Common use of Exceptions to Title Clause in Contracts

Exceptions to Title. (a) Within sixty (60) days of the date hereof, Purchaser shall cause a title company to issue to Purchaser a title report. Within thirty (30) days thereafter, Purchaser shall examine title to the Premises and issue to Seller the list of permitted encumbrances (collectively "Permitted Encumbrances"). Within ten (10) days receipt of such list, Seller shall notify Purchaser if it accepts such Permitted Encumbrances. If Seller accepts such Permitted Encumbrances, then title to the Premises shall be conveyed to Purchaser subject only to such Permitted Encumbrances. If Seller rejects such Permitted Encumbrances, Seller shall indicate to Purchaser within ten (10) days receipt of Purchaser's notice of the permitted encumbrances all changes that are acceptable to Seller. Thereafter, Purchaser shall have twenty (20) days to either accept the amended Permitted Encumbrances or terminate this Agreement, in which case, notwithstanding anything to the contrary in this Agreement, the Deposit, the Payments and all monies paid by Purchaser to Seller on account of this Agreement, if any, shall be refunded to Purchaser. (b) After the date of this Agreement, Seller shall not further encumber the Premises with any mortgage or encumbrance, the amount of which, when aggregated with all other mortgages, judgments and other monetary liens affecting the Premises,including any projected clean-up costs payable by Seller, would exceed seventy-five (75%) of the Purchase Price of the Premises, nor shall Seller enter into any agreement which creates exceptions to marketable title. If examination of title to the Premises shall reveal one or more defects, encumbrances or other exceptions to marketable title which are not Permitted Encumbrances, Seller shall cause same to be removed on or before the Closing Date. Seller shall take whatever actions are necessary, including, without limitation, payment of money, to deliver to Purchaser good, marketable title to the Premises, subject only to the Permitted Encumbrances. Anything in this Agreement to the contrary notwithstanding, if the examination of title shall reveal an encumbrance or other exception to marketable title which can be cured by the payment or deposit with a Court of money only (such as a mortgage, mechanics lien, writ of attachment or judgment) ("Monetary Encumbrance") and Seller does not cure such Monetary Encumbrance at or prior to the Closing, Purchaser shall have the right to cure the title exception by deducting the amount required to cure same from the balance of the Purchase Price due on Closing. (c) If Seller shall be unable to convey title to the Premises in accordance with the provisions of this Agreement, Purchaser, at its option, may either (i) accept such title as Seller can convey without any reduction in the Purchase Price or (ii) terminate this Agreement, in which event, notwithstanding anything to the contrary in this Agreement, Seller shall immediately refund to Purchaser all monies (including, without limitation, the Deposit and the Payments) paid to Seller on account of this Agreement and the costs of the survey and title searches. Upon making such refund, neither party hereto shall have any further rights, obligations or liabilities under this Agreement.

Exceptions to Title. Buyer shall be obligated to accept title to the Fee Properties subject only to the following exceptions to title (collectively, the "PERMITTED EXCEPTIONS"): (a) Within sixty (60) days of the date hereof, Purchaser shall cause a title company to issue to Purchaser a title report. Within thirty (30) days thereafter, Purchaser shall examine title to the Premises real estate taxes and issue to Seller the list of permitted encumbrances (collectively "Permitted Encumbrances"). Within ten (10) days receipt of such list, Seller shall notify Purchaser if it accepts such Permitted Encumbrances. If Seller accepts such Permitted Encumbrances, assessments not then title to the Premises shall be conveyed to Purchaser subject only to such Permitted Encumbrances. If Seller rejects such Permitted Encumbrances, Seller shall indicate to Purchaser within ten (10) days receipt of Purchaser's notice of the permitted encumbrances all changes that are acceptable to Seller. Thereafter, Purchaser shall have twenty (20) days to either accept the amended Permitted Encumbrances or terminate this Agreement, in which case, notwithstanding anything to the contrary in this Agreement, the Deposit, the Payments and all monies paid by Purchaser to Seller on account of this Agreement, if any, shall be refunded to Purchaser. delinquent; (b) After the date lien of this Agreement, Seller shall not further encumber the Premises supplemental taxes assessed with any mortgage or encumbrance, the amount of which, when aggregated with all other mortgages, judgments and other monetary liens affecting the Premises,including any projected clean-up costs payable by Seller, would exceed seventy-five (75%) of the Purchase Price