Common use of Title to the Real Property Clause in Contracts

Title to the Real Property. (a) As a condition to the Closing, First American Title Insurance Company (in its capacity as title insurer, the “Title Company”) shall have irrevocably committed to insure Purchaser as the fee owner of the Real Property in the amount of the Purchase Price by issuance of an ALTA extended coverage owner’s title insurance policy (the “Owner’s Policy”), subject only to the “Permitted Exceptions” (as hereinafter defined). Purchaser shall satisfy itself prior to the expiration of the Due Diligence Period that the Title Company will be willing to issue the Owner’s Policy and any endorsements required by Purchaser at Closing. The issuance of a CLTA owner’s title insurance policy in the standard form issued by the Title Company in the State of California shall be a condition to Closing for Purchaser’s benefit, it being understood that the issuance of the ALTA extended coverage and endorsements to such policy shall not be such a condition to Closing. Seller shall execute the Title Company’s so-called customary “Owner’s Affidavit” in connection with the issuance of the Owner’s Policy and Purchaser’s requested endorsements. (b) Seller has delivered to Purchaser a copy of a preliminary title report for an owner’s fee title insurance policy or policies with respect to the Real Property (the “Title Commitment”) from the Title Company, together with legible copies of each of the title exceptions noted therein. Purchaser may, at its sole cost and expense, obtain a survey of the Real Property (the “Survey”). If any exceptions(s) to title to the Real Property should appear in the Title Commitment or the Survey other than the “Permitted Exceptions” (as hereinafter defined) (such exception(s) being herein called, collectively, the “Unpermitted Exceptions”), subject to which Purchaser is unwilling to accept title, and Purchaser shall provide Seller with written notice (the “Title Objection Notice”) thereof no later than ten (10) Business Days prior to the expiration of the Due Diligence Period (the “Title Objection Notice Date”), then Seller, in its sole and absolute discretion, may undertake to eliminate the same subject to the terms and conditions of this Section 4.1. Purchaser waives any right Purchaser may have to advance, as objections to title or as grounds for Purchaser’s refusal to close this transaction, any Unpermitted Exception of which Purchaser does not notify Seller before the Title Objection Notice Date unless (i) such Unpermitted Exception was first raised by the Title Company or company retained by Purchaser to provide the Survey (the “Surveyor”) subsequent to the date of the Title Commitment or date of Survey, respectively, and (ii) Purchaser shall notify Seller of the same on or before the later of (A) three (3) Business Days after the Title Company or Surveyor shall notify Purchaser of such Unpermitted Exception and (B) the Title Objection Notice Date (failure to so notify Seller shall be deemed to be a waiver by Purchaser of its right to raise such Unpermitted Exception as an objection to title or as a ground for Purchaser’s refusal to close the transaction contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right, upon written notice to Purchaser at least two (2) Business Days prior to the Scheduled Closing Date, to adjourn the Scheduled Closing Date for up to thirty (30) days, provided that Seller shall notify Purchaser, in writing, no later than five (5) Business Days prior to the expiration of the Due Diligence Period (the “Seller Response Notice Date”), whether or not it will endeavor to eliminate such Unpermitted Exceptions (the “Seller Response”), and if Seller fails to notify Purchaser on or before the Seller Response Notice Date, Seller shall be deemed to have elected not to cure such Unpermitted Exceptions. Notwithstanding the foregoing or anything to the contrary set forth herein, Seller shall not under any circumstance be required or obligated to cause the cure or removal of any Unpermitted Exception including to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception or to arrange for title insurance insuring against enforcement of such Unpermitted Exception against, or collection of the same out of, the Property, notwithstanding that Seller may have attempted to do so, or may have adjourned the Scheduled Closing Date for such purpose; provided, however, Seller shall satisfy (x) any mortgage or deed of trust placed on the Real Property by Seller, (y) all monetary liens, judgment liens, mechanics’ liens or tax liens placed on the Real Property by Seller, and (z) all other exceptions to title and survey matters voluntarily created by Seller on or after the Effective Date without the prior written consent of Purchaser (such consent not to be unreasonably withheld or delayed with respect to such matters created on or before the expiration of the Due Diligence period, and in Purchaser’s sole and absolute discretion thereafter) (collectively, the “Monetary Liens”). (c) If Seller is unable, elects not or is deemed to elect not, to eliminate all Unpermitted Exceptions in accordance with the provisions of this Section 