval of matters disclosed in the Supplement and Seller's response thereto, except that (A) Buyer will have five (5) business days following receipt of the Supplement and any underlying documents referred to therein within which to give Buyer's Title Notice, provided; however, that if the matter disclosed in the Supplement reasonably appears from the information then available that it may affect building improvements and such matter must be located on a survey in order to identify its actual impact on the Property, Buyer shall have eight (8) business days title following the receipt of the Supplement within which to give Buyer's Title Notice, (B) Seller will have five (5) business days after receipt of Buyer's Title Notice within which to give Seller's Title Notice and (C) any matter shown in or disclosed by the Supplement that was created by Xxxxx's acts, will be deemed approved by Xxxxx. The Closing Date shall be extended as may be necessary to accommodate the foregoing notice periods and Seller's right to eliminate or ameliorate matters disclosed by the SupplementEffective Date.

Title Review. Buyer hereby acknowledges receipt of (i) Preliminary Report No. 123338 dated July 9, 1996, issued by Xxxxxxx Title of Modesto; (ii) all underlying exceptions disclosed by such title report or title commitment; and (iii) A.L.T.A./A.C.S.M. Land Title Survey of the Property dated September l, 1995, prepared by Psoma and Associates. Buyer shall have until the date which is thirty (30) days 7.1 Promptly after the date of this Agreement Effective Date, Sellers shall deliver to Purchaser the most recent survey in Sellers' possession and Owner's current owner's title insurance policy (the "TITLE APPROVAL DATEOwner Policy") together with legible copies (to the extent available) of all documents of record referred to in the Owner Policy as exceptions to title to the Property. Promptly after its receipt of the Owner Policy, Purchaser shall obtain an updated title report or and deliver to Sellers a current title commitment ("TITLE REPORT") from Commonwealth Title Insurance Company (the "TITLE COMPANY") such title commitment, as it may be amended, supplemented and an update to the above-referenced survey (as updated, the "SURVEYTitle Commitment") and issued by Chicago Title Insurance Company or such other title insurance company acceptable to give Seller and Escrow Holder written notice Purchaser (the "BUYER'S TITLE NOTICETitle Company"), in the amount of the Purchase Price, with Purchaser as the proposed insured, together with legible copies (to the extent available) of Buyer's disapproval or conditional approval all documents of record referred to in the Title Commitment as exceptions to title to the Property (in its sole discretion) excepting any which were included as exceptions to the Owner Policy). Sellers shall, as soon as possible after the Effective Date, deliver to Purchaser an update to a current date, pursuant to the accuracy requirements of any matters shown in or an ALTA/ACSM land title survey, dated subsequent to the Effective Date, of the aforementioned survey (the "Survey"). During the Inspection Period, Purchaser shall review title to the Land as disclosed by the Title Report and/or the Survey (collectively, "TITLE"). The failure of Buyer to give Xxxxx's Title Notice on or before the Title Approval Date shall be deemed to constitute Buyer's approval of the matters shown in or disclosed by the Title Report Commitment and the Survey. If Buyer disapproves The Property shall be free and clear of monetary liens, security interests and claims of monetary liens or conditionally approves security interests (other than the lien for non-delinquent taxes), and Sellers shall remove at the Closing all such liens and security interests. With respect to any of the other title exceptions or other matters shown reflected in or disclosed by the Title Report Commitment or the Survey, Seller mayto which Purchaser objects, other than Permitted Exceptions (as defined herein), Sellers shall cooperate with Purchaser to remove such exceptions or matters to which Purchaser objects within five (5) days after its receipt of Buyer's Title Notice, elect to eliminate or ameliorate to Buyer's satisfaction (in its sole discretion) such disapproved or conditionally approved