Common use of Title Review Clause in Contracts

Title Review. The City shall, within thirty (30) days after receiving the Preliminary Commitment, deliver written notice to the Port regarding any objections the City may have to matters shown on or referenced in the Preliminary Commitment or identified in Exhibit C relating to Third Party Leases, Licenses and Contracts, as defined in Section 9.1 below (the “Title Objection Notice”). Any exception, encumbrance or other matter to which the City does not timely object shall be a “Permitted Exception.” The Port shall have ten (10) days from the date on which the Port receives the City’s Title Objection Notice to deliver written notice of the City stating whether or not the Port will, prior to closing, remove or otherwise cure some or all of the matters described in the City’s Title Objection Notice. Should the Port fail to timely respond to the City’s Title Objection Notice, the Port shall be deemed to have refused to remove or cure all of the matters described in the City’s Title Objection Notice. Should the Port refuse to remove or cure any of the matters objected to in the City’s Title Objection Notice, the City must elect one of the following: (i) to accept the defects or encumbrances on title that the Port refuses to remove or cure, in which case such defects or encumbrances shall become Permitted Exceptions, and proceed with the transaction contemplated by this Agreement; or (ii) to terminate this Agreement. The City shall provide the Port with written notice of its decision within thirty (30) days of receiving the Port’s response to the City’s Title Objection Notice. Should the City fail to deliver written notice of the City’s decision to the Port within the time period specified above, the City shall be deemed to have elected to terminate this Agreement. In the event the City elects to terminate this Agreement pursuant to this Section 4.3, all rights and obligations of the Port and the City under this Agreement shall terminate and be of no further force or effect. It is contemplated that City may obtain a survey of some or all of the Property during its Due Diligence Period (as defined below) as described in Section 4.4 below. In the event such survey or any supplement to the Preliminary Commitment results in additional exceptions to title, the same process shall apply pursuant to the Section

Title Review. a. The City shall, within thirty Developer shall have a six (306) days after receiving month period commencing upon the Preliminary Commitment, deliver written notice effective date of Town Meeting Approval to examine the title to the Port regarding any objections the City may have to matters shown on or referenced in the Preliminary Commitment or identified in Exhibit C relating to Third Party Leases, Licenses and Contracts, as defined in Section 9.1 below Property (the “Title Objection Inspection Period”). The Developer shall have the right to object to any title matters disclosed in the title examination, other than the following, which are deemed “Permitted Exceptions”: (i) provisions of building and zoning laws existing as of the date of this Agreement; (ii) easements, restrictions and reservations of record that do not materially interfere with the Project; and (iii) the instruments identified in Exhibit E, attached hereto and incorporated herein. b. If the Developer objects to any matter disclosed in the title examination, other than a Permitted Exception, the Developer shall notify the Town in writing, specifying the objection (the “Title Notice”). Any exceptionIf the Developer fails to deliver the Title Notice prior to the expiration of the Title Inspection Period, encumbrance the Developer shall be deemed to have waived its objections to all matters of title, all of which shall be deemed Permitted Exceptions, excepting only those matters of title first arising after the date of the Developer’s title commitment for the Property (or other matter to which if the City Developer does not obtain a title commitment, then the final day of the Title Inspection Period) (the “Post-Inspection Title Matters”). If Developer timely object gives such Title Notice, all title matters not objected to therein shall be a “deemed Permitted ExceptionExceptions, except for any Post-Inspection Title Matters.” The Port shall have c. Within ten (10) days from the date on which the Port receives the City’s Title Objection Notice to deliver written notice after receipt of the City stating Title Notice, the Town shall notify the Developer in writing of its election whether or to use diligent, good faith efforts to remove of record any of the matters raised in the Title Notice. The Town’s failure to timely notify the Developer of its election shall be deemed its election not to cure any of the Port will, prior matters raised in the Title Notice. d. If the Town elects to closing, remove or otherwise cure some of record any or all of the matters described raised in the City’s Title Objection NoticeNotice pursuant to Section 5.c.