4.1.1 (other than any Monetary Liens or as otherwise set forth in the Seller Response), or to arrange for title insurance or special endorsements, insuring against enforcement of such Unpermitted Exceptions against, or collection of the same out of, the Property, and to convey title to the Real Property in accordance with the terms hereof on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 4.1.1(b)), then Seller shall notify Purchaser that it elects not to remove the same, in which event Purchaser shall have the right, as its sole remedy for such election of Seller, by delivery of written notice to Seller within three (3) Business Days following receipt of notice from Seller of its election not to remove such Unpermitted Exceptions, to either (i) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations), or (ii) accept title to the Real Property subject to such Unpermitted Exception(s) without a reduction in, abatement of, or credit against, the Purchase Price. The failure of Purchaser to deliver timely any written notice of election under this Section 4.1.1(c) shall be conclusively deemed to be an election under clause (ii) above. (d) If, on the Closing Date, there are any liens or encumbrances that Seller is obligated to discharge under this Agreement (including, without limitation, any Monetary Liens), then Seller shall have the right (but not the obligation) to either (i) arrange, at Seller’s cost and expense, for affirmative title insurance or special endorsements insuring against enforcement of such liens or encumbrances against, or collection of the same out of, the Property, without special premium or other cost or expense to Purchaser, or (ii) use any portion of the Purchase Price to pay and discharge the same, either by way of payment or by alternative manner reasonably satisfactory to the Title Company, and the same shall not be deemed to be Unpermitted Exceptions.

Title to the Real Property. (a) As a condition to the ClosingClosing in favor of Purchaser, First American Old Republic Title Insurance Company (in its capacity as title insurer, the “Title Company”) shall have unconditionally and irrevocably (subject, however, to the deliveries at Closing required hereunder) committed to insure Purchaser as the fee owner of the Real Property in the amount of the Purchase Price by issuance of an ALTA extended Form 2006 standard coverage owner’s title insurance policy (collectively, the “Owner’s Policy”)) and in the standard form issued by the Title Company in the State of California, subject only to the “Permitted Exceptions” (as hereinafter defined). It is understood that Purchaser may request a number of endorsements to the Owner’s Policy or extended coverage, however, the issuance of such endorsements or extended coverage shall satisfy itself not be a condition to Closing for Purchaser’s benefit. Purchaser, at its option, shall have the right to require Title Company to obtain a facultative reinsurance agreement from First American Title Company for up to fifty percent (50%) of the Purchase Price. Notwithstanding the foregoing or anything else stated to the contrary herein, if Purchaser delivers to Seller a form of title commitment acceptable to Purchaser prior to the expiration of the Due Diligence Period that does not set forth any requirements inconsistent with the Title Company will be willing to issue the Owner’s Policy and any endorsements required terms of this Agreement or require delivery items by Purchaser at Closing. The issuance of a CLTA owner’s title insurance policy Seller not already expressly set forth in the standard form issued by the Title Company in the State of California this Agreement, then it shall be a condition to Closing for Purchaser’s benefit, it being understood obligation to close that the issuance form of the ALTA extended coverage and endorsements to such policy shall not be such a condition to Closing. Seller shall execute the Title Company’s so-called customary “Owner’s Affidavit” in connection with the issuance of the Owner’s Policy and Purchaser’s requested endorsementsthat shall be delivered to Purchaser as provided in this Section 4.1.1 shall be the form of title policy provided for in such title commitment delivered to Seller, together with all endorsements attached thereto. (b) Seller has delivered to Purchaser Purchaser: (i) a copy of a preliminary title report commitment for an owner’s fee title insurance policy or policies with respect to the Real Property (the “Title Commitment”) from the Title Companyassociated therewith, together with legible copies of each of the title exceptions noted therein. Purchaser may, at its sole cost therein (the “Title Commitment”) from the Title Company and expense, obtain a (ii) an ALTA survey of the Real Property associated therewith to the extent in Seller’s actual possession, with no obligation on the part of Seller to update the same (the “Survey”). If any exceptions(s) The period commencing as of the date hereof and continuing through July 6, 2017 shall be referred to title to the Real Property should appear in the Title Commitment or the Survey other than as the “Permitted Exceptions” Title Review Period”. (as hereinafter