Common use of Title Review Clause in Contracts

Title Review. Buyer shall review title to the Property as disclosed by the Title Report and any Survey. Buyer shall have twenty (20) days from the later of the Buyer’s receipt of the Title Report or the Effective Date (the “Title Due Diligence Contingency Period”), to object, in its sole and absolute discretion, by written notice of objections delivered to Seller and Title Company (the “Title Objections”), to any title matters shown on the Title Report. Buyer shall have until the last day of the Due Diligence Contingency Period (the “Survey Due Diligence Contingency Period”) to object, in its sole and absolute discretion, by written notice of objections delivered to Seller and Title Company (the “Survey Objections”), to any survey matters disclosed in any Survey. The Title Report and any Survey shall collectively be referred to herein as the “Title Documents.” Buyer’s failure to provide notice of the Title Objections to Seller on or before the expiration of the Title Due Diligence Contingency Period or the Survey Objections on or before the expiration of the Survey Due Diligence Contingency Period shall constitute Buyer’s approval of the Title Documents. If Buyer timely notifies Seller of its Title Objections or Survey Objections, then Seller may notify Buyer in writing within two (2) business days after Seller’s receipt of such notification that: (i) Seller will remove the Title Objections or Survey Objections on or before the Closing, or (ii) Seller will not remove any or certain specified Title Objections or Survey Objections. Seller’s failure to address any Title Objections or Survey Objections in any notice, or failure to give a timely notice as to any Title Objections or Survey Objections, shall constitute Seller’s election not to remove such Title Objections or Survey Objections.

Title Review. Buyer Sellers shall review not be obligated to clear any encumbrances to or defects in title to the Property as disclosed by the Title Report and any Survey. Buyer shall have twenty except for voluntary liens or mortgages of an ascertainable amount (20) days from the later of the Buyer’s receipt of the Title Report or the Effective Date (the “Title Due Diligence Contingency PeriodSellers’ Liens”), which Sellers’ Liens each Seller shall cause to objectbe satisfied at or prior to Closing (with each Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the expiration of the Due Diligence Period, Buyer may give notice (“Buyer’s Title Notice”) to Sellers of the existence of any encumbrances and defects in its sole title to which Buyer objects and absolute discretion, by written notice of objections delivered to Seller and Title Company that are not Permitted Encumbrances (the “Title Objections”). Sellers shall, within five (5) business days from receipt of Buyer’s Title Notice, notify Buyer of those Title Objections that Sellers elect to attempt to remove or correct, provided that failure of Sellers to give said notice shall be deemed to mean that Sellers have elected not to remove or correct any title matters shown on Title Objections. In the event Sellers elect to attempt to remove or correct Title Report. Buyer shall have until Objections and by the last day later of the expiration of the Due Diligence Contingency Period Date or the date which is twenty (the “Survey Due Diligence Contingency Period”20) to object, in its sole and absolute discretion, by written notice business days following Sellers’ receipt of objections delivered to Seller and Title Company (the “Survey Objections”), to any survey matters disclosed in any Survey. The Title Report and any Survey shall collectively be referred to herein as the “Title Documents.” Buyer’s failure to provide notice Title Notice, Sellers have not arranged for removal or correction of the said Title Objections to Seller on or before the expiration of the Title Due Diligence Contingency Period or the Survey Objections on or before the expiration of the Survey Due Diligence Contingency Period shall constitute Buyer’s approval of the Title Documents. If Buyer timely notifies Seller of its Title Objections or Survey Objections, then Seller may notify Buyer in writing shall either (i) terminate this Agreement by notice given within two five (25) business days after Seller’s receipt from the end of such notification that: (i) Seller will remove the Title Objections foregoing period in which event the Deposit shall be promptly returned to Buyer, and the parties hereto shall have no further rights or Survey Objections on or before obligations hereunder, except for rights and obligations which, by their terms, survive the Closingtermination hereof, or (ii) Seller will accept the condition of the title to the Properties as they then are, without diminution of the Purchase Price. If Buyer fails to timely elect (i) above, then Buyer shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not remove any or certain specified included in Buyer’s Title Notice and those Title Objections or Survey Objectionsthat are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Seller’s failure Notwithstanding anything herein to address any the contrary, Sellers’ Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections or Survey Objections in any notice, or failure to give a timely notice and Sellers’ Liens shall be borne by Seller. Any dispute as to any Title Objections title issue or Survey Objectionsconveyancing practice remaining unresolved at the scheduled time for performance under this Agreement shall be resolved in accordance with applicable Standards or Practices of the Real Estate Bar Association of Massachusetts, shall constitute Seller’s election not to remove such Title Objections or Survey Objectionsthe extent applicable.