of the Premises, nor shall Seller enter into any agreement which creates exceptions respect to marketable title. If examination of title to the Premises shall reveal one or more defects, encumbrances or other exceptions to marketable title which are not Permitted Encumbrances, Seller shall cause same to be removed matters occurring on or before after the Closing Date. Seller shall take whatever actions ; (c) the printed exceptions which appear in the Owner's Title Policies issued by the Title Company; (d) all Title and Survey Matters approved or deemed approved by Buyer pursuant to this Agreement; and (e) any matters affecting the Fee Properties which are necessarycreated by or with the consent of Buyer, including, without limitation, payment any matters relating to entitlements sought by Buyer prior to the Closing. Conclusive evidence of moneythe availability of such title shall be the irrevocable commitment of the Title Company to issue to Buyer on the Closing Date an ALTA policy of title insurance for each of the Fee Properties ("OWNER'S TITLE POLICIES") in the amount of the Purchase Price allocated to the applicable Fee Property in Section 2.1, to deliver to Purchaser goodrespective, marketable which Owner's Title Policies shall reflect that title to the PremisesNewark Property and the Utica Property is vested of record in Buyer, subject only to the Permitted EncumbrancesExceptions. Anything in this Agreement In the event that Buyer desires any endorsements to the Owner's Title Policies, Buyer shall separately negotiate such endorsements with the Title Company and notwithstanding anything else to the contrary notwithstandingherein, if Buyer's obligations under this Agreement shall not be conditioned or contingent on Buyer obtaining the examination issuance of title shall reveal an encumbrance or other exception to marketable title which can be cured by the payment or deposit with a Court of money only (any such as a mortgageendorsements, mechanics lien, writ of attachment or judgment) ("Monetary Encumbrance") and Seller does not cure such Monetary Encumbrance at or prior to the Closing, Purchaser shall have the right to cure the title exception by deducting the amount required to cure same from the balance of the Purchase Price due on Closing. (c) If Seller shall be unable to convey title to the Premises in accordance with the provisions of this Agreement, Purchaser, at its option, may either (i) accept such title as Seller can convey without any reduction in the Purchase Price or (ii) terminate this Agreement, in which event, notwithstanding anything to the contrary in this Agreement, Seller shall immediately refund to Purchaser all monies (including, without limitation, the Deposit and the Payments) paid Closing shall not be delayed for Buyer's failure to Seller on account obtain the issuance of this Agreement and the costs of the survey and title searches. Upon making any such refund, neither party hereto shall have any further rights, obligations or liabilities under this Agreementendorsements.

Exceptions to Title. At the Closing, it shall be a condition precedent to Buyer’s obligations hereunder that each Seller shall convey fee simple title to its Property to Buyer free and clear of all liens, easements, restrictions and other encumbrances; provided Buyer shall be obligated to accept title to each Property, subject to the following exceptions to title (the “Permitted Exceptions”): (a) Within sixty (60) days of the date hereof, Purchaser shall cause a title company to issue to Purchaser a title report. Within thirty (30) days thereafter, Purchaser shall examine title to the Premises Real estate taxes and issue to Seller the list of permitted encumbrances (collectively "Permitted Encumbrances"). Within ten (10) days receipt of such list, Seller shall notify Purchaser if it accepts such Permitted Encumbrances. If Seller accepts such Permitted Encumbrances, then title to the Premises shall be conveyed to Purchaser subject only to such Permitted Encumbrances. If Seller rejects such Permitted Encumbrances, Seller shall indicate to Purchaser within ten (10) days receipt of Purchaser's notice of the permitted encumbrances all changes that are acceptable to Seller. Thereafter, Purchaser shall have twenty (20) days to either accept the amended Permitted Encumbrances or terminate this Agreement, in which case, notwithstanding anything to the contrary in this Agreement, the Deposit, the Payments assessments not yet due and all monies paid by Purchaser to Seller on account of this Agreement, if any, shall be refunded to Purchaser.payable; (b) After The printed exceptions which appear in the date standard form owner’s policy of this Agreementtitle insurance issued by Title Company in the State of California for those Hotels located in such State and in the State of Washington for those Hotels located in such State (other than any exceptions for unfiled mechanics’ liens, Seller shall not further encumber the Premises with any mortgage or encumbrancerights of parties in