definedc) (such exception(s) being herein called, collectively, the “Unpermitted Exceptions”), subject to which Purchaser is unwilling to accept title, and Purchaser shall provide notify Seller with written notice in writing (the “Title Objection Notice”) thereof no later than ten (10) Business Days prior to the expiration of the Due Diligence Title Review Period as to which exceptions to title as shown on the Title Commitment and/or Survey Purchaser objects. If Purchaser fails to notify Seller in writing of its disapproval of any exceptions to title by the expiration of the Title Review Period, Purchaser shall be deemed to have approved the condition of title to the Property. If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall have one (1) Business Day after receipt of the Title Notice to notify Purchaser in writing (the “Title Objection Notice Date”), then Seller, in its sole and absolute discretion, may undertake to eliminate the same subject to the terms and conditions of this Section 4.1. Purchaser waives any right Purchaser may have to advance, as objections to title or as grounds for Purchaser’s refusal to close this transaction, any Unpermitted Exception of which Purchaser does not notify Seller before the Title Objection Notice Date unless (i) such Unpermitted Exception was first raised by the Title Company or company retained by Purchaser to provide the Survey (the “SurveyorResponse Notice”) subsequent to the date of the Title Commitment or date of Survey, respectively, and (iia) Purchaser shall notify that Seller of the same will remove such objectionable exceptions from title on or before the later of Closing, or (Ab) three (3) Business Days after the Title Company or Surveyor shall notify Purchaser of that Seller elects not to cause such Unpermitted Exception and (B) the Title Objection Notice Date (failure to so notify Seller shall be deemed exceptions to be a waiver by Purchaser of its right to raise such Unpermitted Exception as an objection to title or as a ground for Purchaser’s refusal to close the transaction contemplated by this Agreement)removed. Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right, upon written notice to Purchaser at least two (2) Business Days prior to the Scheduled Closing Date, to adjourn the Scheduled Closing Date for up to thirty (30) days, provided that Seller shall notify Purchaser, in writing, no later than five (5) Business Days prior to the expiration of the Due Diligence Period (the “Seller Response Notice Date”), whether or not it will endeavor to eliminate such Unpermitted Exceptions (the “Seller Response”), and if If Seller fails to notify Purchaser on or before the Seller Response Notice Datetimely give such notice to Purchaser, Seller shall be deemed to have elected not given notice to cure such Unpermitted ExceptionsPurchaser under clause (b). Notwithstanding the foregoing or anything to the contrary set forth herein, Seller shall not under have no obligation to remove any circumstance be required or obligated title exceptions to cause the cure or removal of any Unpermitted Exception including to bring any action or proceedingwhich Purchaser objects, to make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception or to arrange for title insurance insuring against enforcement of such Unpermitted Exception against, or collection of the same out of, the Property, notwithstanding that Seller may have attempted to do so, or may have adjourned the Scheduled Closing Date for such purpose; provided, however, that Seller shall satisfy (x) remove, as of the Closing, any mortgage or deed of trust placed on liens, delinquent taxes and mechanics’ and other monetary liens created by or through Seller (and not any third party such as a tenant) that encumber the Real Property by Seller, (y) all monetary liens, judgment liens, mechanics’ liens or tax liens placed on that can be satisfied with the Real Property by Seller, and (z) all other exceptions to title and survey matters voluntarily created by Seller on or after the Effective Date without the prior written consent payment of Purchaser (such consent not to be unreasonably withheld or delayed with respect to such matters created on or before the expiration of the Due Diligence period, and in Purchaser’s sole and absolute discretion thereafter) money (collectively, the “Monetary Liens”). (c) If . The procurement by Seller is unable, elects not or is deemed to elect not, to eliminate all Unpermitted Exceptions in accordance with the provisions of this Section 4.1.1 (other than any Monetary Liens or as otherwise set forth in the Seller Response), or to arrange for title insurance or special endorsements, insuring against enforcement of such Unpermitted Exceptions against, or collection a commitment of the same out of, the Property, and Title Company for Purchaser’s Title Policy removing any title exception which was disapproved pursuant to convey title to the Real Property in accordance with the terms hereof on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 4.1.1(b)), then Seller shall notify Purchaser that it elects not to remove the same, in which event Purchaser shall have the right, as its sole remedy for such