Common use of Title/Survey Clause in Contracts

Title/Survey. A▇▇▇▇▇▇▇ has ordered a commitment for title insurance (as the same may be updated from time to time, collectively the “Title Commitment”) from a nationally recognized title company selected by Acquiror (the “Title Company”) and may order a survey (as the same may be updated from time to time, collectively, the “Survey”) with respect to the Owned Real Property. As promptly as practicable, but in any event at least thirty (30) Business Days prior to the Closing Date, Acquiror shall deliver to MGEX a notice (as the same may be supplemented from time to time, the “Title Objection Notice”) setting forth any objectionable items disclosed on the Title Commitment or the Survey which, in Acquiror’s reasonable discretion, is necessary to cure prior to Closing (each a “Title Objection”) in order for Acquiror to obtain an owner’s and/or lender’s policy of title insurance, with such endorsements as reasonably required by Acquiror or any such lender, with respect to the Owned Real Property in a form reasonably acceptable to Acquiror. MGEX shall use commercially reasonable business efforts to cure each Title Objection, whether by the payment of monies or in a manner otherwise acceptable to Acquiror. If any updates to the Title Commitment or Survey are issued subsequent to the date of the initial Title Commitment and/or Survey and contain exceptions other than those in the initial Title Commitment and/or Survey, Acquiror will be entitled to object to such new exceptions by delivering a notice to MGEX of Title Objections disclosed in such updates and such notice shall constitute a Title Objection Notice and MGEX shall use commercially reasonable business efforts to cure any Title Objections noted therein in accordance with the terms and provisions of this Section. If MGEX fails on or before five (5) Business Days prior to Closing to cure any Title Objection, MGEX shall provide a good faith estimate of the cost to cure the uncured Title Objections (“Title Cure Amount”). MGEX shall cause to be delivered to the Title Company such affidavits, certificates, organizational documents and other instruments, including, but not limited to, affidavits relating to non-imputation (collectively, the “Title Deliverables”), as may be customarily and reasonably required by the Title Company in order for the Title Company to issue an owner’s and/or lender’s policy of title insurance, with such endorsement as reasonably required by Acquiror or any such lender, with respect to the Owned Real Property in a form reasonably acceptable to Acquiror and the Title Company.

Title/Survey. A▇a) As soon as reasonably practicable after the Effective Date, Buyer shall order from the Title Company a commitment (the “Commitment”) to issue an ALTA Owner’s Leasehold Policy of Title Insurance as to the Property in an amount equal to the Purchase Price (the “Title Policy”). Buyer shall have the right to order and obtain, at its expense, a new survey or an update of Seller’s existing survey, if any, of the Property (collectively, the “Survey”). In the event Buyer desires to obtain a Survey, then Buyer shall order same no later than five (5) days after the Effective Date and shall deliver a copy of the Survey to Seller promptly upon receipt from the surveyor. The Survey shall be certified to Seller, Buyer, Buyer’s lender, and the Title Company. The Survey shall be in form and substance sufficient to delete the standard survey exception from the Title Policy. On or before the Closing Date, Seller shall execute and deliver to the Title Company an affidavit to delete the standard preprinted exception for mechanic’s liens from the Title Policy, substantially in the form of Exhibit “H” (the “Title Affidavit”). It shall be a condition precedent to Buyer’s obligation to purchase the Property that the Title Company can and will, on the Closing Date, issue the Title Policy in accordance with the Commitment and subject only to the Permitted Exceptions (as hereinafter defined). b) Buyer shall have the right to object to: (i) any matters disclosed by the Commitment (“Title Objections”), and (ii) any matters disclosed by a Survey (“Survey Objections”); provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before the fourth (4th) business day prior to the expiration of the Due Diligence Period; otherwise any such objections shall be deemed to be waived. If Buyer delivers in a timely manner written notice of any valid Title Objections and/or Survey Objections (collectively, “Objections”), then Seller shall within two (2) business days from receipt of any Objections from Buyer notify Buyer in writing (“Seller’s Response”) whether Seller elects, in Seller’s sole discretion, to: (i) cure any such Objections on or prior to the Closing Date, or (ii) not to cure any such Objections. If Seller elects to cure an Objection under the previous sentence and fails to do so by the Closing Date, Buyer shall have the right to (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the E▇▇▇▇▇▇ has ordered a commitment for Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Property with such condition of title insurance (as the same may be updated from time Seller is able to time, collectively the “Title Commitment”) from a nationally recognized title company selected by Acquiror (the “Title Company”) and may order a survey (as the same may be updated from time to time, collectively, the “Survey”) with respect convey and/or subject to the Owned Real PropertyObjections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. As promptly as practicableIn the event Seller fails to deliver Seller’s Response to Buyer within such two (2) business day period, but in Seller shall be deemed to have elected not to cure any event at least thirty (30) Business Days of the Objections. If Seller’s Response states that Seller elects not to cure any of the Objections on or prior to the Closing Date, Acquiror or if Seller is deemed to have elected not to cure any of the Objections as set forth above, then by the expiration of the Due Diligence Period, Buyer shall elect to either (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the