possession, the amount of whichgeneral survey matters, when aggregated with all other mortgages, judgments unrecorded interests and other monetary liens affecting the Premises,including any projected clean-up costs payable by Seller, would exceed seventy-five (75%) of the Purchase Price of the Premises, nor shall Seller enter into any agreement which creates exceptions to marketable title. If examination of title to the Premises shall reveal one or more defects, encumbrances or other exceptions to marketable title matters which are not Permitted Encumbrances, Seller shall cause same to be customarily removed on or before the Closing Date. Seller shall take whatever actions are necessary, including, without limitation, payment of money, to deliver to Purchaser good, marketable title to the Premises, subject only to the Permitted Encumbrances. Anything in this Agreement to the contrary notwithstanding, if the examination of title shall reveal an encumbrance or other exception to marketable title which can be cured by the payment Title Company upon receipt of an owner’s affidavit (solely in the form of Exhibit ”D”), or deposit with a Court current plat of money only (such as a mortgage, mechanics lien, writ of attachment or judgment) ("Monetary Encumbrance") and Seller does not cure such Monetary Encumbrance at or prior survey delivered by Buyer to the Closing, Purchaser shall have the right to cure the title exception by deducting the amount required to cure same from the balance of the Purchase Price due on Closing.Title Company; (c) If Seller All building, signage and zoning ordinances, laws, regulations and restrictions by any municipal and other governmental authority; and (d) Such other title or survey exceptions as may be approved (or deemed approved) by Buyer pursuant to the above provisions of this Section 4.1 or otherwise expressly permitted under this Agreement. Conclusive evidence of the availability of such title shall be unable the willingness of Title Company to convey issue to Buyer on the Closing Date an owner’s title insurance policy (each, an “Owner’s Policy“, and collectively, the “Owner’s Policies“) in the standard form issued in the State of California or the State of Washington, as applicable, based on the location of each Hotel, in the face amount of the Purchase Price, which title policy shall show (i) title to the Premises Land and Improvements for each Property to be vested of record in accordance with the provisions of this AgreementBuyer, Purchaser, at its option, may either (i) accept such title as Seller can convey without any reduction in the Purchase Price or and (ii) terminate this Agreementthe Permitted Exceptions to be the only exceptions to title for each Property. Notwithstanding the foregoing, Sellers shall convey the Properties to Buyer through the form of grant deed attached hereto as Exhibit “I” for those Hotels located in California and through the form of bargain and sale deed attached hereto as Exhibit “J” for those Hotels located in Washington, which event, notwithstanding anything will convey the Properties to Buyer subject to the contrary in this AgreementPermitted Exceptions above, Seller shall immediately refund as well as any matters disclosed by the public records, and any other exceptions to Purchaser all monies title which would be disclosed by an inspection and/or survey of the Property (includingeach of the foregoing, without limitationtogether with the Permitted Exceptions, the Deposit and the Payments) paid to Seller on account of this Agreement and the costs of the survey and title searches“Deed Exceptions“). Upon making such refundAfter Closing, neither party hereto Sellers shall have any further rightsno liability to Buyer, obligations or liabilities under this Agreementand Buyer and its successors and assigns shall make no claim against Sellers for the Deed Exceptions. This provision shall survive the Closing.

Exceptions to Title. Buyer’s obligation to purchase the Property is subject to the condition precedent that, at the Closing, Title Company shall be willing to issue the Owner’s Policy effective upon the Closing. Buyer shall be obligated to accept title to the Property, subject to the following exceptions to title (the “Permitted Exceptions”): (a) Within sixty Real estate taxes and assessments not yet delinquent; (60b) days of the date hereof, Purchaser shall cause a title company to issue to Purchaser a title report. Within thirty (30) days thereafter, Purchaser shall examine title to the Premises and issue to Seller the list of permitted encumbrances (collectively "Permitted Encumbrances"). Within ten (10) days receipt of such list, Seller shall notify Purchaser if it accepts such Permitted Encumbrances. If Seller accepts such Permitted Encumbrances, then title to the Premises shall be conveyed to Purchaser subject only to such Permitted Encumbrances. If Seller rejects such Permitted Encumbrances, Seller shall indicate to Purchaser within ten (10) days receipt of Purchaser's notice of the permitted encumbrances