election of Seller, by delivery of written notice to Seller within three (3) Business Days following receipt of notice from Seller of its election not to remove such Unpermitted Exceptions, to either (i) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations), or (ii) accept title to the Real Property subject to such Unpermitted Exception(s) without a reduction in, abatement of, or credit against, the Purchase Price. The failure of Purchaser to deliver timely any written notice of election under this Section 4.1.1(c) shall be conclusively deemed a cure by Seller of such disapproval. If Seller gives or is deemed to be an election have given Purchaser notice under clause (iib) above and Purchaser subsequently delivers an Approval Notice, Purchaser shall be deemed to have agreed to take title subject to any matters the Seller has elected (or is deemed to have elected) that Seller will not remove in clause (b) above. (d) If, on the Closing Date, there are any liens or encumbrances that Seller is obligated to discharge under this Agreement (including, without limitation, any Monetary Liens), then Seller shall have the right (but not the obligation) to either (i) arrange, at Seller’s cost and expense, for affirmative title insurance or special endorsements insuring against enforcement of such liens or encumbrances against, or collection of the same out of, the Property, without special premium or other cost or expense to Purchaser, or (ii) use any portion of the Purchase Price to pay and discharge the same, either by way of payment or by alternative manner reasonably satisfactory to the Title Company, and the same shall not be deemed to be Unpermitted Exceptions.

Title to the Real Property. (a) As a condition to the Closing, First American Title Insurance Company (in its capacity as title insurer, the “Title Company”) shall have irrevocably committed to insure Purchaser as the fee owner of the Real Property in the amount of the Purchase Price by issuance of an ALTA extended coverage owner’s title insurance policy (the “Owner’s Policy”), subject only to the “Permitted Exceptions” (as hereinafter defined). Purchaser shall satisfy itself prior to the expiration of the Due Diligence Period Buyer acknowledges that the Title Company will be willing to issue the Owner’s Policy and any endorsements required by Purchaser at Closing. The issuance of a CLTA owner’s title insurance policy in the standard form issued by the Title Company in the State of California shall be a condition to Closing for Purchaser’s benefit, it being understood that the issuance of the ALTA extended coverage and endorsements to such policy shall not be such a condition to Closing. Seller shall execute the Title Company’s so-called customary “Owner’s Affidavit” in connection with the issuance of the Owner’s Policy and Purchaser’s requested endorsements. (b) Seller has delivered provided to Purchaser a copy of a preliminary title report for an owner’s fee title insurance policy or policies with respect to the Real Property Buyer that certain Preliminary Report dated September 24, 2020, Order No. NCS-1032303 (the “Title CommitmentReport”) from ), prepared by the Title Company, together with legible copies of each of all title exception documents shown on the Title Report. Seller shall convey title exceptions noted therein. Purchaser may, at its sole cost to the Property to Buyer by a duly executed and expense, obtain a survey of the Real Property acknowledged Special Warranty Deed (the “SurveyDeed”). If any exceptions(s) to title in the form attached hereto as Exhibit B, subject to the Real Property should appear in the Title Commitment or the Survey other than following (the “Permitted Exceptions”): (a) all matters affecting title shown in the Title Report other than Required Removal Exceptions, (b) matters which would be shown on an accurate ALTA survey of the Property or by a physical inspection of the Property, (c) taxes and assessments which are not yet due and payable as of the Closing Date, and (d) any other matters created, permitted or approved by Buyer. “Required Removal Exceptions” (as hereinafter defined) (such exception(s) being herein calledshall mean, collectively, the “Unpermitted Exceptions”), subject to which Purchaser is unwilling to accept title, and Purchaser shall provide Seller with written notice (the “Title Objection Notice”) thereof no later than ten (10) Business Days prior to the expiration of the Due Diligence Period (the “Title Objection Notice Date”), then Seller, in its sole and absolute discretion, may undertake to eliminate the same subject to the terms and conditions of this Section 4.1. Purchaser waives any right Purchaser may have to advance, as objections to title or as grounds for Purchaser’s refusal to close this transaction, any Unpermitted Exception of which Purchaser does not notify Seller before the Title Objection Notice Date unless (i) such Unpermitted Exception was first raised by the Title Company or company retained by Purchaser to provide the Survey (the “Surveyor”) subsequent to the date of the Title Commitment or date of Survey, respectively, and (ii) Purchaser shall notify Seller of the same on or before the later of following: (A) three any voluntary liens entered into by Seller and evidencing monetary encumbrances (3) Business Days after the Title Company other than liens for real estate taxes or Surveyor shall notify Purchaser of such Unpermitted Exception assessments not yet due and (B) the Title Objection Notice Date (failure to so notify Seller payable, which shall be deemed to be a waiver by Purchaser of its right to raise such Unpermitted Exception as an objection to title or as a ground for Purchaser’s refusal to close the transaction contemplated by prorated in accordance with this Agreement). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right, upon written notice to Purchaser at least two (2) Business Days prior to the Scheduled Closing Date, to adjourn the Scheduled Closing Date for up to thirty (30) days, provided that Seller shall notify Purchaser, in writing, no later than five (5) Business Days prior to the expiration of the Due Diligence Period (the “Seller Response Notice Date”), whether or not it will endeavor to eliminate such Unpermitted Exceptions (the “Seller Response”), and if Seller fails to notify Purchaser on or before the Seller Response Notice Date, Seller shall be deemed to have elected not to cure such Unpermitted Exceptions. Notwithstanding the foregoing or anything to the contrary set forth herein, Seller shall not under any circumstance be required or obligated to cause the cure or removal of any Unpermitted Exception including to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception or to arrange for title insurance insuring against enforcement of such Unpermitted Exception against, or collection of the same out of, the Property, notwithstanding that Seller may have attempted to do so, or may have adjourned the Scheduled Closing Date for such purpose; provided, however, Seller shall satisfy (x) any mortgage or deed of trust placed on the Real Property by Seller, (y) all monetary liens, judgment liens, mechanics’ liens or tax liens placed on the Real Property by Seller, and (z) all other exceptions to title and survey matters voluntarily created by Seller on or after the Effective Date without the prior written consent of Purchaser (such consent not to be unreasonably withheld or delayed with respect to such matters created on or before the expiration of the Due Diligence period, and in Purchaser’s sole and absolute discretion thereafter) (collectively, the “Monetary Liens”). ; or (cB) any and all liens or encumbrances (excluding Monetary Liens) entered into by Seller after the Agreement Date in violation of this Agreement. If Seller this Agreement is unable, elects not or is deemed to elect not, to eliminate all Unpermitted Exceptions terminated by Buyer in accordance with the provisions of this Section 4.1.1 (other than any Monetary Liens hereof, Seller shall, at Closing, remove or as otherwise set forth in the Seller Response), or to arrange for title insurance or special endorsements, insuring against enforcement of such Unpermitted Exceptions against, or collection of the same out of, the Property, and to convey title to the Real Property in accordance with the terms hereof on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 4.1.1(b)), then Seller shall notify Purchaser that it elects not to remove the same, in which event Purchaser shall have the right, as its sole remedy for such election of Seller, by delivery of written notice to Seller within three (3) Business Days following receipt of notice from Seller of its election not to remove such Unpermitted Exceptions, to either (i) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations), or (ii) accept title to the Real Property subject to such Unpermitted Exception(s) without a reduction in, abatement of, or credit against, the Purchase Price. The failure of Purchaser to deliver timely any written notice of election under this Section 4.1.1(c) shall be conclusively deemed cause to be an election under clause (ii) above. (d) If, on the Closing Date, there are removed any liens or encumbrances that Required Removal Exceptions. Seller is obligated to discharge under this Agreement (including, without limitation, any Monetary Liens), then Seller shall have the right (but not the obligation) to either (i) arrange, at Seller’s cost and expense, for affirmative title insurance or special endorsements insuring against enforcement of such liens or encumbrances against, or collection of the same out of, the Property, without special premium or other cost or expense to Purchaser, or (ii) may use any portion of the Purchase Price to pay and discharge satisfy any Required Removal Exceptions that exist as of the sameClosing Date, either by way of provided such payment or by alternative manner reasonably satisfactory to causes the Title Company, Company to remove the same at Closing. Buyer’s acceptance of the Deed from Seller for the Property at the Closing on the Closing Date and the same issuance of the Title Policy (as hereinafter defined) to Buyer by the Title Company on the Closing Date shall not be deemed conclusively establish that Seller conveyed the Property to be Unpermitted ExceptionsBuyer as required by this Agreement.