(ii) above, then the Town shall use diligent and good faith efforts to so remove those items prior to the Ground Lease Execution Deadline. Should If, (I) despite such diligent and good faith efforts, the Port fail Town is unable to timely respond to remove such title matters, or (II) the CityTown’s Title Objection Noticeresponse under Section 5.c.(ii), the Port shall be deemed to have refused above, does not elect to remove or cure all of the matters described identified in the City’s Title Objection Notice. Should the Port refuse to remove or cure any of the matters objected to in the City’s Title Objection Notice, the City must Developer shall elect one of the following: as its sole and exclusive remedy to either: (i) to accept the defects or encumbrances on title that the Port refuses to remove or cureterminate this Agreement, in which case such defects or encumbrances event the Deposit shall become Permitted Exceptionsbe returned to the Developer and this Agreement shall automatically terminate without further recourse to either Party (subject to the Developer’s obligations provided in Section 4.c., and proceed with the transaction contemplated by this Agreementabove); or (ii) to terminate this Agreement. The City shall provide the Port with written notice of its decision within thirty (30) days of receiving the Port’s response to the City’s Title Objection Notice. Should the City fail to deliver written notice of the City’s decision to the Port within the time period specified above, the City shall be deemed to have elected to terminate this Agreement. In the event the City elects to terminate this Agreement pursuant to this Section 4.3, all rights and obligations of the Port and the City under this Agreement shall terminate and be of no further force or effect. It is contemplated that City may obtain a survey of some or all of the Property during its Due Diligence Period (as defined below) as described in Section 4.4 below. In the event accept such survey or any supplement to the Preliminary Commitment results in additional exceptions to title, which shall be deemed Permitted Exceptions, provided that the same process Developer shall apply pursuant make such election under subsection (II) not later than the last day of the Title Inspection Period. The Developer’s execution and delivery of the Ground Lease shall be deemed its acceptance of such title matters as Permitted Exceptions. As used in this Section 5, diligent and good faith efforts shall not require the Town to expend more than $5,000, exclusive of Mandatory Cure Items. e. Notwithstanding anything to the Sectioncontrary in this Agreement, the Town shall in any case be required to cure prior to the Ground Lease Execution Deadline (whether or not it receives a Title Notice and whether not specifically identified as objections therein), and in no event shall the Developer be obligated to enter into the Ground Lease for the Property subject to, the following matters (collectively, “Mandatory Cure Items”): mortgages, security instruments, collateral assignments, liens, assessments, delinquent taxes and/or other monetary encumbrances applicable to the Property.

Title Review. The a. Within 90 days following City shallCouncil approval of this term sheet, within thirty (30) days after receiving the Preliminary Commitment, deliver written notice City will have delivered to the Port regarding any objections Developer a commitment from Guaranty Commercial Title (“Title”) for the City may have issuance to matters shown on or referenced Developer of an owner’s title insurance policy in the Preliminary Commitment or identified in Exhibit C relating to Third Party Leases, Licenses and Contracts, as defined in Section 9.1 below amount of the appraised value of the Property (the “Commitment”). b. The Developer shall be allowed 60 days after receipt of the Commitment to make objections to title, said objections to be made in writing and delivered to the City within such 60 -day period or deemed waived, provided that Developer will not object to a temporary access easement over vacated 1st Street North for the benefit of the property to the north of the UHT site until such time as the parkway segment is completed by the City connecting Xxxxxxx Avenue to such adjacent property. c. If the Developer makes timely written objections to the Commitment, then the City shall be allowed 60 days after receipt of the objections to notify Developer if the City will undertake to cure such objections (the “City Title Objection Notice”). Any exception, encumbrance or other matter to which If the City does not timely object refuses to undertake to cure such objections, the Developer is under no obligation to enter into a redevelopment agreement for the Property and