Title Review. (a) From the date hereof until 5:00 p.m. (MDT) on June 25, 2013 (the “Defect Notice Date”), Buyer shall review title to the Property as disclosed by the Title Report and any Survey. representative of Buyer shall have twenty the right to examine and inspect all the Records and Samson Records. All such activities shall be conducted by Buyer or its representatives at Buyer’s sole cost, risk and expense. (20b) days Each Seller shall make its Records and Samson shall make the Samson Records available to Buyer at the offices of such Seller during Seller’s normal business hours. Upon Buyer’s request each Seller will use its best efforts to submit to Buyer, at Buyer’s expense, as promptly as practicable, such abstracts, title reports, and certificates of title covering the Joint Assets and/or Samson Assets, as applicable, which are in such Seller’s possession as of the date hereof. Subject to the consent and cooperation of third parties, each Seller will assist Buyer in Buyer’s efforts to obtain, at Buyer’s expense, such additional information from such third parties as Buyer may reasonably request. Buyer may inspect the Records and Samson Records and such additional information only to the extent that it may do so without violating any obligation of confidence or contractual commitment of such Seller to a third party. Sellers shall use commercially reasonable efforts, but at no cost or expense to Sellers, to obtain the necessary consents to allow Buyer’s examination of any confidential information that is material to the transaction contemplated by this Agreement. (c) Except for the representations and warranties contained in this Agreement, Sellers make no warranty or representation of any kind as to the Records and Samson Records or any information contained therein. Buyer agrees that any conclusions drawn from the later Records and Samson Records shall be the result of its own independent review and judgment. (d) Buyer hereby agrees to defend, indemnify and hold harmless each of the Buyer’s receipt third party operators and owners of the Title Report Assets and Seller Indemnified Parties from and against any and all Losses arising out of, resulting from or the Effective Date (the “Title Due Diligence Contingency Period”), to object, in its sole and absolute discretion, by written notice of objections delivered to Seller and Title Company (the “Title Objections”), relating to any title matters shown field visit, on-site inspection, or other due diligence activity conducted by Buyer or any representative of Buyer with respect to the Assets, even if such Losses arise out of or result from, solely or in part, the sole, active, passive, concurrent or comparative negligence, strict liability or other fault or violation of Law of or by any such third party operator or owner or Seller Indemnified Party, excepting only Losses actually resulting on the Title Report. Buyer shall have until the last day account of the Due Diligence Contingency Period (the “Survey Due Diligence Contingency Period”) to object, in its sole and absolute discretion, by written notice of objections delivered to Seller and Title Company (the “Survey Objections”), to any survey matters disclosed in any Survey. The Title Report and any Survey shall collectively be referred to herein as the “Title Documents.” Buyer’s failure to provide notice of the Title Objections to Seller on gross negligence or before the expiration of the Title Due Diligence Contingency Period or the Survey Objections on or before the expiration of the Survey Due Diligence Contingency Period shall constitute Buyer’s approval of the Title Documents. If Buyer timely notifies Seller of its Title Objections or Survey Objections, then Seller may notify Buyer in writing within two (2) business days after Seller’s receipt willful misconduct of such notification that: (i) Seller will remove the Title Objections or Survey Objections on or before the Closing, or (ii) Seller will not remove any or certain specified Title Objections or Survey Objections. Seller’s failure to address any Title Objections or Survey Objections in any notice, or failure to give a timely notice as to any Title Objections or Survey Objections, shall constitute Seller’s election not to remove such Title Objections or Survey Objectionsperson.