Title to the Real Property. (a) As a condition to the Closing, First American Title Insurance Company (in its capacity Effective as title insurer, the “Title Company”) shall have irrevocably committed to insure Purchaser as the fee owner of the Real Property in Closing Date, but conditioned upon Closing and the amount payment of the Purchase Price by issuance of an ALTA extended coverage owner’s title insurance policy (the “Owner’s Policy”)premium, subject only to the “Permitted Exceptions” (as hereinafter defined). Purchaser Escrow Agent shall satisfy itself prior to the expiration of the Due Diligence Period that the cause Title Company will be willing Insurer to issue the Owner’s Policy and any endorsements required by Purchaser at Closing. The issuance of a CLTA owner’s title insurance policy in the standard form issued by the Title Company in the State of California shall be a condition to Closing for Purchaser’s benefit, it being understood that the issuance of the ALTA extended coverage and endorsements to such policy shall not be such a condition to Closing. Seller shall execute the Title Company’s so-called customary “Owner’s Affidavit” in connection with the issuance of the Owner’s Policy and Purchaser’s requested endorsements. (b) Seller has delivered to Purchaser a copy of a preliminary title report for an owner’s fee title insurance policy or policies with respect to the Real Property Property, Title Insurer’s ALTA Owner’s Policy of Title Insurance (standard coverage) (the “Title CommitmentPolicy”) from with respect to the Real Property, with the liability under the Title CompanyPolicy being equal to the Purchase Price, together insuring the fee title in the Real Property as vested in Purchaser subject only to the following matters affecting title (“Permitted Exceptions”): (a) All real estate taxes, general and special property taxes and assessments for the current year of assessment (which shall be subject to adjustment pursuant to Section 5.5.1.1), and all amounts payable under all improvement and assessment bonds for the period from and after Closing; (b) All Liens, Encumbrances and any other exceptions to title as referenced in the Title Commitment, except Liens and Encumbrances which Seller has agreed to or is required to remove at or prior to Closing pursuant to the provisions of this Article IV; (c) Any items deemed to be Permitted Exceptions pursuant to Section 4.6; (d) Laws now or hereafter in effect so far as these affect the Real Property or any part thereof, including zoning ordinances (and amendments and additions relating thereto) and the Americans with legible copies Disabilities Act of each 1990, as amended, and any and all other Laws, known or unknown, relating to the Property, or its condition, use, value or operation; (e) Any Liens, Encumbrances or other exceptions to title created by or through Purchaser or its agents, employees and/or contractors, including any that arise by reason of the title entry on the Real Property by Purchaser or any Purchaser’s Representative; (f) All standard exceptions noted therein. Purchaser mayand exclusions contained in the Title Policy not customarily removed upon receipt by Title Insurer of Seller’s Affidavit; (g) Any matter shown on the Survey which does not prevent, at its sole cost and expense, obtain a survey restrict or impair in any material respect the use of the Real Property (the “Survey”). If any exceptions(s) to title to the Real Property should appear in the Title Commitment or the Survey other than the “Permitted Exceptions” (as hereinafter defined) (such exception(s) presently being herein called, collectively, the “Unpermitted Exceptions”), subject used and as to which Purchaser is unwilling to accept title, and Purchaser shall provide Seller with written notice (the “Title Objection Notice”) thereof no later than ten (10) Business Days prior to the expiration of has not objected during the Due Diligence Period Period. Specific matters of the Survey which are not otherwise recorded shall not appear as Permitted Exceptions in the Deed; (h) The rights of Tenant under the “Title Objection Notice Date”), then Seller, in its sole and absolute discretion, may undertake to eliminate the same subject to the terms and conditions of this Section 4.1. Purchaser waives any right Purchaser may have to advance, as objections to title or as grounds for Purchaser’s refusal to close this transaction, any Unpermitted Exception of which Purchaser does not notify Seller before the Title Objection Notice Date unless Lease; and (i) such Unpermitted Exception was first raised by the Title Company or company retained by Purchaser to provide the Survey (the “Surveyor”) subsequent Any exceptions that cannot be deleted due to the date operation of the Title Commitment Law or date of Surveyrules promulgated pursuant thereto. In addition, respectively, and (ii) Purchaser shall notify Seller of the same on or before the later of (A) three (3) Business