matters by giving Buyer written notice (which shall hereinafter be referred to as "SELLER'S TITLE NOTICE") of those disapproved or conditionally approved matters, if any, which Xxxxxx agrees to exercise good faith efforts to either eliminate from the Title Policy or cause to be corrected on Commitment and the Survey as exceptions to title to the Property or to ameliorate to Buyer's satisfaction (but, unless Sellers otherwise agree in its sole discretion) by the Closing Date. Notwithstanding anything to the contrary contained hereinwriting, Xxxxxx agrees to cause to be removed at or prior to the Closing Date all disapproved matters which constitute monetary liens or encumbrances (except the Existing Encumbrance and the lien of taxes not yet due and payable). If Seller fails to timely deliver Xxxxxx's Title Notice, then Seller will be deemed to have elected not to eliminate or ameliorate any disapproved or conditionally approved matters set forth in Buyer's Title Notice. If Seller does not timely deliver Seller's Title Notice or does not elect in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters as provided above, Buyer Sellers shall have the right, exercised (in its sole discretion), by written notice delivered no obligation to Seller and Escrow Holder within five (5) days following the earlier of receipt of Seller's Title Notice or the failure of Seller to timely provide a Seller's Title Notice, to (a) waive its prior disapproval or conditional approval, in which event said disapproved or conditionally approved matter(s) shall be deemed approved, or (b) terminate this Agreement and the Escrow, in which event this Agreement, the Escrow and the rights and obligations of the parties hereunder shall terminate, subject to the terms of Paragraphs 3(a), 9, 17, 18, 19, 21, 22 and 25 (collectively, the "SURVIVING PROVISIONS")remove such exceptions. The failure of Buyer to deliver a written waiver described above to Seller and Escrow Holder within five (5) days after Seller's failure to timely give a Seller s Title Notice or election in Seller's Title Notice not to remedy the disapproved or conditionally approved matter shall be deemed Buyer's election to so terminate this Agreement. If Seller elected in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters of a non-monetary nature, but Seller, despite its commercially reasonable efforts, has been unable to do so to Buyer's satisfaction (in its sole discretion) by the Scheduled Closing Date, then either Buyer or Seller shall have the right, by a writing delivered to the other and Escrow Holder, to extend the Scheduled Closing Date for a period up to thirty (30) days to allow Seller to complete such remedy. If as of the extended Scheduled Closing Date, the disapproved matter has not been remedied to Xxxxx's satisfaction (in its sole discretion) as evidenced by Xxxxx's notice to Seller and Escrow Agent, this Agreement, the Escrow and the rights and obligations of the parties hereunder shall terminate, except as provided in the Surviving Provisions. In the event Title Company issues one or more supplements to the Title Report (each a term "SUPPLEMENT"), the foregoing provisions will apply to Buyer's review, approval and/or disapproval of matters disclosed in the Supplement and Seller's response thereto, except that (A) Buyer will have five (5) business days following receipt of the Supplement and any underlying documents referred to therein within which to give Buyer's Title Notice, provided; however, that if the matter disclosed in the Supplement reasonably appears from the information then available that it may affect building improvements and such matter must be located on a survey in order to identify its actual impact on the Property, Buyer shall have eight (8) business days following the receipt of the Supplement within which to give Buyer's Title Notice, (B) Seller will have five (5) business days after receipt of Buyer's Title Notice within which to give Seller's Title Notice and (C) any matter shown in or disclosed by the Supplement that was created by Xxxxx's acts, will be deemed approved by Xxxxx. The Closing Date shall be extended as may be necessary to accommodate the foregoing notice periods and Seller's right to eliminate or ameliorate matters disclosed by the Supplement.