all changes that are acceptable to Seller. Thereafter, Purchaser shall have twenty (20) days to either accept the amended Permitted Encumbrances or terminate this Agreement, in which case, notwithstanding anything to the contrary in this Agreement, the Deposit, the Payments and all monies paid by Purchaser to Seller on account of this AgreementThe printed exceptions, if any, shall be refunded to Purchaser. (b) After which appear in a 2006 ALTA extended coverage form Owner’s Policy of Title Insurance issued by Title Company in the date State of this Agreement, Seller shall not further encumber the Premises with any mortgage or encumbrance, the amount of which, when aggregated with all other mortgages, judgments and other monetary liens affecting the Premises,including any projected clean-up costs payable by Seller, would exceed seventy-five (75%) of the Purchase Price of the Premises, nor shall Seller enter into any agreement which creates exceptions to marketable title. If examination of title to the Premises shall reveal one or more defects, encumbrances or other exceptions to marketable title which are not Permitted Encumbrances, Seller shall cause same to be removed on or before the Closing Date. Seller shall take whatever actions are necessary, including, without limitation, payment of money, to deliver to Purchaser good, marketable title to the Premises, subject only to the Permitted Encumbrances. Anything in this Agreement to the contrary notwithstanding, if the examination of title shall reveal an encumbrance or other exception to marketable title which can be cured by the payment or deposit with a Court of money only (such as a mortgage, mechanics lien, writ of attachment or judgment) ("Monetary Encumbrance") and Seller does not cure such Monetary Encumbrance at or prior to the Closing, Purchaser shall have the right to cure the title exception by deducting the amount required to cure same from the balance of the Purchase Price due on Closing.California; (c) If Seller The Leases; and (d) Such other exceptions to title or survey exceptions as may be approved or deemed approved by Buyer pursuant to the above provisions of this Section 4.5 or otherwise expressly permitted under this Agreement, or any exceptions resulting from the actions (or inactions) of Buyer or its agents or representatives. Conclusive evidence of the availability of such title shall be unable the willingness of Title Company to convey issue to Buyer on the Closing Date a 2006 ALTA extended form Owner’s Policy of Title Insurance issued by Title Company in the State of California (the “Owner’s Policy”), in the face amount of the Purchase Price, which policy shall show (i) title to the Premises Land and Improvements to be vested of record in accordance Buyer, and (ii) the Permitted Exceptions to be the only exceptions to title; provided, however, if Buyer fails to fulfill Title Company’s conditions required for issuance of such Owner’s Policy, including but not limited to delivery of a current ALTA survey, then the condition precedent described in this Section 4.5.3 shall be deemed satisfied if Title Company shall be willing to issue a ALTA standard coverage form Owner’s Policy of Title Insurance upon or following the Closing. In connection with obtaining coverage over survey matters under any ALTA form of Owner’s Policy, Buyer shall deliver to Title Company prior to the Closing Date a current ALTA survey certified by a licensed surveyor in the State of California sufficient to permit or cause Title Company to insure against survey matters at the Closing. Notwithstanding any provision to the contrary contained in this Agreement or any of the Closing Documents, any or all of the Permitted Exceptions may be omitted by Seller in the “Deed” (as hereinafter defined) without giving rise to any liability of Seller, irrespective of any covenant or warranty of Seller that may be contained or implied in the Deed (which provisions of this Agreement, Purchaser, at its option, may either (i) accept such title as Seller can convey without sentence shall survive the Closing and not be merged therein). Notwithstanding any reduction in the Purchase Price or (ii) terminate this Agreement, in which event, notwithstanding anything provision to the contrary contained in this Agreement, Seller agrees that it will remove all Liens (other than non-delinquent taxes) expressly caused or permitted by Seller, or insure or endorse over any other Liens (other than non-delinquent taxes); provided however, any insurance or endorsement over a Lien shall immediately refund be to Purchaser all monies (includingBuyer’s commercially reasonable satisfaction if Seller did not expressly cause or permit such Lien, without limitation, the Deposit and the Payments) paid to Buyer’s sole satisfaction if Seller on account of this Agreement and the costs of the survey and title searches. Upon making expressly caused or permitted such refund, neither party hereto shall have any further rights, obligations or liabilities under this AgreementLien.