E▇▇▇▇▇▇ Deposit to MGEX Buyer, or (y) waive the Objections and proceed to purchase the Property with such condition of title as Seller is able to convey and/or subject to the Objections, without a notice (as reduction of the same may be supplemented from time to time, the “Title Objection Notice”) setting forth any objectionable items disclosed on the Title Commitment or the Survey whichPurchase Price therefor, in Acquiror’s reasonable discretionwhich event the items objected to which were not cured shall be deemed to be Permitted Exceptions. If Buyer fails to timely make such election, is necessary then Buyer shall be deemed to cure prior have elected to Closing purchase the Property pursuant to the foregoing clause (each a “Title Objection”y). c) Notwithstanding anything contained in order for Acquiror this Agreement to obtain an owner’s and/or lender’s policy of title insurance, with such endorsements as reasonably required by Acquiror or any such lenderthe contrary, with respect to all matters affecting title to the Owned Real Property in a form reasonably acceptable to Acquiror. MGEX shall use commercially reasonable business efforts to cure each Property, and any liens or encumbrances affecting the Property, Buyer acknowledges and agrees that it is relying upon the Title Objection, whether by the payment of monies or in a manner otherwise acceptable to AcquirorPolicy. If Buyer has a claim under the Title Policy and the subject matter of that claim also constitutes the breach of any updates representation, warranty or covenant made by Seller in this Agreement, the Ground Lease Assignment (as hereinafter defined) or any other instrument of conveyance as may apply to the transaction, Buyer agrees that it will look first to the Title Commitment Policy for recovery of such claim, and Buyer shall only assert any claim against Seller for recovery of such claim either (i) after all remedies available to Buyer under the Title Policy are exhausted and any recovery from Seller hereunder shall be in excess of remedies received by Buyer under the Title Policy or Survey are issued subsequent (ii) as required due to the date any applicable statute of limitations. This Subsection shall survive Closing and delivery of the initial Title Commitment and/or Survey Ground Lease Assignment and contain exceptions other than those in the initial Title Commitment and/or Survey, Acquiror will be entitled to object to such new exceptions by delivering a notice to MGEX of Title Objections disclosed in such updates and such notice shall constitute a Title Objection Notice and MGEX shall use commercially reasonable business efforts to cure any Title Objections noted therein in accordance with the terms and provisions of this Section. If MGEX fails on or before five (5) Business Days prior to Closing to cure any Title Objection, MGEX shall provide a good faith estimate of the cost to cure the uncured Title Objections (“Title Cure Amount”). MGEX shall cause to be delivered to the Title Company such affidavits, certificates, organizational documents and other instruments, including, but not limited to, affidavits relating to non-imputation (collectively, the “Title Deliverables”), as may be customarily and reasonably required by the Title Company in order for the Title Company to issue an owner’s and/or lender’s policy of title insurance, with such endorsement as reasonably required by Acquiror or any such lender, with respect to the Owned Real Property in a form reasonably acceptable to Acquiror and the Title Companyassociated instrument.

Title/Survey. Aa) Prior to the Original Effective Date, Sellers ordered from the Title Company a commitment (each, a “Commitment”) to issue an ALTA Owner’s Policy of Title Insurance and/or an ALTA Leasehold Policy of Title Insurance (each, a “Title Policy”) for each Shopping Center. Prior to the Effective Date of this Agreement, Buyer ordered and obtained (or will obtain), at its expense, new surveys or an update of Sellers’ existing surveys, if any, of the Properties (any such new survey or update of a Seller’s existing survey of a particular Property, a “Survey”). As of the Effective Date of this Agreement, Buyer has delivered to Sellers copies of the Surveys for the Seabrook Property, the Wrangleboro Property, the Great Northern Property, Peach Street Property and Maple Grove Property. The Survey shall be certified to Sellers, Buyer and the Title Company. The Survey shall be in form and substance sufficient to delete the standard survey exception from the applicable Title Policy. Sellers shall not be required to remove the standard survey exception from the applicable Title Policy in the event Buyer does not obtain a Survey for the Applicable Property. On or before the Closing Date, Sellers shall execute and deliver to the Title Company an affidavit to delete the standard preprinted exception for mechanic’s liens from the applicable Title Policy, substantially in the form of Exhibit “H” (the “Title Affidavit”). It shall be a condition precedent to Buyer’s obligation to purchase the Properties that the Title Company can and will, on the Closing Date, issue each Title Policy in accordance with the applicable Commitment and subject only to the Permitted Exceptions (as hereinafter defined). b) Section 3.2(b) of the Original Agreement provided as follows: “Buyer shall have the right to object to: (i) any matters disclosed by the Commitments (“Title Objections”), and (ii) any matters disclosed by Surveys (“Survey Objections”); provided that Buyer delivers written notice of any valid Title Objections or Survey Objections on or before the seventh (7th) business day prior to the expiration of the Due Diligence Period (the “Title Review Period”); otherwise any such objections shall be deemed to be waived. If Buyer delivers in a timely manner written notice of any valid Title Objections and/or Survey Objections (collectively, “Objections”), then Sellers shall within five (5) business days from receipt of any Objections from Buyer notify Buyer in writing (“Sellers’ Response”) whether Sellers elect, in Sellers’ sole discretion, to: (i) cure any such Objections on or prior to