Title Review. Buyer shall review title Subject to the Property as disclosed by the Title Report and any Survey. other provisions of this Section 8, Buyer shall have twenty the right during the period beginning on the date hereof and continuing until 5:00 p.m., Central Standard Time, ten (2010) business days from prior to the later of the Buyer’s receipt of the Title Report or the Effective Closing Date (the “Title Due Diligence Contingency Period”), to object, in its sole and absolute discretion, by written notice of objections delivered to Seller and Title Company (the “Title Objections”), to any title matters shown on the Title Report. Buyer shall have until the last day of the Due Diligence Contingency Period (the “Survey Due Diligence Contingency Examination Period”) to objectconduct land and title work on the Leases and ▇▇▇▇▇, in independently on its sole own behalf and absolute discretion, by written notice of objections delivered to Seller and account (“Title Company (the “Survey ObjectionsReview”), to any survey matters disclosed in any Survey. The Title Report and any Survey shall collectively be referred to herein as the “Title Documents.” Buyer’s failure to provide may, by delivery of written notice of the Title Objections to Seller on or before the end of the Examination Period, assert the existence of an alleged Title Defect with respect to any of the Leases and ▇▇▇▇▇ (such notice, the “Defect Notice”). No claims for Title Defects may be submitted after the Examination Period, and any matters that may otherwise constitute Title Defects, but for which Buyer has not delivered a Defect Notice to Seller prior to the expiration of the Examination Period, shall be deemed to have been waived by Buyer for all purposes; provided, however that the foregoing shall not affect or diminish Buyer’s rights arising hereunder with respect to any breach of Seller’s covenants set forth in Sections 2.5, 3.5, 6.1(b)(i) and/or 6.10 or Buyer’s rights pursuant to Section 13.1(d) and under the special warranty of title set forth in the Conveyance. During the Examination Period, Seller shall give, and shall cause each of its officers, employees and agents to give, Buyer and its Representatives reasonable access during normal business hours to Seller’s facilities, properties, books and records in connection with the Title Due Diligence Contingency Period or Review, and Buyer shall conduct such Title Review in a manner that does not unreasonably interfere with the Survey Objections operations of Seller. Buyer shall use its commercially reasonable efforts to provide Seller, on or before the end of each calendar week prior to the expiration of the Survey Due Diligence Contingency Period shall constitute Examination Period, written notice of all alleged Title Defects reported to Buyer by any of Buyer’s approval or any of its Affiliates’ employees, title attorneys, landmen or other title examiners conducting Buyer’s Title Review during the preceding calendar week, which notice may be preliminary in nature and supplemented prior to the expiration of the Examination Period, provided that failure to provide preliminary notice of a Title DocumentsDefect shall not prejudice Buyer’s right to assert such Title Defect hereunder. If The fees, costs and expenses incurred by Buyer timely notifies Seller of in conducting its Title Objections Review or Survey Objections, then Seller may notify any other due diligence investigation will be borne by Buyer in writing within two (2) business days after Seller’s receipt of such notification that: (i) Seller will remove the Title Objections or Survey Objections on or before the Closing, or (ii) Seller will not remove any or certain specified Title Objections or Survey Objections. Seller’s failure to address any Title Objections or Survey Objections in any notice, or failure to give a timely notice as to any Title Objections or Survey Objections, shall constitute Seller’s election not to remove such Title Objections or Survey Objectionsfor its sole account.

Title Review. Buyer During the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by the Title Report Commitment and the Survey, and shall notify Sellers in writing of any Survey. Buyer shall have twenty (20) days from the later of the Buyer’s receipt of the Title Report or the Effective Date title matters which are unacceptable to Purchaser, in its sole discretion (the “Title Due Diligence Contingency PeriodObjection Notice”). Sellers shall have no obligation to cure any such title objections except for financing liens of an ascertainable amount, mechanics liens and judgment liens, created by, under or through Sellers, which liens Sellers shall cause to object, in its sole and absolute discretion, by written notice of objections delivered be released at or prior to Seller and Title Company Closing (with Sellers having the “Title Objections”right to apply the Purchase Price or a portion thereof for such purpose), and Sellers shall deliver the Property free and clear of any such liens; provided, however, that Sellers additionally shall be obligated to remove any title matters shown encumbrances that arise by, through or under Sellers and that do not appear on the Title Report. Buyer shall have Commitment or Survey until the last day of the Due Diligence Contingency Period (the “Survey Due Diligence Contingency Period”) to object, in its sole and absolute discretion, by written notice of objections delivered to Seller and Title Company (the “Survey Objections”), to any survey matters disclosed in any Survey. The Title Report and any Survey shall collectively be referred to herein as the “Title Documents.” Buyer’s failure to provide notice of the Title Objections to Seller on or before after the expiration of the Title Due Diligence Contingency Period or the and Survey Objections on or before the expiration of the Survey Due Diligence Contingency Period shall constitute Buyer’s approval of the Title DocumentsReview Period. If Buyer timely notifies Seller of its Title Objections or Survey Objections, then Seller Sellers may notify Buyer Purchaser in writing (the “Seller Response Notice”) within two (2) business days after Sellerfollowing Sellers’ receipt of the Title Objection Notice of which title objections Sellers agree to cure. In the event that