Title Review. Buyer hereby acknowledges receipt of (i) Preliminary Report No. 123338 dated July 9, 1996, issued by Xxxxxxx Title of Modesto; (ii) all underlying exceptions disclosed by such title report or title commitment; and (iii) A.L.T.A./A.C.S.M. Land Title Survey of the Property dated September l, 1995, prepared by Psoma and Associates. Buyer Purchaser shall have until the date which is thirty ten (3010) days after prior to expiration of the date of this Agreement Inspection Period (as hereinafter defined) (the "TITLE APPROVAL DATE"“Title Review Deadline”) to obtain an updated title report notify Seller in writing of any objections to any exception, item or title commitment ("TITLE REPORT") from Commonwealth Title Insurance Company (issue in the "TITLE COMPANY") and an update to the above-referenced survey (as updatedCommitment, the "SURVEY") and to give Seller and Escrow Holder written notice ("BUYER'S TITLE NOTICE") of Buyer's disapproval or conditional approval (in its sole discretion) of Title Documents and/or any matters shown in or disclosed by the Title Report and/or on the Survey (collectively, "TITLE"the “Objectionable Exceptions”). The failure of Buyer Seller shall: (1) utilize good faith, commercially reasonable efforts to give Xxxxx's Title Notice cure or insure over any Objectionable Exceptions on or before the date (“Title Approval Date shall be deemed to constitute Buyer's approval of the matters shown in or disclosed by the Title Report and the Survey. If Buyer disapproves or conditionally approves any of the matters shown in or disclosed by the Title Report or the Survey, Seller may, within Cure Date”) that is five (5) days after its receipt of Buyer's Title Notice, elect to eliminate or ameliorate to Buyer's satisfaction (in its sole discretion) such disapproved or conditionally approved matters by giving Buyer written notice (which shall hereinafter be referred to as "SELLER'S TITLE NOTICE") of those disapproved or conditionally approved matters, if any, which Xxxxxx agrees to exercise good faith efforts to either eliminate from the Title Policy Review Deadline and (2) agree with Purchaser, on or cause before the Title Cure Date as to be corrected on the Survey as exceptions to title to the Property or to ameliorate to Buyer's satisfaction (in its sole discretion) by the Closing Date. Notwithstanding anything to the contrary contained herein, Xxxxxx agrees to cause to any Objectionable Exceptions which will be removed at or prior to the Closing Date all disapproved matters which constitute monetary liens or encumbrances (except the Existing Encumbrance and the lien of taxes not yet due and payable“Removable Exceptions”). If Seller fails to timely deliver Xxxxxx's cure any of the Objectionable Exceptions on or before the Title NoticeCure Date, then or if Seller will be deemed fails to have elected not agree with Purchaser, on or before the Title Cure Date, as to eliminate or ameliorate any disapproved or conditionally approved matters set forth in Buyer's Title Notice. If Seller does not timely deliver Seller's Title Notice or does not elect in Seller's Title Notice Removable Exceptions, Purchaser, prior to eliminate or ameliorate any disapproved or conditionally approved matters as provided aboveexpiration of the Inspection Period, Buyer shall have the right, exercised (in its sole discretion), to either: (A) terminate this Agreement by written notice delivered to Seller and Escrow Holder within five (5) days following the earlier of receipt of Seller's Title Notice or the failure of Seller to timely provide a Seller's Title Notice, to (a) waive its prior disapproval or conditional approval, in which event said disapproved the Initial Xxxxxxx Money shall be returned to Purchaser and, except as specifically provided in this Agreement, neither party shall have any further rights or conditionally approved matter(sobligations to the other under this Agreement; or (B) consummate the transaction contemplated by this Agreement in accordance with the terms of this Agreement, in which event, subject to Section 5(B)(iii) of this Agreement, all exceptions to title listed on Schedule B of the Commitment as of the expiration of the Title Review Deadline shall be deemed approved, or (b) terminate to constitute Permitted Exceptions. The parties agree to amend this Agreement and promptly after the Escrow, in which event expiration of the Title Cure Date to attach to this Agreement, the Escrow and the rights and obligations of the parties hereunder shall terminate, subject to the terms of Paragraphs 3(a), 9, 17, 18, 19, 21, 22 and 25 (collectivelyas Exhibit “E”, the "SURVIVING PROVISIONS"). The failure of Buyer to deliver a written waiver