Exceptions to Title. Materials owned by third parties: Formulae, etc., owned by Nellson Nutraceutical, as set forth in the Assumed Contract (aas may be modified by the current Supply Agreement between Nellson Nutraceutical and Optim Nutrition) Within sixty Non-employees creating portions of the Transferred Assets: ▇▇▇▇ Israel Deaconess Medical Center EXHIBIT A FORM OF ▇▇▇▇ OF SALE For the sum of ten dollars (60$10.00) days and other good and valuable consideration paid to Amerifit Nutrition, Inc., a corporation located in the State of Connecticut ("Seller"), the receipt and sufficiency of which are acknowledged, Seller sells, transfers, conveys and assigns to Optim Nutrition, Inc. ("Buyer") all right, title and interest in and to the intellectual property related to the NiteBite(R) product (the "Product", as more specifically described in the Asset Purchase Agreement executed by Seller and Buyer of even date herewith (the "Purchase Agreement")) developed by Seller, as described in the Purchase Agreement, as well as the other Transferred Assets listed and defined in the Purchase Agreement, free and clear of all liens, security interests, claims or other restrictions, limitations and encumbrances. This ▇▇▇▇ of Sale is in accordance with, and is subject to, all of the representations, warranties, covenants and exclusions set forth in the Purchase Agreement. Seller shall, at Buyer's request, execute and deliver such further instruments of sale, assignment and transfer and take such further actions as Buyer may reasonably request in order to vest in Buyer and put Buyer in possession of the Product and Transferred Assets and assure to Buyer the benefits thereof. In witness whereof, Seller has executed this ▇▇▇▇ of Sale as of the date hereofset forth below. Amerifit Nutrition, Purchaser shall cause a title company to issue to Purchaser a title report. Within thirty (30) days thereafterInc. Optim Nutrition, Purchaser shall examine title to the Premises and issue to Seller the list of permitted encumbrances (collectively "Permitted Encumbrances"). Within ten (10) days receipt of such list, Seller shall notify Purchaser if it accepts such Permitted Encumbrances. If Seller accepts such Permitted Encumbrances, then title to the Premises shall be conveyed to Purchaser subject only to such Permitted Encumbrances. If Seller rejects such Permitted Encumbrances, Seller shall indicate to Purchaser within ten (10) days receipt of Purchaser's notice of the permitted encumbrances all changes that are acceptable to Seller. Thereafter, Purchaser shall have twenty (20) days to either accept the amended Permitted Encumbrances or terminate this Agreement, in which case, notwithstanding anything to the contrary in this Agreement, the Deposit, the Payments and all monies paid by Purchaser to Seller on account of this Agreement, if any, shall be refunded to Purchaser. (b) After the date of this Agreement, Seller shall not further encumber the Premises with any mortgage or encumbrance, the amount of which, when aggregated with all other mortgages, judgments and other monetary liens affecting the Premises,including any projected clean-up costs payable by Seller, would exceed seventy-five (75%) of the Purchase Price of the Premises, nor shall Seller enter into any agreement which creates exceptions to marketable title. If examination of title to the Premises shall reveal one or more defects, encumbrances or other exceptions to marketable title which are not Permitted Encumbrances, Seller shall cause same to be removed on or before the Closing Date. Seller shall take whatever actions are necessary, including, without limitation, payment of money, to deliver to Purchaser good, marketable title to the Premises, subject only to the Permitted Encumbrances. Anything in this Agreement to the contrary notwithstanding, if the examination of title shall reveal an encumbrance or other exception to marketable title which can be cured by the payment or deposit with a Court of money only (such as a mortgage, mechanics lien, writ of attachment or judgment) ("Monetary Encumbrance") and Seller does not cure such Monetary Encumbrance at or prior to the Closing, Purchaser shall have the right to cure the title exception by deducting the amount required to cure same from the balance of the Purchase Price due on Closing. (c) If Seller shall be unable to convey title to the Premises in accordance with the provisions of this Agreement, Purchaser, at its option, may either (i) accept such title as Seller can convey without any reduction in the Purchase Price or (ii) terminate this Agreement, in which event, notwithstanding anything to the contrary in this Agreement, Seller shall immediately refund to Purchaser all monies (including, without limitation, the Deposit and the Payments) paid to Seller on account of this Agreement and the costs of the survey and title searches. Upon making such refund, neither party hereto shall have any further rights, obligations or liabilities under this Agreement.Inc.