Days after the Title Company or Surveyor shall notify Purchaser of such Unpermitted Exception and (B) the Title Objection Notice Date (failure to so notify Seller shall be deemed to be a waiver by Purchaser of its right to raise such Unpermitted Exception as an objection to title or as a ground for Purchaser’s refusal to close the transaction contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right, upon written notice right to Purchaser at least two (2) Business Days prior obtain from Title Insurer such endorsements to the Scheduled Closing Date, Title Policy and/or such additional liability protection as Purchaser may elect to adjourn the Scheduled Closing Date for up to thirty (30) days, provided that Seller shall notify Purchaser, in writing, no later than five (5) Business Days prior to the expiration of the Due Diligence Period (the “Seller Response Notice Date”), whether or not it will endeavor to eliminate such Unpermitted Exceptions (the “Seller Response”), and if Seller fails to notify Purchaser on or before the Seller Response Notice Date, Seller shall be deemed to have elected not to cure such Unpermitted Exceptions. Notwithstanding the foregoing or anything to the contrary set forth herein, Seller shall not under any circumstance be required or obligated to cause the cure or removal of any Unpermitted Exception including to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception or to arrange for title insurance insuring against enforcement of such Unpermitted Exception against, or collection of the same out of, the Property, notwithstanding that Seller may have attempted to do so, or may have adjourned the Scheduled Closing Date for such purposeobtain; provided, however, Seller that Purchaser’s ability to obtain such title endorsements and/or such additional liability protection shall satisfy (x) any mortgage not be a condition precedent to Purchaser’s obligations hereunder and shall not extend or deed of trust placed on delay Closing. Purchaser shall be solely responsible for negotiating with Title Insurer with respect to the Real Property by Seller, (y) all monetary liens, judgment liens, mechanics’ liens or tax liens placed on the Real Property by Seller, and (z) all other exceptions to title and survey matters voluntarily created by Seller on or after the Effective Date without the prior written consent of Purchaser (such consent not to be unreasonably withheld or delayed Title Policy and/or with respect to such matters created on or before the expiration of the Due Diligence period, and in Purchaser’s sole and absolute discretion thereafter) (collectively, the “Monetary Liens”). (c) If Seller is unable, elects not or is deemed to elect not, to eliminate all Unpermitted Exceptions in accordance with the provisions of this Section 4.1.1 (other than any Monetary Liens or title endorsements and/or such additional liability protection as otherwise set forth in the Seller Response), or to arrange for title insurance or special endorsements, insuring against enforcement of such Unpermitted Exceptions against, or collection of the same out of, the Property, and to convey title to the Real Property in accordance with the terms hereof on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 4.1.1(b)), then Seller shall notify Purchaser that it elects not to remove the same, in which event Purchaser shall have the right, as its sole remedy for such election of Seller, may be requested by delivery of written notice to Seller within three (3) Business Days following receipt of notice from Seller of its election not to remove such Unpermitted Exceptions, to either (i) terminate this Agreement by written notice delivered to Seller (in which event Escrowee shall return the Deposit to Purchaser and no party hereto shall have any further obligations in connection herewith except for the Surviving Obligations), or (ii) accept title to the Real Property subject to such Unpermitted Exception(s) without a reduction in, abatement of, or credit against, the Purchase Price. The failure of Purchaser to deliver timely any written notice of election under this Section 4.1.1(c) shall be conclusively deemed to be an election under clause (ii) above. (d) If, on the Closing Date, there are any liens or encumbrances that Seller is obligated to discharge under this Agreement (including, without limitation, any Monetary Liens), then Seller shall have the right (but not the obligation) to either (i) arrange, at Seller’s cost and expense, for affirmative title insurance or special endorsements insuring against enforcement of such liens or encumbrances against, or collection of the same out of, the Property, without special premium or other cost or expense to Purchaser, or (ii) use any portion of the Purchase Price to pay and discharge the same, either by way of payment or by alternative manner reasonably satisfactory to the Title Company, and the same shall not be deemed to be Unpermitted Exceptionsif any.