described above to Seller and Escrow Holder within five (5) days after Seller's failure to timely give a Seller s Title Notice or election in Seller's Title Notice not to remedy the disapproved or conditionally approved matter shall be deemed Buyer's election to so terminate this Agreement. If Seller elected in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters of a non-monetary nature, but Seller, despite its commercially reasonable efforts, has been unable to do so to Buyer's satisfaction (in its sole discretion) by the Scheduled Closing Date, then either Buyer or Seller shall have the right, by a writing delivered to the other and Escrow Holder, to extend the Scheduled Closing Date for a period up to thirty (30) days to allow Seller to complete such remedy. If as of the extended Scheduled Closing Date, the disapproved matter has not been remedied to Xxxxx's satisfaction (in its sole discretion) as evidenced by Xxxxx's notice to Seller and Escrow Agent, this Agreement, the Escrow and the rights and obligations of the parties hereunder shall terminate, except as provided in the Surviving Provisions. In the event Title Company issues one or more supplements to the Title Report (each a "SUPPLEMENT"), the foregoing provisions will apply to Buyer's review, approval and/or disapproval of matters disclosed in the Supplement and Seller's response thereto, except that (A) Buyer will have five (5) business days following receipt of the Supplement and any underlying documents referred to therein within which to give Buyer's Title Notice, provided; however, that if the matter disclosed in the Supplement reasonably appears from the information then available that it may affect building improvements and such matter must be located on a survey in order to identify its actual impact on the Property, Buyer shall have eight (8) business days following the receipt of the Supplement within which to give Buyer's Title Notice, (B) Seller will have five (5) business days after receipt of Buyer's Title Notice within which to give Seller's Title Notice and (C) any matter shown in or disclosed by the Supplement that was created by Xxxxx's acts, will be deemed exceptions approved by Xxxxx. The Closing Date shall be extended as may be necessary Purchaser pursuant to accommodate the foregoing notice periods and Seller's right to eliminate or ameliorate matters disclosed by the Supplementthis Section 5(B)(ii).

Title Review. Buyer hereby acknowledges receipt of (ia) Preliminary Report No. 123338 dated July 9, 1996, issued by Xxxxxxx Title of Modesto; (ii) all underlying exceptions disclosed by such title report or title commitment; and (iii) A.L.T.A./A.C.S.M. Land Title Survey of the Property dated September l, 1995, prepared by Psoma and Associates. Buyer shall have until the Not later than that date which is thirty three (303) days after Business Days prior to the date expiration of this Agreement the Evaluation Period (the "TITLE APPROVAL DATETitle Objection Date") to obtain an updated ), Purchaser may provide Seller with a copy of a title report or title insurance commitment ("TITLE REPORT") from Commonwealth Title Insurance Company (the "TITLE COMPANYTitle Commitment") issued by Escrow Agent and an update updated survey of the Real Property and Improvements, together with a written notice objecting to any exceptions, encumbrances or other matters set forth in the Title Commitment or on the updated survey (any such defects, encumbrances or other matters to which Purchaser objects in writing prior to the above-referenced survey Title Objection Date are called herein "Title Defects"). (as updatedFor the avoidance of doubt, all matters shown on the "SURVEY"Existing Survey are conclusively deemed to be acceptable to Purchaser.) and to give In the event Seller and Escrow Holder does not receive written notice ("BUYER'S TITLE NOTICE") of Buyer's disapproval or conditional approval (in its sole discretion) of any matters shown in or disclosed Title Defects by the Title Report and/or the Survey (collectivelyObjection Date, "TITLE"). The failure of Buyer to give Xxxxx's Title Notice on or before the Title Approval Date shall be deemed to constitute Buyer's approval of the matters shown in or disclosed by the Title Report and the Survey. If Buyer disapproves or conditionally approves any of the matters shown in or disclosed by the Title Report or the Survey, Seller may, within five (5) days after its receipt of Buyer's Title Notice, elect to eliminate or ameliorate to Buyer's satisfaction (in its sole discretion) such disapproved or conditionally approved matters by giving Buyer written notice (which shall hereinafter be referred to as "SELLER'S TITLE NOTICE") of those disapproved