neither party shall be a “Permitted Exception.” The Port shall have ten (10) days from liable for damages hereunder to the date on which the Port receives the City’s Title Objection Notice to deliver written notice of other party. If the City stating whether or not the Port will, prior determines to closing, remove or otherwise undertake to cure some or all of the matters described in the City’s Title Objection Notice. Should the Port fail to timely respond to the City’s Title Objection Notice, the Port shall be deemed to have refused to remove or cure all of the matters described in the City’s Title Objection Notice. Should the Port refuse to remove or cure any of the matters objected to in the City’s Title Objection Noticesuch objections, the City must will have until the Closing Date (or such longer time period agreed to by the Developer and City) to cure the title defects for which it is has undertaken to cure as provided above and establish marketable title to the Property. If the City fails to undertake to have such objections to title removed or satisfied within the time provided, the Developer may elect one to (1) close on the lease of the following: (i) to accept the defects or encumbrances on title that the Port refuses to remove or cure, in which case such defects or encumbrances shall become Permitted Exceptions, Property subject thereto and proceed with the transaction contemplated by this AgreementProject as provided herein with a credit against its Ground Lease Payments to the extent it incurs costs to complete the incomplete undertaking; (2) extend the Closing Date to allow the City additional time to effect the aforementioned undertaking or (ii3) to terminate this Agreement. The City the redevelopment agreement, in which case, neither party shall provide the Port with written notice of its decision within thirty (30) days of receiving the Port’s response be liable for damages hereunder to the City’s Title Objection Notice. Should the City fail to deliver written notice of the City’s decision to the Port within the time period specified above, other party and the City shall refund any previously paid Good Faith Deposit to the Developer without interest; but if the title to the Property be deemed to have elected to terminate this Agreement. In the event the City elects to terminate this Agreement pursuant to this Section 4.3found marketable or cured within said time, all rights and obligations of the Port and the City under this Agreement Developer shall terminate and be of no further force or effect. It is contemplated that City may obtain a survey of some or all thereafter breach its obligations to accept conveyance of the Property during its Due Diligence Period (as defined below) provided in this term sheet, then and in that case the City may terminate the redevelopment agreement and retain the Good Faith Deposit as described in Section 4.4 below. In liquidated damages, time being of the event such survey or any supplement to the Preliminary Commitment results in additional exceptions to title, the same process shall apply pursuant to the Sectionessence.

Title Review. The City shallDuring each Parties' respective Due Diligence Period, within thirty each Party shall obtain a preliminary title report for each respective Property, together with copies of all written instruments creating the exceptions specified therein, and plat maps plotting all easements specified therein (30collectively, the "Title Reports"). Xxxxxx Homes shall notify District in writing ("Xxxxxx Homes' Objection Notice") days after receiving on or before the Preliminary Commitment, deliver written notice to expiration of the Port regarding Xxxxxx Homes Due Diligence Period of any objections the City Xxxxxx Homes may have to matters the title exceptions contained in the Title Report for the District Property. Xxxxxx Homes' failure to provide District with a Xxxxxx Homes' Objection Notice within said period shall constitute Xxxxxx Homes' approval of all exceptions to title shown on or referenced in the Preliminary Commitment or identified in Exhibit C relating to Third Party LeasesTitle Report for the District Property, Licenses and Contracts, as defined in Section 9.1 below (the “Title Objection Notice”). Any exception, encumbrance or other matter to which the City does not timely object shall be a “Permitted Exception.” The Port shall have provided District provides Xxxxxx Homes ten (10) days from the date on which the Port receives the City’s Title written notice of said failure to deliver Xxxxxx Homes' Objection Notice within said period. District shall have a period of ten (10) days after receipt of Xxxxxx Homes' Objection Notice in which to deliver written notice to Xxxxxx Homes ("District's Notice") of the City stating whether or not the Port will, prior District's election to closing, remove or otherwise cure some or all of the matters