Sellers do not elect to cure all of Purchaser’s title objections or Sellers do not provide a Seller Response Notice, then Purchaser shall have the right to terminate this Agreement upon written notice to Seller (the “Title Termination Notice”) delivered within two (2) business day following Purchaser’s receipt of such notification thatthe Seller Response Notice (or within two (2) business days following the period within which Sellers were to respond should Sellers not deliver the Seller Response Notice), whereupon the ▇▇▇▇▇▇▇ Money shall be delivered to Purchaser. Sellers further agree to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Sellers after the Effective Date without Purchaser's prior written consent, which may be granted or withheld in Purchaser’s sole discretion. The term "Permitted Exceptions" shall mean: (i) Seller will remove the specific exceptions (excluding exceptions that are part of the promulgated title insurance form) in the Title Objections or Commitment that the Title Company has not agreed to remove from the Title Commitment as of the end of the Title and Survey Objections on or before the Closing, or Review Period and that Sellers are not required to remove as provided above; (ii) Seller will matters created by, through or under Purchaser; (iii) items shown on the Survey which have not remove any been removed as of the end of the Inspection Period (or certain specified Title Objections if Purchaser does not obtain a Survey, all matters that a current, accurate survey of the Property would show); (iv) real estate taxes not yet due and payable; and (v) rights of tenants under the Leases and rights of tenants or Survey Objections. Seller’s failure to address any Title Objections or Survey Objections in any notice, or failure to give a timely notice as to any Title Objections or Survey Objections, shall constitute Seller’s election not to remove such Title Objections or Survey Objectionslicensees under License Agreements.

Title Review. Buyer shall review title Subject to the Property as disclosed by the Title Report and any Survey. Buyer other provisions of this Section 8, Corporation shall have twenty the right, during the period beginning on the Execution Date and continuing until 5:00 p.m., Central time, on December 17, 2020 (20) days from the later of the Buyer’s receipt of the Title Report or the Effective Date (the “Title Due Diligence Contingency Examination Period”), to objectassert the existence of an alleged Title Defect with respect to any of the Properties or other Assets under this Section 8 (such Notice, in its sole and absolute discretion, by written notice of objections delivered to Seller and Title Company (the “Defect Notice”); provided, however, that with respect to each New Lease or Replacement Lease for which Contributor obtains a Hydrocarbon lease covering the lands described on Exhibit A-1 applicable to such New Lease or Replacement Lease, as applicable, the expiration of the Examination Period shall be not less than 10 Business Days after the date on which Corporation is provided with a fully executed copy of such Hydrocarbon lease. Except as provided in Section 10.4, no claims for Title ObjectionsDefects may be submitted after the Examination Period, and any matters that may otherwise constitute Title Defects, but for which Corporation has not delivered a Defect Notice to Contributor prior to the expiration of the Examination Period, shall be deemed to have been waived by Corporation for all purposes, subject to Section 8.1. Contributor shall give, and shall cause each of its officers, employees and agents to give, Corporation and its Representatives reasonable access during normal business hours to Contributor’s books and records and relevant personnel knowledgeable about the Assets in connection with the title work on the Properties or otherwise with respect to the Assets (“Title Review”), to any title matters shown on and Corporation shall conduct such Title Review in a manner that does not unreasonably interfere with the Title Reportbusiness or operations of Contributor. Buyer Corporation shall have until the last day of the Due Diligence Contingency Period (the “Survey Due Diligence Contingency Period”) to object, in use its sole and absolute discretion, by written notice of objections delivered to Seller and Title Company (the “Survey Objections”), to any survey matters disclosed in any Survey. The Title Report and any Survey shall collectively be referred to herein as the “Title Documents.” Buyer’s failure commercially reasonable efforts to provide notice of the Title Objections to Seller Contributor, on or before the expiration end of the Title Due Diligence Contingency Period or the Survey Objections on or before each calendar week prior to the expiration of the Survey Due Diligence Contingency Period shall constitute BuyerExamination Period, notice of all alleged Title Defects reported to Corporation by any of Corporation’s approval employees, title attorneys, landmen or other title examiners conducting Corporation’s Title Review during the preceding calendar week (and which Corporation has determined in good faith it is reasonably likely to assert as a Title Defect hereunder), which notice may be preliminary in nature and supplemented prior to the expiration of the Title Documents. If Buyer timely notifies Seller of its Title Objections or Survey ObjectionsExamination Period; provided, then Seller may notify Buyer in writing within two (2) business days after Seller’s receipt of such notification that: (i) Seller will remove the Title Objections or Survey Objections on or before the Closinghowever, or (ii) Seller will not remove that any or certain specified Title Objections or Survey Objections. Seller’s failure to address provide any Title Objections or Survey Objections in any notice, or failure such preliminary notice shall not prejudice Corporation’s right to give a timely notice as to any Title Objections or Survey Objections, shall constitute Seller’s election not to remove assert such Title Objections Defect in a Defect Notice or Survey Objectionsotherwise affect Corporation’s rights or obligations hereunder. For the avoidance of doubt, such preliminary notice shall not constitute a Defect Notice unless so designated by Corporation in writing.