the Closing Date, or (ii) not to cure any such Objections. If Sellers elect to cure an Objection under the previous sentence and fail to do so by the Closing Date, Buyer shall have the right, as Buyer’s sole remedy, to (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the ▇▇▇▇▇▇▇ has ordered a commitment for Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Properties with such condition of title insurance (as the same may be updated from time Sellers are able to time, collectively the “Title Commitment”) from a nationally recognized title company selected by Acquiror (the “Title Company”) and may order a survey (as the same may be updated from time to time, collectively, the “Survey”) with respect convey and/or subject to the Owned Real PropertyObjections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. As promptly as practicableIn the event Sellers fail to deliver Sellers’ Response to Buyer within such five (5) business day period, but in Sellers shall be deemed to have elected not to cure any event at least thirty (30) Business Days of the Objections. If Sellers’ Response states that Sellers elect not to cure any of the Objections on or prior to the Closing Date, Acquiror or if Sellers are deemed to have elected not to cure any of the Objections as set forth above, then by the expiration of the Due Diligence Period, Buyer shall elect to either (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the ▇▇▇▇▇▇▇ Deposit to MGEX Buyer, or (y) waive the Objections and proceed to purchase the Properties with such condition of title as Sellers are able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. If Buyer fails to timely make such election, then Buyer shall be deemed to have elected to purchase the Properties pursuant to the foregoing clause (y).” Buyer and Sellers acknowledge that Buyer delivered Buyer's Objections on July 22, 2021 and that Sellers delivered Sellers’ Response on July 28, 2021. Buyer acknowledges and agrees that Sellers did not agree to cure any Objections asserted by Buyer during the Title Review Period. Sellers confirm that Sellers will satisfy Sellers’ obligations under Section 3.3 hereof. Buyer hereby waives the contingency set forth in Section 3(b) of the Original Agreement. The defined terms contained in Section 3(b) of the Original Agreement are incorporated herein by reference above. c) If at any time following the expiration of the Title Review Period, but prior to Closing, any new matters (other than the deletion, elimination or modification of any item to which Buyer has made an Objection) are first filed of record against any of the Properties and are added to any of the Commitments (and are not otherwise caused by or result from any action or inaction by Buyer), Buyer shall have the right to object to any such new items appearing on any update to such Commitment by delivery of written notice to Sellers within two (as 2) business days of Buyer’s discovery thereof. In the event that Buyer elects to object to any items in accordance with the foregoing, the same may process outlined in Section 3.2(b) above shall apply to any new Objections made by Buyer, and the Closing Date shall be supplemented from automatically extended to provide sufficient time for the objection process outlined above to time, conclude. d) Notwithstanding anything contained in this Agreement to the “Title Objection Notice”) setting forth any objectionable items disclosed on the Title Commitment or the Survey which, in Acquiror’s reasonable discretion, is necessary to cure prior to Closing (each a “Title Objection”) in order for Acquiror to obtain an owner’s and/or lender’s policy of title insurance, with such endorsements as reasonably required by Acquiror or any such lendercontrary, with respect to all matters affecting title to the Owned Real Property in a form reasonably acceptable to Acquiror. MGEX shall use commercially reasonable business efforts to cure each Properties, and any liens or encumbrances affecting the Properties, Buyer acknowledges and agrees that it is relying upon the Title Objection, whether by the payment of monies or in a manner otherwise acceptable to AcquirorPolicies. If Buyer has a claim under a Title Policy and the subject matter of that claim also constitutes the breach of any updates representation, warranty or covenant made by Sellers in this Agreement or any Deed or the Ground Lease Assignment, Buyer agrees that it will look first to the such Title Commitment or Survey Policy for recovery of such claim, and Buyer shall only assert any claim against Sellers for recovery of such claim after all remedies available to Buyer under such Title Policy are issued subsequent to the date exhausted and any recovery from Sellers hereunder shall be in excess of remedies received by Buyer under such Title Policy. This Subsection shall survive Closing and delivery of the initial Title Commitment and/or Survey Deed and contain exceptions other than those in the initial Title Commitment and/or Survey, Acquiror will be entitled to object to such new exceptions by delivering a notice to MGEX of Title Objections disclosed in such updates and such notice shall constitute a Title Objection Notice and MGEX shall use commercially reasonable business efforts to cure any Title Objections noted therein in accordance with the terms and provisions of this Section. If MGEX fails on or before five (5) Business Days prior to Closing to cure any Title Objection, MGEX shall provide a good faith estimate of the cost to cure the uncured Title Objections (“Title Cure Amount”). MGEX shall cause to be delivered to the Title Company such affidavits, certificates, organizational documents and other instruments, including, but not limited to, affidavits relating to non-imputation (collectively, the “Title Deliverables”), as may be customarily and reasonably required by the Title Company in order for the Title Company to issue an owner’s and/or lender’s policy of title insurance, with such endorsement as reasonably required by Acquiror or any such lender, with respect to the Owned Real Property in a form reasonably acceptable to Acquiror and the Title CompanyGround Lease Assignment.