described in the City’s Title Objection Notice. Should the Port fail to timely respond to the City’s Title Objection Notice, the Port shall be deemed to have refused either (i) agree to remove or cure all the objected to items prior to the Close of the matters described in the City’s Title Objection Notice. Should the Port refuse Escrow, or (ii) decline to remove or cure any such title exceptions. If the District is unable or unwilling to eliminate the Defect (or to commit to do so by Close of Escrow) during such time period, then except with respect to Forbidden Defects, Xxxxxx Homes' sole remedy shall be to elect, by written notice to the District and Escrow Agent on or before the date ten (10) business days after the later of the matters expiration of such 10-day period or the date the District gives Xxxxxx Homes and Escrow Agent written notice that the District will not eliminate the Defect on or before the Close of Escrow, to either (a) terminate this Agreement, or (b) waive the Defect. Furthermore, for the purpose of this paragraph, District's cure may include the acquisition by District, at District's expense, of a title insurance endorsement related to the objected to exception reasonably acceptable to Xxxxxx Homes. Any extension of the time to review the Title Report for the District Property shall only occur in strict accordance with the following paragraph. Except as otherwise provided in this Agreement, if this Agreement is cancelled pursuant to this paragraph, the xxxxxxx money and any interest thereon shall be refunded to Xxxxxx Homes, this Agreement shall thereupon be null and void and of no force or effect and Xxxxxx Homes and the District shall have no further obligations or liabilities hereunder. Notwithstanding the foregoing, District represents, warrants and agrees with respect to the District Property that as of the Close of Escrow the District Property shall not be subject to any of the following (hereinafter referred to as “Forbidden Defects”): (a) any mortgages, deeds of trust, security agreements, judgments, liens, or claims of lien, except for the lien of current real property taxes not yet due and payable; (b) any options, rights of first refusal or other title matters customarily deemed in the City’s County in which the District Property is located to render real property unmarketable, and (c) any Defects that the District has committed to eliminate on or before the Close of Escrow. In addition, District represents, warrants and agrees that as of the Close of Escrow, the District Property shall not be subject to any leases, rental agreements or other rights of occupancy of any kind, whether oral or written. Upon the issuance of any amendment or supplement to the Title Report for the District Property which adds additional exceptions, or adds any new requirement, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Xxxxxx Homes' initial period of review and approval or disapproval of any such additional exceptions shall be limited to fifteen (15) business days following Xxxxxx Homes' and its counsel's receipt of the instrument(s) creating such additional exceptions. The foregoing extension shall only be allowed for and pertain to the review of the new matter and Xxxxxx Homes shall not be entitled to object to any exception that was in a previous title report for which the time for objection has already come and passed. If the Exchange Property (i.e., the property acquired by the District) is a Xxxxxx Property (within the meaning of Section 1.2), then, in reciprocal nature with the foregoing, District shall notify Xxxxxx Homes in writing ("District's Objection Notice, ") on or before the City must elect one expiration of the following: Due Diligence Period of any objections District may have to the title exceptions contained in the Title Report for the Xxxxxx Property. District's failure to provide Xxxxxx Homes with a District's Objection Notice within said period shall constitute District's approval of all exceptions to title shown on the Title Report for the Xxxxxx Property, provided Xxxxxx Homes provides District ten (10) days written notice of said failure to deliver District's Objection Notice within said period. Xxxxxx Homes shall have a period of ten (10) days after receipt of District's Objection Notice in which to deliver written notice to District ("Xxxxxx Homes' Notice") of Xxxxxx Homes' election to either (i) to accept the defects or encumbrances on title that the Port refuses agree to remove or curecure the objected to items prior to the Close of Escrow, or (ii) decline to remove or cure any such title exceptions. If Xxxxxx Homes notifies District of its election to decline to remove and cure the objected to items, District shall have the right, by written notice delivered to Xxxxxx Homes within ten (10) days after District's receipt of Xxxxxx Homes' Notice, to agree to either (i) accept the