Common use of Failure to Cure Title Defects Clause in Contracts

Failure to Cure Title Defects. If upon the expiration of the Cure Period Seller has not notified Purchaser that Seller has arranged to have the Title Defects removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the Cure Period) either: (a) to terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy hereunder; or (b) to take title as it then is. If Purchaser does not, within five (5) days after the expiration of the Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (a) of the preceding sentence, then: (x) Purchaser shall be deemed to have elected to take title as it then is without any reduction in the Purchase Price; (y) all Title Defects not removed from the Commitment or the Survey will thenceforth be deemed Permitted Exceptions; and (z) this Agreement shall remain in full force and effect. Anything to the contrary in this Agreement notwithstanding, Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any matters shown in the Commitment or the Survey to be removed, cured or insured over, except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Purchaser or other parties not related to Seller. If the Commitment (or any subsequent revision thereof) discloses exceptions other than the Permitted Exceptions, and other than those which Seller has agreed to insure against, pay or discharge, then unless Purchaser agrees to accept title as it then is without reduction of the Purchase Price, Seller may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy under this Agreement.

Failure to Cure Title Defects. If upon the expiration of the Cure Period Seller has not notified Purchaser that Seller has arranged to have the Title Defects removed, then Purchaser may elect (which election must be made in writing within five (5) business days following expiration of the Cure Period) either: (a) to terminate this Agreement, in which event the Xxxxxxx Exxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy hereunder; or (b) to take title as it then is. If Purchaser does not, within five (5) business days after the expiration of the Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (a) of the preceding sentence, then: (x) Purchaser shall be deemed to have elected to take title as it then is without any reduction in the Purchase Price; (y) all Title Defects not removed from the Commitment or the Survey will thenceforth be deemed Permitted Exceptions; and (z) this Agreement shall remain in full force and effect. Anything to the contrary in this Agreement notwithstanding, Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any matters shown in the Commitment Commitment, the Title Exceptions or the Survey to be removed, cured or insured over, except that Seller shall pay or discharge liens and security interests securing any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Purchaser or other parties not related loan to Seller. If the Commitment (or any subsequent revision thereof) discloses exceptions other than the Permitted Exceptions, and other than those which Seller has agreed to insure against, pay or discharge, then unless Purchaser agrees to accept title as it then is without reduction of the Purchase Price, Seller may, at its option, terminate this Agreement, in which event the Xxxxxxx Money no such liens shall be returned to Purchaser as Purchaser’s sole remedy under Permitted Exceptions for any purpose in this Agreement.

Failure to Cure Title Defects. If upon the expiration of the Cure Period Seller has not notified Purchaser that Seller has arranged to have the Title Defects removed, then Purchaser may elect (which election must be made in writing within five two (52) business days following expiration of the Cure Period) either: (a) to terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy hereunder; or (b) to take title as it then is. If Purchaser does not, within five two (52) business days after the expiration of the Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (a) of the preceding sentence, then: (x) Purchaser shall be deemed to have elected to take title as it then is without any reduction in the Purchase Price; (y) all Title Defects not removed from the Commitment or the Survey will thenceforth be deemed Permitted Exceptions; and (z) this Agreement shall remain in full force and effect. Anything to the contrary in this Agreement notwithstanding, Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any matters shown in the Commitment or the Survey to be removed, cured or insured over, except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Purchaser or other parties not related to Seller. If the Commitment (or any subsequent revision thereof) discloses exceptions other than the Permitted Exceptions, and other than those which Seller has agreed to insure against, pay or discharge, then unless Purchaser agrees to accept title as it then is without reduction of the Purchase Price, Seller may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy under this Agreement.

Failure to Cure Title Defects. If upon the expiration of the Cure Period Seller has not notified Purchaser that Seller has arranged to have the Title Defects removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the Cure Period) either: (a) to terminate this Agreement, in which event the Xxxxxxx Exxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy hereunder; or (b) to take title as it then is. If Purchaser does not, within five (5) days after the expiration of the Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (a) of the preceding sentence, then: (x) Purchaser shall be deemed to have elected to take title as it then is without any reduction in the Purchase Price; (y) all Title Defects not removed from the Commitment or the Survey will thenceforth be deemed Permitted Exceptions; and (z) this Agreement shall remain in full force and effect. Anything to the contrary in this Agreement notwithstanding, Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any matters shown in the Commitment or the Survey to be removed, cured or insured over, except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Purchaser or other parties not related to Seller. If the Commitment (or any subsequent revision thereof) discloses exceptions other than the Permitted Exceptions, and other than those which Seller has agreed to insure against, pay or discharge, then unless Purchaser agrees to accept title as it then is without reduction of the Purchase Price, Seller may, at its option, terminate this Agreement, in which event the Xxxxxxx Exxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy under this Agreement.