Title/Survey. A▇▇▇▇▇(a) Simultaneously with its execution of this Lease, Landlord shall furnish to Tenant copies of all title evidence that Landlord has in its possession. Tenant, at its expense, may obtain a title insurance commitment (the "TITLE COMMITMENT"), having an effective date subsequent to the Effective Date, issued by a reputable title insurance company reasonably acceptable to Tenant's counsel in the amount designated by Tenant committing the title insurer to issue a Leasehold Title Insurance Policy in favor of Tenant ("TITLE POLICY") covering the Premises upon the recording of the Memorandum of Lease, free and clear of all liens, encumbrances, and exceptions whatsoever, except for those approved in writing by Tenant prior to the expiration of the Inspection Period. If Tenant shall have any objection with respect to the status of the title, Tenant shall notify Landlord of such objections within the Inspection Period. In the event the Title Commitment or Survey shall reflect any requirement to be satisfied or any condition which shall render title other than good, marketable and insurable or which shall impair Tenant's prospective desired use(s) for the Premises, Landlord shall be required to exercise diligent efforts to satisfy and/or cure same promptly (including the institution of all necessary suits and proceedings); and if Landlord is unable after the exercise of diligent efforts, as aforesaid, to satisfy and/or cure such requirement or title condition or objection prior to the expiration of the Inspection Period, so as to fully correct any and all of such matters, then, at Tenant's option, the parties hereto shall be relieved of any further liability arising out of or with respect to this Lease, or Tenant, at Tenant's option, may waive such condition. Notwithstanding anything contained in this Section 5.3, Tenant shall not be permitted to object to any of the Schedule B-2 exceptions contained in that certain Leasehold Owner's Policy No. 10 0764 108 00000001, issued by Chicago Title Insurance Company, with an effective date of November 6, 1997 (except the leases referenced therein, which Landlord represents to Tenant either no longer exist or do not affect the Premises). (b) Tenant, at its expense, may obtain a boundary, topographic and/or as-built survey ("SURVEY"). The Survey may show the Premises, adjoining streets and roads, including the points of ingress and egress thereto, and may set forth the exact location by metes and bounds and the exact dimensions of the Land, a legal description and location sketch of the Land, the exact location of any improvements on the Land, all easements on and upon the Land, all rights-of-way relating to the Land, the mean high water mark (▇▇ has ordered a commitment for title insurance (as the same may be updated from time to timeapplicable), collectively the “Title Commitment”) from a nationally recognized title company selected by Acquiror (the “Title Company”) and may order a survey further reflect and certify the actual number of square feet contained within the Land. The Survey may reflect whether or not there are any encroachments (as the same may be updated from time to time, collectively, the “Survey”either way) with respect to the Owned Real PropertyLand. As promptly as practicableIn the event the Survey shows any condition which shall be unacceptable to Tenant, but in any event at least thirty (30) Business Days prior its reasonable judgment, such defects shall constitute title defects subject to the Closing Date, Acquiror shall deliver to MGEX a notice (as the same may be supplemented from time to time, the “Title Objection Notice”) setting forth any objectionable items disclosed on the Title Commitment or the Survey which, in Acquiror’s reasonable discretion, is necessary to cure prior to Closing (each a “Title Objection”) in order for Acquiror to obtain an owner’s and/or lender’s policy of title insurance, with such endorsements as reasonably required by Acquiror or any such lender, with respect to the Owned Real Property in a form reasonably acceptable to Acquiror. MGEX shall use commercially reasonable business efforts to cure each Title Objection, whether by the payment of monies or in a manner otherwise acceptable to Acquiror. If any updates to the Title Commitment or Survey are issued subsequent to the date of the initial Title Commitment and/or Survey and contain exceptions other than those in the initial Title Commitment and/or Survey, Acquiror will be entitled to object to such new exceptions by delivering a notice to MGEX of Title Objections disclosed in such updates and such notice shall constitute a Title Objection Notice and MGEX shall use commercially reasonable business efforts to cure any Title Objections noted therein in accordance with the terms and provisions of this Section. If MGEX fails on or before five (5) Business Days prior to Closing to cure any Title Objection, MGEX shall provide a good faith estimate of the cost to cure the uncured Title Objections (“Title Cure Amount”). MGEX shall cause to be delivered to the Title Company such affidavits, certificates, organizational documents and other instruments, including, but not limited to, affidavits relating to non-imputation (collectively, the “Title Deliverables”), as may be customarily and reasonably required by the Title Company in order for the Title Company to issue an owner’s and/or lender’s policy of title insurance, with such endorsement as reasonably required by Acquiror or any such lender, with respect to the Owned Real Property in a form reasonably acceptable to Acquiror and the Title Companyhereof.