Xxxxxx Property as the Exchange Property subject to the objected to items, in which case such defects event District shall take title at the Close of Escrow subject to the objected to items, without any adjustment to or encumbrances shall become Permitted Exceptions, and proceed with credit against the transaction contemplated by this Agreement; EP Exchange Value or (ii) to terminate continue to use good faith efforts to identify other Exchange Property for which the condition of title is acceptable to District in sufficient time to permit the Closing to occur by the Closing Date, then Xxxxxx Homes may acquire the District Property for cash in accordance with Section 1.3 of this Agreement. The City shall provide Furthermore, for the Port with written notice purpose of its decision within thirty (30) days of receiving this paragraph, Xxxxxx Homes' cure may include the Port’s response acquisition by Xxxxxx Homes at Xxxxxx Homes' expense a title insurance endorsement related to the City’s Title Objection Noticeobjected to exception reasonably acceptable to the District. Should the City fail to deliver written notice Any extension of the City’s decision time to review the Port within Title Report for the time period specified above, Exchange Property shall only occur in strict accordance with the City shall be deemed to have elected to terminate this Agreementfollowing paragraph. In Upon the event the City elects to terminate this Agreement pursuant to this Section 4.3, all rights and obligations issuance of the Port and the City under this Agreement shall terminate and be of no further force any amendment or effect. It is contemplated that City may obtain a survey of some or all of the Property during its Due Diligence Period (as defined below) as described in Section 4.4 below. In the event such survey or any supplement to the Preliminary Commitment results in Title Report for the Exchange Property which adds additional exceptions, or adds any new requirement, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that District's initial period of review and approval or disapproval of any such additional exceptions shall be limited to title, fifteen (15) business days following District's and its counsel's receipt of the same process instrument(s) creating such additional exceptions. The foregoing extension shall apply pursuant only be allowed for and pertain to the Sectionreview of the new matter and District shall not be entitled to object to any previously known exception or requirement for which the time for objection has already come and passed.

Title Review. The City shallDuring each Parties' respective Due Diligence Period, within thirty each Party shall obtain a preliminary title report for each respective Property, together with copies of all written instruments creating the exceptions specified therein, and plat maps plotting all easements specified therein (30collectively, the "Title Reports"). Xxxxxx Homes shall notify District in writing ("Xxxxxx Homes' Objection Notice") days after receiving on or before the Preliminary Commitment, deliver written notice to expiration of the Port regarding Xxxxxx Homes Due Diligence Period of any objections the City Xxxxxx Homes may have to matters shown on or referenced the title exceptions contained in the Preliminary Commitment or identified in Exhibit C relating to Third Party Leases, Licenses and Contracts, as defined in Section 9.1 below Title Report for the District Property (the “Title Objection NoticeDefect”). Any exceptionXxxxxx Homes' failure to provide District with a Xxxxxx Homes' Objection Notice within said period shall constitute Xxxxxx Homes' approval of all exceptions to title shown on the Title Report for the District Property, encumbrance or other matter to which the City does not timely object shall be a “Permitted Exception.” The Port shall have provided District provides Xxxxxx Homes ten (10) days from the date on which the Port receives the City’s Title written notice of said failure to deliver Xxxxxx Homes' Objection Notice within said period. District shall have a period of ten (10) days after receipt of Xxxxxx Homes' Objection Notice in which to deliver written notice to Xxxxxx Homes ("District's Notice") of the City stating whether or not the Port will, prior District's election to closing, remove or otherwise cure some or all of the matters described in the City’s Title Objection Notice. Should the Port fail to timely respond to the City’s Title Objection Notice, the Port shall be deemed to have refused either (i) agree to remove or cure all the objected to items prior to the Close of the matters described in the City’s Title Objection Notice. Should the Port refuse Escrow, or (ii) decline to remove or cure any such title exceptions. If the District is unable or unwilling to eliminate the Defect (or to commit to do so by Close of Escrow) during such time