Title Review. Buyer shall review With respect to title to matters, on or before 5:00 p.m. on twenty days before the Property as disclosed by the Title Report and any Survey. Buyer shall have twenty (20) days from the later of the Buyer’s receipt of the Title Report or the Effective Closing Date (the “Title Due Diligence Contingency PeriodNotice Date”), Buyer will notify Seller within five (5) days after the Title Notice Date of any manner in which the title to object, in its sole and absolute discretion, by written notice of objections delivered to Seller and Title Company the Real Property (the “Title ObjectionsCertification Date”) does not comply with the requirements of this Agreement (“Buyer’s Title Defect Notice”). Seller shall notify Buyer within ten (10) days of Buyer’s Title Defect Notice as to the actions which Seller intends to take to cure such title defects (“Seller’s Title Response”). In the event that Seller does not provide reasonable assurances that Seller will endeavor to cure said defects, then Buyer, by an additional notice to Seller, given within the (10) days of Seller’s Title Response, shall either (i) terminate this Agreement, (ii) waive some or all of Buyer’s objections in Buyer’s Title Defect Notice, or (iii) notify Seller of any defect which Buyer asserts Seller is required to remedy under Section 2. Buyer may not give notice of its election to terminate if Seller has given assurances to Buyer in Seller’s Title Response that it will use reasonable efforts to cure such defects. Notwithstanding any other provision of this Agreement to the contrary, Buyer will be deemed to have waived any objections to all title matters shown on the Title Report. Buyer shall have until the last day of the Due Diligence Contingency Period (the “Survey Due Diligence Contingency Period”) to object, in its sole and absolute discretion, by written notice of objections delivered to Seller and Title Company (the “Survey Objections”), to any survey matters disclosed in any Survey. The Title Report and any Survey shall collectively be referred to herein existing as the “Title Documents.” Buyer’s failure to provide notice of the Title Objections Notice Date to the extent any such objection(s) is (are) not noted in the Buyer’s Title Defect Notice to Seller; and (b) Seller shall be required to remove or bond over all monetary liens on the Premises as a condition to Buyer’s obligations to close, whether or before not noted on Buyer’s Title Defect Notice. Notwithstanding anything to the expiration contrary contained herein, any title matter that is the subject of a title standard of the Title Due Diligence Contingency Period or the Survey Objections on or before the expiration Real Estate Bar Association for Massachusetts as of the Survey Due Diligence Contingency Period Closing Date shall constitute Buyer’s approval of be governed by said title standard to the Title Documents. If Buyer timely notifies Seller of its Title Objections or Survey Objections, then Seller may notify Buyer in writing within two (2) business days after Seller’s receipt of such notification that: (i) Seller will remove the Title Objections or Survey Objections on or before the Closing, or (ii) Seller will not remove any or certain specified Title Objections or Survey Objections. Seller’s failure to address any Title Objections or Survey Objections in any notice, or failure to give a timely notice as to any Title Objections or Survey Objections, shall constitute Seller’s election not to remove such Title Objections or Survey Objectionsextent applicable.