Title/Survey. A(a) For Buyer’s convenience, Seller has (i) attached hereto as Schedule 4(a) a commitment by Fidelity National Title Insurance Company of New York to issue an owner’s policy of title insurance insuring the Real Property (the “Title Commitment”) and (ii) has delivered to Buyer an ALTA survey (the “Survey”) provided with respect to the Real Property entitled “State Street Financial Center – ALTA/ACSM Land Title Survey in Boston, Massachusetts” dated December 17, 2003, prepared by ▇▇▇▇▇▇▇ has ordered a commitment for title insurance (as the same may be updated from time to timeEngineering, collectively the “Title Commitment”) from a nationally recognized title company selected Inc. All matters set forth in or disclosed by Acquiror (the “Title Company”) and may order a survey (as the same may be updated from time to time, collectively, the “Survey”) with respect to the Owned Real Property. As promptly as practicable, but in any event at least thirty (30) Business Days prior to the Closing Date, Acquiror shall deliver to MGEX a notice (as the same may be supplemented from time to time, the “Title Objection Notice”) setting forth any objectionable items disclosed on the Title Commitment or the and Survey which, are deemed approved by Buyer as “Permitted Exceptions” except as otherwise provided in Acquiror’s reasonable discretion, is necessary to cure prior to Closing paragraph 4(d) below. (each a “Title Objection”b) in order for Acquiror to obtain an owner’s and/or lender’s policy of title insurance, with such endorsements as reasonably required by Acquiror or any such lender, with With respect to the Owned Real Property in a form reasonably acceptable to Acquiror. MGEX shall use commercially reasonable business efforts to cure each Title Objection, whether by the payment any continuation of monies or in a manner otherwise acceptable to Acquiror. If any updates to the Title Commitment or Survey are issued obtained by Buyer subsequent to the date of the initial Title Commitment, Buyer shall deliver to Seller, within one (1) business day of receipt of such continuation or update, a copy of such continuation or update together with a written statement by Buyer of any objections to title which have appeared for the first time in such continuation or update and relate to matters first arising after the date of the Title Commitment and/or Survey and contain exceptions other than those in the initial (collectively, a “Title Commitment and/or SurveyObjection”). If any matter is unsatisfactory, Acquiror will be entitled to object to such new exceptions by delivering a notice to MGEX of Title Objections disclosed Buyer must specify in such updates written notice (the “Title Notice”) the reason such matter(s) are not satisfactory and the curative steps necessary to remove the basis for Buyer’s disapproval. The parties shall then have until three (3) business days after the Title Notice (the “Response Date”) to make such notice arrangements or take such steps as they shall constitute a Title Objection Notice and MGEX mutually agree to satisfy Buyer’s objections(s); provided, however, that Seller shall use commercially reasonable business efforts have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to attempt to cure or agree to attempt to cure any Title Objections, and Seller shall not be deemed to have any obligation to attempt to cure any such matters unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Buyer given or entered into on or prior to the Response Date and which recites that it is in response to a Title Notice. Buyer’s sole right with respect to any Title Objections noted therein contained in a Title Notice which Seller has not agreed to satisfactorily resolve shall be to elect on or before the date which is one business day after the Response Date to terminate this Agreement in accordance with Section 5(f) hereof, in which event the terms Deposit, and all interest thereon, shall be returned to Buyer, and neither party shall have any further liability to the other hereunder, except at otherwise provided herein. All Title Objections not included in a Title Notice given by Buyer to Seller or with respect to which a timely Title Notice is given but Seller fails to expressly agree to attempt to cure as provided above shall be deemed approved by Buyer as “Permitted Exceptions” as provided in paragraph (c). (c) At the Closing, Seller shall convey title to the Property to Buyer by Massachusetts statutory quitclaim deed (the “Deed”), duly executed and acknowledged by Seller and in proper form for recording, conveying good and clear record marketable fee simple title to the Real Property to Buyer (or its nominee if specified in written notice from Buyer to Seller delivered at least seven (7) days prior to the Closing), subject to no exceptions other than (i) matters created by or to be assumed by Buyer; (ii) matters specifically set forth in this Agreement, including without limitation the 88 Kingston Easement Agreement, as defined below, if applicable; (iii) zoning, building ordinances and bylaws and provisions of this Section. If MGEX fails existing and future laws, regulations, restrictions, requirements, ordinances, resolutions and orders (including, without limitation, any relating to building, zoning and environmental protection) as to the use, occupancy, subdivision or improvement of the Real Property; (iv) general and special real estate taxes and assessments that are a lien on the