period, then except with respect to Forbidden Defects (as defined below), Xxxxxx Homes' sole remedy shall be to elect, by written notice to the District and Escrow Agent on or before the date ten (10) business days after the later of the matters expiration of such 10-day period or the date the District gives Xxxxxx Homes and Escrow Agent written notice that the District will not eliminate the Defect on or before the Close of Escrow, to either (a) terminate this Agreement, or (b) waive the Defect. Furthermore, for the purpose of this paragraph, District's cure may include the acquisition by District, at District's expense, of a title insurance endorsement related to the objected to exception reasonably acceptable to Xxxxxx Homes. Any extension of the time to review the Title Report for the District Property shall only occur in strict accordance with the following paragraph. Except as otherwise provided in this Agreement, if this Agreement is cancelled pursuant to this paragraph, the xxxxxxx money and any interest thereon shall be refunded to Xxxxxx Homes, this Agreement shall thereupon be null and void and of no force or effect and Xxxxxx Homes and the District shall have no further obligations or liabilities hereunder. Notwithstanding the foregoing, District represents, warrants and agrees with respect to the District Property that as of the Close of Escrow the District Property shall not be subject to any of the following (hereinafter referred to as “Forbidden Defects”): (a) any mortgages, deeds of trust, security agreements, judgments, liens, or claims of lien, except for the lien of current real property taxes not yet due and payable; (b) any options, rights of first refusal or other title matters customarily deemed in the City’s County in which the District Property is located to render real property unmarketable, and (c) any Defects that the District has committed to eliminate on or before the Close of Escrow. In addition, District represents, warrants and agrees that as of the Close of Escrow, the District Property shall not be subject to any leases, rental agreements or other rights of occupancy of any kind, whether oral or written. Upon the issuance of any amendment or supplement to the Title Report for the District Property which adds additional exceptions, or adds any new requirement, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Xxxxxx Homes' initial period of review and approval or disapproval of any such additional exceptions shall be limited to fifteen (15) business days following Xxxxxx Homes' and its counsel's receipt of the instrument(s) creating such additional exceptions. The foregoing extension shall only be allowed for and pertain to the review of the new matter and Xxxxxx Homes shall not be entitled to object to any exception that was in a previous title report for which the time for objection has already come and passed. If the Exchange Property (i.e., the property acquired by the District) is a Xxxxxx Property (within the meaning of Section 1.2), then, in reciprocal nature with the foregoing, District shall notify Xxxxxx Homes in writing ("District's Objection Notice, ") on or before the City must elect one expiration of the following: District Due Diligence Period of any objections District may have to the title exceptions contained in the Title Report for the Xxxxxx Property. District's failure to provide Xxxxxx Homes with a District's Objection Notice within said period shall constitute District's approval of all exceptions to title shown on the Title Report for the Xxxxxx Property, provided Xxxxxx Homes provides District ten (10) days written notice of said failure to deliver District's Objection Notice within said period. Xxxxxx Homes shall have a period of ten (10) days after receipt of District's Objection Notice in which to deliver written notice to District ("Xxxxxx Homes' Notice") of Xxxxxx Homes' election to either (i) to accept the defects or encumbrances on title that the Port refuses agree to remove or curecure the objected to items prior to the Close of Escrow, or (ii) decline to remove or cure any such title exceptions. If Xxxxxx Homes notifies District of its election to decline to remove and cure the objected to items, District shall have the right, by written notice delivered to Xxxxxx Homes within ten (10) days after District's receipt of Xxxxxx Homes' Notice, to agree to either (i) accept the Xxxxxx Property as the Exchange Property subject to the objected to items, in which case such defects event District shall take title at the Close of Escrow subject to the objected to items, without any adjustment to or encumbrances shall become Permitted Exceptions, and proceed with credit against the transaction contemplated by this Agreement; EP Exchange Value or (ii) to terminate continue to use good faith efforts to identify other Exchange Property for which the condition of title is