Title Review. 3.5.1. Immediately upon the opening of Escrow, Seller shall order a preliminary title report from Escrow Agent showing Escrow Agent’s willingness to issue a standard ALTA owner’s form of title insurance policy on the Property in the amount of the Purchase Price, and showing all exceptions to such policy (“Title Report”); at the time of ordering the Title Report, Seller shall instruct Escrow Agent to promptly furnish a copy thereof to Buyer. Buyer shall review title have thirty (30) days after receipt of the Title Report within which to the Property notify Seller in writing (“Notice of Disapproved Title Matters”) of Buyer’s disapproval of (also referred to herein as “objection to”) any matter disclosed by the Title Report (“Disapproved Title Matter”), with such notice indicating in reasonable detail the nature of the disapproved matter. Within seven (7) days after delivery of the Notice of Disapproved Title Matters, Seller shall notify Buyer in writing (“Seller’s Response to Notice of Disapproved Title Matters”) whether Seller will or will not cure any Disapproved Title Matter prior to the Closing Date, with such notice indicating in reasonable detail the manner in which Seller will cure any Disapproved Title Matter that Seller elects to cure. If Seller does not deliver Seller’s Response to Notice of Disapproved Title Matters within the time period authorized for such notice, or delivers such notice but does not address each Disapproved Title Matter or part thereof, Seller shall be deemed to have elected not to cure the Disapproved Title Matters or the unaddressed part thereof. If Buyer delivers the Approval Notice authorized in this Agreement, Buyer shall be deemed to have waived objection to each and every Disapproved Title Matter and shall be deemed to have agreed to accept title subject thereto without reduction in the Purchase Price; provided that Buyer shall not be deemed to have waived objection to, and shall not be deemed to have agreed to accept title subject to, any SurveyDisapproved Title Matter that Seller has elected to cure in the manner stated in writing by Seller and accepted in writing by Buyer. 3.5.2. Without the need for disapproval by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title prior to the Closing Date. 3.5.3. With respect to any matter first-disclosed in an update to the Title Report issued after delivery of the Approval Notice, if any, Buyer may, within five (5) days after receipt of such update, terminate this Agreement by written notice to Seller given within such 5-day period, in which event the ▇▇▇▇▇▇▇ Money actually held by Escrow Agent shall be returned to Buyer and neither Seller nor Buyer shall have twenty (20) days from any further rights or obligations under or relating to this Agreement, except pursuant to any surviving obligations and except that, in the later event that such matter was first-disclosed after delivery of the Buyer’s receipt Approval Notice due to fraud on the part of Seller, Buyer shall be entitled to recover its expenses in the manner provided in Section 4.2; provided that if Buyer does not so terminate this Agreement, Buyer shall be deemed to have waived objection to any such matter and shall be deemed to have agreed to accept title subject thereto without reduction in the Purchase Price. 3.5.4. As used in this Agreement, the term “Permitted Exceptions” shall mean: (i) the matters in the Title Report or the Effective Date (the “Title Due Diligence Contingency Period”), any update thereof that Buyer has not disapproved pursuant to object, in its sole and absolute discretion, by written notice of objections delivered to Seller and Title Company (the “Title Objections”), to any title matters shown on the Title Report. Buyer shall have until the last day of the Due Diligence Contingency Period (the “Survey Due Diligence Contingency Period”) to object, in its sole and absolute discretion, by written notice of objections delivered to Seller and Title Company (the “Survey Objections”), to any survey matters disclosed in any Survey. The Title Report and any Survey shall collectively be referred to herein as the “Title Documents.” Buyer’s failure to provide notice of the Title Objections to Seller on or before the expiration of the Title Due Diligence Contingency Period or the Survey Objections on or before the expiration of the Survey Due Diligence Contingency Period shall constitute Buyer’s approval of the Title Documents. If Buyer timely notifies Seller of its Title Objections or Survey Objections, then Seller may notify Buyer in writing within two (2) business days after Seller’s receipt of such notification that: (i) Seller will remove the Title Objections or Survey Objections on or before the Closing, or this Section 3.5; (ii) Seller will not remove any or certain specified the matters in the Title Objections or Survey Objections. Seller’s failure Report that Buyer has disapproved, but subsequently waived objection to, pursuant to address any Title Objections or Survey Objections in any noticethis Section 3.5; (iii) matters created by, through, or failure under Buyer; (iv) matters in the Survey that Buyer has not disapproved pursuant to give a timely notice as Section 3.6; (v) matters in the Survey that Buyer has disapproved, but subsequently waived objection to, pursuant to any Title Objections or Survey Objections, shall constitute Seller’s election Section 3.6; and (vi) real estate taxes not to remove such Title Objections or Survey Objectionsyet due and payable.