date of Closing, but are not yet due and payable; (v) legal roadways and highways; (vi) covenants, conditions, restrictions, agreements and easements of record that do not unreasonably interfere with the use of the Property as currently used; (vii) nonmaterial encroachments over a building setback or before five property line, a prohibited encroachment of a nonmaterial nature over any easement or any other matter which does not materially interfere with the use of the Real Property; (5viii) Business Days interests of tenants in possession; (ix) the leases set forth in the schedule of Tenant Leases attached as Exhibit 1(d) hereto, and any other leases consented to by Buyer in accordance with Section 7(a) below; (x) any state of facts that a personal inspection of the Real Property might disclose; (xi) easements or claims of easements not shown by the public records; (xii) any lien or encumbrance encumbering the Real Property as to which Seller shall deliver to Buyer, or to Buyer’s Title Company at or prior to Closing the Closing, payment sufficient to cure satisfy the obligations secured by such lien or encumbrance (in the case of liens or encumbrances, if any, which secure the payment of money) or proper instruments, in recordable form, which upon recordation will cancel such lien or encumbrance, together with any Title Objection, MGEX shall provide a good faith estimate of other instruments necessary thereto and the cost of recording and canceling the same; (xiii) any lien or encumbrance as to cure the uncured Title Objections (“Title Cure Amount”). MGEX shall cause to be delivered to which the Title Company such affidavitswill insure, certificatesor commit to insure, organizational documents Buyer against loss or forfeiture of title to, or collection from, the Real Property without additional cost to Buyer, whether by payment, bonding, indemnity of Seller or otherwise; and (xiv) the Permitted Exceptions. All of the foregoing exceptions shall be referred to collectively as the “Conditions of Title”. (d) Notwithstanding the foregoing, however, Seller agrees to discharge any mortgage liens and other instruments, including, but not limited to, affidavits relating voluntary encumbrances securing the payment of money due and owing by Seller which currently exist or which may be placed on the Property by Seller at any time up to non-imputation and including the date of Closing (collectively, the “Title DeliverablesMonetary Liens”). (e) By acceptance of the Deed and the Closing of the purchase and sale of the Property, as may be customarily and reasonably required by the Title Company in order (i) Buyer agrees it is assuming for the Title Company to issue an owner’s and/or lender’s policy benefit of title insurance, with such endorsement as reasonably required by Acquiror or any such lender, Seller all of the obligations of Seller with respect to the Owned Real Property in a form reasonably acceptable Conditions of Title from and after the Closing, and (ii) Buyer agrees that Seller shall have conclusively satisfied its obligations with respect to Acquiror and title to the Title CompanyProperty. The provisions of this Section 4 shall survive the Closing.

Title/Survey. A▇a) As of the Effective Date, ▇▇▇▇▇▇ has ordered from the Title Company a commitment for title insurance (as the same may be updated from time to time, collectively the “Title Commitment”) from a nationally recognized title company selected by Acquiror to issue an ALTA Owner’s Policy of Title Insurance in an amount equal to the Purchase Price (the “Title CompanyPolicy”) ). Buyer shall have the right to order and may order obtain, at its expense, a new survey or an update of Seller’s existing survey, if any, of the Property (as the same may be updated from time to time, collectively, the “Survey”). In the event Buyer desires to obtain a Survey, then Buyer shall order same no later than five (5) with respect days after the Effective Date and shall deliver a copy of the Survey to Seller promptly upon receipt from the surveyor. The Survey shall be certified to Seller, Buyer and the Title Company. The Survey shall be in form and substance sufficient to delete the standard survey exception from the Title Policy. Seller shall not be required to remove the standard survey exception from the Title Policy in the event Buyer does not obtain a Survey for the Property. On or before the Closing Date, Seller shall execute and deliver to the Owned Real PropertyTitle Company an affidavit to delete the standard preprinted exception for mechanic’s liens from the Title Policy, substantially in the form of Exhibit “H” (the “Title Affidavit”). As promptly It shall be a condition precedent to ▇▇▇▇▇’s obligation to purchase the Property that the Title Company can and will, on the Closing Date, issue the Title Policy in accordance with the Commitment and subject only to the Permitted Exceptions (as practicablehereinafter defined). b) Buyer shall have the right to object to: (i) any matters disclosed by the Commitment (“Title Objections”), but and (ii) any matters disclosed by a Survey (“Survey Objections”); provided that ▇▇▇▇▇ delivers written notice of any valid Title Objections or Survey Objections on or before the expiration of the Due Diligence Period; otherwise any such objections shall be deemed to be waived. If Buyer delivers in a timely manner written notice of any event at least thirty valid Title Objections and/or Survey Objections (30collectively, “Objections”), then