acceptable to District in sufficient time to permit the Closing to occur by the Closing Date, then Xxxxxx Homes may acquire the District Property for cash in accordance with Section 1.3 of this Agreement. The City shall provide Furthermore, for the Port with written notice purpose of its decision within thirty (30) days of receiving this paragraph, Xxxxxx Homes' cure may include the Port’s response acquisition by Xxxxxx Homes at Xxxxxx Homes' expense a title insurance endorsement related to the City’s Title Objection Noticeobjected to exception reasonably acceptable to the District. Should the City fail to deliver written notice Any extension of the City’s decision time to review the Port within Title Report for the time period specified above, Exchange Property shall only occur in strict accordance with the City shall be deemed to have elected to terminate this Agreementfollowing paragraph. In Upon the event the City elects to terminate this Agreement pursuant to this Section 4.3, all rights and obligations issuance of the Port and the City under this Agreement shall terminate and be of no further force any amendment or effect. It is contemplated that City may obtain a survey of some or all of the Property during its Due Diligence Period (as defined below) as described in Section 4.4 below. In the event such survey or any supplement to the Preliminary Commitment results in Title Report for the Exchange Property which adds additional exceptions, or adds any new requirement, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that District's initial period of review and approval or disapproval of any such additional exceptions shall be limited to title, fifteen (15) business days following District's and its counsel's receipt of the same process instrument(s) creating such additional exceptions. The foregoing extension shall apply pursuant only be allowed for and pertain to the Sectionreview of the new matter and District shall not be entitled to object to any previously known exception or requirement for which the time for objection has already come and passed.

Title Review. The City shall, has completed its review of the Property’s title and did not deliver to the Port within thirty (30) days after receiving the Preliminary Commitment, deliver ,written notice to the Port regarding of any objections the City may have relating to matters shown on or referenced in the Preliminary Commitment or identified in Exhibit C relating to Third Party Leases, Licenses and Contracts, as defined in Section 9.1 below (the “Title Objection Notice”). Any exception, encumbrance or other matter to which the City does did not timely object shall be a “Permitted Exception.” In the event any supplement to the Preliminary Commitment results in additional exceptions to title, the following process shall apply: The City shall within ten (10) days after receiving the supplement to the Preliminary Commitment deliver written notice to the Port regarding any objections relating to matters shown on or referenced in the supplement to the Preliminary Commitement. The Port shall have ten (10) days from the date on which the Port receives the City’s Title Objection Notice to deliver written notice of the City stating whether or not the Port will, prior to closing, remove or otherwise cure some or all of the matters described in the City’s Title Objection Notice. Should the Port fail to timely respond to the City’s Title Objection Notice, the Port shall be deemed to have refused to remove or cure all of the matters described in the City’s Title Objection Notice. Should the Port refuse to remove or cure any of the matters objected to in the City’s Title Objection Notice, the City must elect one of the following: (i) to accept the defects or encumbrances on title that the Port refuses to remove or cure, in which case such defects or encumbrances shall become Permitted Exceptions, and proceed with the transaction contemplated by this Agreement; or (ii) to terminate this Agreement. The City shall provide the Port with written notice of its decision within thirty (30) days of receiving the Port’s response to the City’s Title Objection Notice. Should the City fail to deliver written notice of the City’s decision to the Port within the time period specified above, the City shall be deemed to have elected to terminate this Agreement. In the event the City elects to terminate this Agreement pursuant to this Section 4.3, all rights and obligations of the Port and the City under this Agreement shall terminate and be of no further force or effect. It is contemplated that City may obtain a survey of some or all of the Property during its Due Diligence Period (as defined below) as described in Section 4.4 below. In the event such survey or any supplement to the Preliminary Commitment results in additional exceptions to title, the same process shall apply pursuant to the Section.