Exceptions to Title. Buyer’s obligation to purchase the Properties is subject to the condition precedent that, at the Closing, Title Company shall be willing to issue the Owner’s Policy effective upon the Closing. Buyer shall be obligated to accept title to the Properties, subject to the following exceptions to title (the “Permitted Exceptions”): (a) Within sixty Real estate taxes and assessments not yet delinquent; (60b) days The printed exceptions, if any, which appear in a 2006 ALTA extended coverage form Owner’s Policy of Title Insurance issued by Title Company in the State of Nevada; (c) The Leases; and (d) Such other exceptions to title or survey exceptions as may be approved or deemed approved by Buyer pursuant to the above provisions of this Section 4.5 or otherwise expressly permitted under this Agreement, or any exceptions resulting from the actions (or inactions) of Buyer or its agents or representatives. Conclusive evidence of the date hereof, Purchaser availability of such title shall cause a title company be the willingness of Title Company to issue to Purchaser Buyer on the Closing Date a title report. Within thirty 2006 ALTA extended form Owner’s Policy of Title Insurance issued by Title Company in the State of Nevada (30or policies if Buyer elects to obtain a policy for each Property) days thereafter(collectively, Purchaser the “Owner’s Policy”), in the face amount of the Purchase Price, which policy shall examine show (i) title to the Premises Land and issue Improvements to Seller be vested of record in Buyer, and (ii) the list of permitted encumbrances (collectively "Permitted Encumbrances"). Within ten (10) days receipt Exceptions to be the only exceptions to title; provided, however, if Buyer fails to fulfill Title Company’s conditions required for issuance of such listOwner’s Policy, Seller shall notify Purchaser if it accepts such Permitted Encumbrances. If Seller accepts such Permitted Encumbrancesincluding but not limited to delivery of a current ALTA survey, then title the condition precedent described in this Section 4.5.3 shall be deemed satisfied if Title Company shall be willing to issue a ALTA standard coverage form Owner’s Policy of Title Insurance upon or following the Closing. In connection with obtaining coverage over survey matters under any ALTA form of Owner’s Policy, Buyer shall deliver to Title Company prior to the Premises shall be conveyed Closing Date a current ALTA survey certified by a licensed surveyor in the State of Nevada sufficient to Purchaser subject only permit or cause Title Company to such Permitted Encumbrancesinsure against survey matters at the Closing. If Seller rejects such Permitted Encumbrances, Seller shall indicate to Purchaser within ten (10) days receipt of Purchaser's notice of the permitted encumbrances all changes that are acceptable to Seller. Thereafter, Purchaser shall have twenty (20) days to either accept the amended Permitted Encumbrances or terminate this Agreement, in which case, notwithstanding anything Notwithstanding any provision to the contrary contained in this Agreement or any of the Closing Documents, any or all of the Permitted Exceptions may be omitted by Sellers in the “Deeds” (as hereinafter defined) without giving rise to any liability of the applicable Sellers, irrespective of any covenant or warranty of such Seller that may be contained or implied in the Deeds (which provisions of this sentence shall survive the Closing and not be merged therein). Notwithstanding any provision to the contrary contained in this Agreement, the DepositSellers agree that it will remove all Liens (other than non-delinquent taxes) expressly caused or permitted by Sellers, the Payments and all monies paid by Purchaser to Seller on account of this Agreementor insure or endorse over any other Liens (other than non-delinquent taxes); provided however, if any, any insurance or endorsement over a Lien shall be refunded to PurchaserBuyer’s commercially reasonable satisfaction if Sellers did not expressly cause or permit such Lien, and to Buyer’s sole satisfaction if Sellers expressly caused or permitted such Lien. (b) After the date of this Agreement, Seller shall not further encumber the Premises with any mortgage or encumbrance, the amount of which, when aggregated with all other mortgages, judgments and other monetary liens affecting the Premises,including any projected clean-up costs payable by Seller, would exceed seventy-five (75%) of the Purchase Price of the Premises, nor shall Seller enter into any agreement which creates exceptions to marketable title. If examination of title to the Premises shall reveal one or more defects, encumbrances or other exceptions to marketable title which are not Permitted Encumbrances, Seller shall cause same to be removed on or before the Closing Date. Seller shall take whatever actions are necessary, including, without limitation, payment of money, to deliver to Purchaser good, marketable title to the Premises, subject only to the Permitted Encumbrances. Anything in this Agreement to the contrary notwithstanding, if the examination of title shall reveal an encumbrance or other exception to marketable title which can be cured by the payment or deposit with a Court of money only (such as a mortgage, mechanics lien, writ of attachment or judgment) ("Monetary Encumbrance") and Seller does not cure such Monetary Encumbrance at or prior to the Closing, Purchaser shall have the right to cure the title exception by deducting the amount required to cure same from the balance of the Purchase Price due on Closing. (c) If Seller shall be unable to convey title to the Premises in accordance with the provisions of this Agreement, Purchaser, at its option, may either (i) accept such title as Seller can convey without any reduction in the Purchase Price or (ii) terminate this Agreement, in which event, notwithstanding anything to the contrary in this Agreement, Seller shall immediately refund to Purchaser all monies (including, without limitation, the Deposit and the Payments) paid to Seller on account of this Agreement and the costs of the survey and title searches. Upon making such refund, neither party hereto shall have any further rights, obligations or liabilities under this Agreement.