Seller shall within three (3) Business Days business days from receipt of any Objections from Buyer notify Buyer in writing (“Seller’s Response”) whether Seller elects, in Seller’s sole discretion, to: (i) cure any such Objections on or prior to the Closing Date, Acquiror or (ii) not to cure any such Objections. If Seller elects to cure an Objection under the previous sentence and fails to do so by the Closing Date, Buyer shall have the right, as Buyer’s sole remedy, to (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the ▇▇▇▇▇▇▇ Deposit to MGEX Buyer, or (y) waive the Objections and proceed to purchase the Property with such condition of title as Seller is able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. In the event Seller fails to deliver Seller’s Response to Buyer within such three (3) business day period, Seller shall be deemed to have elected not to cure any of the Objections. If Seller’s Response states that Seller elects not to cure any of the Objections on or prior to the Closing Date, or if Seller is deemed to have elected not to cure any of the Objections as set forth above, then within three (3) business days of Buyer’s receipt of Seller’s Response, or three (3) business days after the date Seller is deemed to have elected not to cure any Objections, as applicable, Buyer shall elect to either (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the ▇▇▇▇▇▇▇ Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Property with such condition of title as Seller is able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. If ▇▇▇▇▇ fails to timely make such election, then ▇▇▇▇▇ shall be deemed to have elected to purchase the Property pursuant to the foregoing clause (y). c) If at any time following the expiration of the Due Diligence Period, but prior to Closing, any new matters (other than the deletion, elimination or modification of any item to which Buyer has made an Objection) are first filed of record against the Property and are added to the Commitment (and are not otherwise caused by or result from any action or inaction by Buyer), Buyer shall have the right to object to any such new items appearing on any update to the Commitment by delivery of written notice to Seller within two (as 2) business days of Buyer’s discovery thereof. In the event that Buyer elects to object to any items in accordance with the foregoing, the same may process outlined in Section 3.2(b) above shall apply to any new Objections made by Buyer, and the Closing Date shall be supplemented from automatically extended to provide sufficient time for the objection process outlined above to time, conclude. d) Notwithstanding anything contained in this Agreement to the “Title Objection Notice”) setting forth any objectionable items disclosed on the Title Commitment or the Survey which, in Acquiror’s reasonable discretion, is necessary to cure prior to Closing (each a “Title Objection”) in order for Acquiror to obtain an owner’s and/or lender’s policy of title insurance, with such endorsements as reasonably required by Acquiror or any such lendercontrary, with respect to all matters affecting title to the Owned Real Property in a form reasonably acceptable to Acquiror. MGEX shall use commercially reasonable business efforts to cure each Property, and any liens or encumbrances affecting the Property, Buyer acknowledges and agrees that it is relying upon the Title Objection, whether by the payment of monies or in a manner otherwise acceptable to AcquirorPolicy. If Buyer has a claim under the Title Policy and the subject matter of that claim also constitutes the breach of any updates representation, warranty or covenant made by Seller in this Agreement or the Deed, ▇▇▇▇▇ agrees that it will look first to the Title Commitment or Survey Policy for recovery of such claim, and ▇▇▇▇▇ shall only assert any claim against Seller for recovery of such claim after all remedies available to Buyer under the Title Policy are issued subsequent to exhausted and any recovery from Seller hereunder shall be in excess of remedies received by Buyer under the date Title Policy. This Subsection shall survive Closing and delivery of the initial Title Commitment and/or Survey and contain exceptions other than those in the initial Title Commitment and/or Survey, Acquiror will be entitled to object to such new exceptions by delivering a notice to MGEX of Title Objections disclosed in such updates and such notice shall constitute a Title Objection Notice and MGEX shall use commercially reasonable business efforts to cure any Title Objections noted therein in accordance with the terms and provisions of this Section. If MGEX fails on or before five Deed (5) Business Days prior to Closing to cure any Title Objection, MGEX shall provide a good faith estimate of the cost to cure the uncured Title Objections (“Title Cure Amount”as hereinafter defined). MGEX shall cause to be delivered to the Title Company such affidavits, certificates, organizational documents and other instruments, including, but not limited to, affidavits relating to non-imputation (collectively, the “Title Deliverables”), as may be customarily and reasonably required by the Title Company in order for the Title Company to issue an owner’s and/or lender’s policy of title insurance, with such endorsement as reasonably required by Acquiror or any such lender, with respect to the Owned Real Property in a form reasonably acceptable to Acquiror and the Title Company.

