COMMITMENTS FOR TITLE INSURANCE. Partner Company Stockholder shall cause to be delivered to Founder not more than thirty (30) days after the date of this Agreement, a Title Commitment and Survey with respect to each parcel of Real Estate, each of which shall contain all items, coverages and endorsements specified in the definitions of such terms set forth above in this Agreement. Each such Title Commitment and Survey shall be updated by Partner Company Stockholder to a date that is no earlier than thirty (30) business days prior to the Closing Date, and Partner Company Stockholder shall cause all such updated Surveys and Title Commitments to be delivered to Founder no later than twenty-five (25) business days prior to the Closing Date. Within two (2) business days after Founder learns of the same, Founder shall have the right to notify (“Title Objection Notice”) Partner Company Stockholder of its objection to title exceptions and/or survey matters which: (i) arise after the execution date of this Agreement but prior to the Closing Date, (ii) do not constitute Permitted Exceptions and (iii) adversely affect in any material respect the use and operation of the property as it is currently used in the business of any of the Partner Companies (collectively “valid title/survey objections”). Upon receipt of any such Title Objection Notice from Founder, Partner Company Stockholder shall have the right, but not the obligation, to cure the valid title/survey objection(s), provided, Partner Company Stockholder shall have an affirmative obligation to cure any valid title/survey objection which can be cured with the payment of money, not to exceed $50,000.00. Partner Company Stockholder shall promptly, but in no event later than five (5) days after Partner Company Stockholder’s receipt of a Title Objection Notice, notify Founder in writing of Partner Company Stockholder’s election to cure or not to cure such valid title/survey objection(s). If Partner Company Stockholder elects to cure the valid title/survey objections on or before the Closing Date, then (subject to satisfaction or waiver of the conditions contained in Article VII and Article VIII) the Closing shall occur on the Closing Date without any reduction in or abatement of the Purchase Price to Partner Company Stockholder. It is acknowledged and agreed that Partner Company Stockholder shall be deemed to have cured a valid title/survey objection if Partner Company Stockholder obtains the commitment of the Title Company to insure or endorse over such valid title/survey objection and pays all premiums for such insurance or endorsement over the valid title/survey objection (to the extent charged by the Title Company). If Partner Company Stockholder (i) fails to notify Founder in writing of Partner Company Stockholder’s election to cure or not to cure any valid title/survey objection within the time prescribed above, (ii) fails to cure a valid title/survey objection which Partner Company Stockholder has elected to cure on or before the later of the Closing Date, or (iii) elects by notice at any time not to cure any valid title/survey objection, then Founder shall have the right, but not the obligation, to complete the transactions contemplated hereby in accordance with this Agreement without reduction in or abatement of the Purchase Price to Partner Company Stockholder. At Closing, Partner Company Stockholder shall cause the Title Company to issue the Title Policies (including all coverages and endorsements required under this Agreement) to Founder.
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COMMITMENTS FOR TITLE INSURANCE. Partner Company Stockholder Seller shall cause to be delivered to Founder Buyer not more than thirty (30) days after the date of this Agreement, a Title Commitment and Survey with respect to each parcel of Real EstateProperty, each of which shall contain all items, coverages and endorsements specified in the definitions of such terms set forth above in this Agreement. Each such Title Commitment and Survey shall be updated by Partner Company Stockholder Seller to a date that is no earlier than thirty twenty (3020) business days prior to the Closing Date, and Partner Company Stockholder no later than ten (10) business days prior to the Closing Date, and Seller shall cause all such updated Surveys and Title Commitments to be delivered to Founder Buyer no later than twenty-five ten (2510) business days prior to the Closing Date. Within two five (25) business days after Founder Buyer learns of the samesame (but not later than the Closing Date (as the same may be extended pursuant to the express provisions of this Agreement)), Founder Buyer shall have the right to notify (“"Title ----- Objection Notice”") Partner Company Stockholder Seller of its objection to title exceptions and/or survey ---------------- matters which: (i) arise after the execution date of this Agreement but prior to the Closing Date, (ii) do not constitute Permitted Exceptions and (iii) adversely affect in any material respect the use and operation of the property as it is currently used in the business of any of the Partner Companies (collectively “"valid title/survey objections”"). ----------------------------- Upon receipt of any such Title Objection Notice from FounderBuyer, Partner Company Stockholder Seller shall have the right, but not the obligation, to cure the valid title/survey objection(s) and to adjourn the Closing to a date specified by Seller upon five (5) days' notice to Buyer but not beyond the date which is thirty (30) days after the then scheduled Closing Date ("Adjourned Date"), provided, Partner Company Stockholder -------------- Seller shall have an affirmative obligation to cure any valid title/survey objection which can be cured with the payment of money, not to exceed $50,000.00250,000.00. Partner Company Stockholder Seller shall promptly, but in no event later than five (5) days after Partner Company Stockholder’s Seller's receipt of a Title Objection Notice, notify Founder Buyer in writing of Partner Company Stockholder’s Seller's election to cure (and, as applicable, to adjourn the Closing) or not to cure such valid title/survey objection(s). If Partner Company Stockholder Seller elects to cure adjourn the Closing and cures the valid title/survey objections on or before the Closing Adjourned Date, then (subject to satisfaction or waiver of the conditions contained in Article VII and Article VIIIVI) the Closing shall occur on such ---------- Adjourned Date specified by Seller in accordance with the Closing Date provisions of this Agreement without any reduction in or abatement of the Purchase Price to Partner Company StockholderSeller. It is acknowledged and agreed that Partner Company Stockholder Seller shall be deemed to have cured a valid title/survey objection if Partner Company Stockholder Seller obtains the commitment of the Title Company to insure or endorse over such valid title/survey objection and pays all premiums for such insurance or endorsement over the valid title/survey objection (to the extent charged by the Title Company). If Partner Company Stockholder Seller (iI) fails to notify Founder Buyer in writing of Partner Company Stockholder’s Seller's election to cure or not to cure any valid title/survey objection within the time prescribed above, (iiII) fails to cure a valid title/survey objection which Partner Company Stockholder Seller has elected to cure on or before the later of the Closing Date and the Adjourned Date, or (iiiIII) elects by notice at any time not to cure any valid title/survey objection, then Founder Buyer shall have the rightright to either (i) in the event such valid title/survey objection has a material and adverse affect of the use and operation of such property, but not the obligation, terminate this Agreement by written notice delivered to Seller or (ii) complete the transactions contemplated hereby in accordance with this Agreement without reduction in or abatement of the Purchase Price to Partner Company StockholderSeller; provided, however, that this -------- ------- shall not relieve Buyer of any of its obligations hereunder. At Closing, Partner Company Stockholder Seller shall cause the Title Company to issue the Title Policies (including all coverages and endorsements required under this Agreement) to FounderBuyer.
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