or conditionally approved matters, if any, which Xxxxxx agrees to exercise good faith efforts to either eliminate from the Title Policy or cause to be corrected on the Survey as exceptions to title to the Property or to ameliorate to Buyer's satisfaction (in its sole discretion) by the Closing Date. Notwithstanding anything to the contrary contained herein, Xxxxxx agrees to cause to be removed at or prior to the Closing Date all disapproved matters which constitute monetary liens or encumbrances (except the Existing Encumbrance and the lien of taxes not yet due and payable). If Seller fails to timely deliver Xxxxxx's Title NoticeTIME BEING OF THE ESSENCE, then Seller Purchaser will be deemed to have elected not accepted the exceptions to eliminate or ameliorate any disapproved or conditionally approved title set forth on the Title Commitment and all matters set forth in Buyer's Title Notice. If Seller does not timely deliver Seller's Title Notice or does not elect in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters on the updated survey as provided above, Buyer shall have the right, exercised permitted exceptions (in its sole discretion), by written notice delivered to Seller and Escrow Holder within five (5) days following the earlier of receipt of Seller's Title Notice or the failure of Seller to timely provide a Seller's Title Notice, to (a) waive its prior disapproval or conditional approval, in which event said disapproved or conditionally approved matter(s) shall be deemed approved, or (b) terminate this Agreement and the Escrow, in which event this Agreement, the Escrow and the rights and obligations of the parties hereunder shall terminate, subject to the terms of Paragraphs 3(a), 9, 17, 18, 19, 21, 22 and 25 (collectively, the "SURVIVING PROVISIONSPermitted Exceptions"). The failure of Buyer In addition, Purchaser agrees that, at Closing, title to deliver the Property shall be subject to a written waiver described above certain Amendment to Amended and Restated Cross-Easement Agreement, between Seller and Escrow Holder within five The GC Net Lease (5Parsippany) days after Seller's failure Investors, LLC, with respect to timely give a Seller s Title Notice or election in Seller's Title Notice not to remedy the disapproved or conditionally approved matter shall be deemed Buyer's election to so terminate this Agreement. If Seller elected in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters of a noncertain Amended and Restated Cross-monetary nature, but Seller, despite its commercially reasonable efforts, has been unable to do so to Buyer's satisfaction (in its sole discretion) by the Scheduled Closing Date, then either Buyer or Seller shall have the right, by a writing delivered to the other and Escrow Holder, to extend the Scheduled Closing Date for a period up to thirty (30) days to allow Seller to complete such remedy. If as of the extended Scheduled Closing Date, the disapproved matter has not been remedied to Xxxxx's satisfaction (in its sole discretion) as evidenced by Xxxxx's notice to Seller and Escrow Agent, this Easement Agreement, the Escrow dated February 28, 2014, and the rights and obligations of the parties hereunder shall terminate, except as provided recorded in the Surviving Provisions. In Somerset County Clerk’s Office on March 11, 2014 in Book 22503, Page 1144 (the event Title Company issues one or more supplements to the Title Report (each a "SUPPLEMENTCross-Easement Agreement"), the foregoing provisions will apply such Amendment to Buyer's review, approval and/or disapproval of matters disclosed be in the Supplement form annexed hereto and Seller's response thereto, except that made a part hereof as Exhibit F (A) Buyer will have five (5) business days following receipt of the Supplement and any underlying documents referred to therein within which to give Buyer's Title Notice, provided; however, that if the matter disclosed in the Supplement reasonably appears from the information then available that it may affect building improvements and such matter must be located on a survey in order to identify its actual impact on the Property, Buyer shall have eight (8) business days following the receipt of the Supplement within which to give Buyer's Title Notice, (B) Seller will have five (5) business days after receipt of Buyer's Title Notice within which to give Seller's Title Notice and (C) any matter shown in or disclosed by the Supplement that was created by Xxxxx's acts, will be deemed approved by Xxxxx. The Closing Date shall be extended as may be necessary to accommodate the foregoing notice periods and Seller's right to eliminate or ameliorate matters disclosed by the Supplement"Cross-Easement Amendment").