Title/Survey. Aa) As soon as reasonably practicable after the Effective Date, Buyer shall order from the Title Company a commitment (each, a “Commitment”, and collectively, the “Commitments”) to issue an ALTA Owner’s Policy of Title Insurance with respect to each of the Southmont Property, the East Hanover Property and the Stow Property in an amount equal to the Allocated Purchase Price for each respective Property (each, a “Title Policy”, and collectively, the “Title Policies”). Buyer shall have the right to order and obtain, at its expense, a new survey or an update of each Seller’s existing survey, if any, of each Property (each, a “Survey”, and collectively, the “Surveys”). In the event Buyer desires to obtain a Survey, then Buyer shall deliver a copy of each Survey to the applicable Seller in connection with any Survey Objections (as hereinafter defined). Each Survey shall be certified to the applicable Seller, Buyer and the Title Company. On or before the Closing Date, each Seller shall execute and deliver to the Title Company an affidavit to delete the standard preprinted exception for mechanic’s liens from the applicable Title Policy, substantially in the form of Exhibit “H” (the “Title Affidavit”). It shall be a condition precedent to ▇▇▇▇▇’s obligation to purchase the Properties that the Title Company can and will, on the Closing Date, issue the Title Policies in accordance with the Commitments and subject only to the Permitted Exceptions. b) Buyer shall have the right to object to: (i) any matters disclosed by the Commitments (“Title Objections”), and (ii) any matters disclosed by a Survey (“Survey Objections”); provided that Buyer delivers written notice of valid Title Objections or Survey Objections on or before the fifth (5th) business day prior to the expiration of the Due Diligence Period; otherwise any such objections shall be deemed to be waived (provided that Buyer shall not be required to object to any Seller Monetary Liens (as hereinafter defined). If Buyer delivers in a timely manner written notice of any valid Title Objections and/or Survey Objections (collectively, “Objections”), then Sellers shall within three (3) business days from receipt of any Objections from Buyer notify Buyer in writing (“Sellers’ Response”) whether each Seller elects, in such Seller’s sole discretion, to: (i) cure any such Objections on or prior to the Closing Date, or (ii) not to cure any such Objections. If a Seller elected to cure an Objection under this Section and fails to do so by the Closing Date, Buyer shall have the right to (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the ▇▇▇▇▇▇▇ has ordered a commitment for Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Properties with such condition of title insurance (as the same may be updated from time Sellers are able to time, collectively the “Title Commitment”) from a nationally recognized title company selected by Acquiror (the “Title Company”) and may order a survey (as the same may be updated from time to time, collectively, the “Survey”) with respect convey and/or subject to the Owned Real PropertyObjections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. As promptly as practicableIn the event Seller fails to timely deliver Seller’s Response to Buyer within such three (3) business day period, but in Seller shall be deemed to have elected not to cure any event at least thirty (30) Business Days of the Objections. If Seller’s Response states that Seller elects not to cure any of the Objections on or prior to the Closing Date, Acquiror shall deliver or if Seller is deemed to MGEX a notice (as the same may be supplemented from time to time, the “Title Objection Notice”) setting forth any objectionable items disclosed on the Title Commitment or the Survey which, in Acquiror’s reasonable discretion, is necessary to cure prior to Closing (each a “Title Objection”) in order for Acquiror to obtain an owner’s and/or lender’s policy of title insurance, with such endorsements as reasonably required by Acquiror or any such lender, with respect to the Owned Real Property in a form reasonably acceptable to Acquiror. MGEX shall use commercially reasonable business efforts to cure each Title Objection, whether by the payment of monies or in a manner otherwise acceptable to Acquiror. If any updates to the Title Commitment or Survey are issued subsequent to the date of the initial Title Commitment and/or Survey and contain exceptions other than those in the initial Title Commitment and/or Survey, Acquiror will be entitled to object to such new exceptions by delivering a notice to MGEX of Title Objections disclosed in such updates and such notice shall constitute a Title Objection Notice and MGEX shall use commercially reasonable business efforts have elected not to cure any Title of the Objections noted therein in accordance with the terms and provisions of this Section. If MGEX fails on or before as set forth above, then within five (5) Business Days business days of Seller’s Response, Buyer shall elect to either (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the ▇▇▇▇▇▇▇ Deposit to Buyer, or (y) waive the Objections and proceed to purchase the Properties with such condition of title as Sellers are able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the items objected to which were not cured shall be deemed to be acceptable to Buyer. If ▇▇▇▇▇ fails to timely make such election, then ▇▇▇▇▇ shall be deemed to have elected to purchase the Property pursuant to the foregoing clause (y). Notwithstanding anything to the contrary contained in this Section 3.2(b), ▇▇▇▇▇▇▇ and Buyer acknowledge and agree that Buyer’s Objections and Seller’s Responses were provided prior to Closing the Effective Date and that Buyer failed to cure any Title Objection, MGEX shall provide a good faith estimate of the cost timely make its election to cure the uncured Title Objections (“Title Cure Amount”terminate under this Section 3.2(b). MGEX shall cause As such, ▇▇▇▇▇ is deemed to be delivered have elected to purchase the Property pursuant to the Title Company such affidavitsforegoing clause (y). c) Buyer reserves the right to object, certificateson or before the Closing Date, organizational documents and to any new matter shown in an updated Commitment, revised Survey, updated title search, or any other instrumentsnew matter (hereinafter, including, but “New Matter”) of title not limited to, affidavits relating included in the Commitment or not shown on the Survey at the time Buyer delivers Objections to non-imputation (collectivelySeller. For the avoidance of doubt, the “Title Deliverables”)provisions of Section 3.2(b) related to Seller’s Response, as may ▇▇▇▇▇’s response to same and the timing related thereto shall be customarily and reasonably required by the Title Company in order for the Title Company to issue an owner’s and/or lender’s policy of title insurance, with such endorsement as reasonably required by Acquiror or any such lender, applicable with respect to Buyer’s objection to any such New Matter, with the Owned Real Property in a form reasonably acceptable Closing Date to Acquiror and the Title Companybe extended accordingly, if necessary.