Failure to Cure Title Defects. If If, upon the expiration of the Cure Period Period, Seller has not notified Purchaser that Seller has arranged to have the Title Defects removedremoved or cured as provided above, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the Cure Period) either: (a) to terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy hereunder; , or (b) to take title as it then isproceed under this Agreement, in which case the Title Defects which Seller did not cure or commit to cure shall be deemed Permitted Exceptions. If Purchaser does not, within five (5) days after the expiration of the Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (a) of the preceding sentenceAgreement, then: (x) Purchaser shall be deemed to have elected to take title as it then is without proceed pursuant to clause (b) of the preceding sentence. If Seller elects to cure or remove any reduction in of the Purchase Price; (y) all Title Defects not removed from under clause (x) of the Commitment or the Survey will thenceforth be deemed Permitted Exceptions; and (z) this Agreement shall remain in full force and effect. Anything last sentence of Section 2.3, then notwithstanding anything herein to the contrary contrary, it shall be a condition precedent to Purchaser’s obligation to acquire the Property that Seller cures such objections prior to Closing to Purchaser’s reasonable satisfaction. Except as otherwise provided in this Agreement notwithstandingSection 2.5 below, Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any matters shown in the Title Commitment or the New Survey to be removed, cured or insured over, except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Purchaser or other parties not related to Selleras otherwise expressly provided in this Agreement. If the Commitment (or any subsequent revision thereof) of the Title Commitment, or the New Survey discloses exceptions other than the Permitted ExceptionsExceptions and such exceptions were created at no fault of Purchaser, then Purchaser shall have an additional ten (10) day review period with respect to such new exceptions, and other than those which Seller has agreed shall have the same time period and option to insure againstcure as set forth in Section 2.3 above, pay or discharge, then unless and Purchaser agrees shall have the same option to accept title subject to such new matters or to terminate this Agreement as it then is without reduction those which apply to any notice of objections made by Purchaser on or before expiration of the Purchase Price, Seller may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy under this AgreementDue Diligence Period.

Failure to Cure Title Defects. If upon the expiration of the Cure Period Seller has not notified Purchaser that Seller has arranged to have the Title Defects removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the Cure Period) either: (a) to terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy hereunder; or (b) to take title as it then is. If Purchaser does not, within five (5) days after the expiration of the Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (a) of the preceding sentence, then: (x) Purchaser shall be deemed to have elected to take title as it then is without any reduction in the Purchase Price; (y) all Title Defects not removed from the Commitment or the Survey will thenceforth be deemed Permitted Exceptions; and (z) this Agreement shall remain in full force and effect. Anything to the contrary in this Agreement notwithstanding, Seller shall have no affirmative obligation hereunder to cure any Title Defects or expend any funds or incur any liabilities in order to cause any matters shown in the Commitment or the Survey to be removed, cured or insured over, except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Purchaser or other parties not related to Seller. If the Commitment (or any subsequent revision thereof) discloses exceptions other than the Permitted Exceptions, and other than those which Seller has agreed to insure against, pay or discharge, then unless Purchaser agrees to accept title as it then is without reduction of the Purchase Price, Seller may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy under this Agreement.

Failure to Cure Title Defects. If upon the expiration of the Cure Period Seller has not notified Purchaser that Seller has arranged to have the Title Defects removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the Cure Period) either: (a) to terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy hereunder; or (b) to take title as it then is. If Purchaser does not, within five (5) days after the expiration of the Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (a) of the preceding sentence, then: (x) Purchaser shall be deemed to have elected to take title as it then is without any reduction in the Purchase Price; (y) all Title Defects not removed from the Commitment or the Survey will thenceforth be deemed Permitted Exceptions; and (z) this Agreement shall remain in full force and effect. Anything to the contrary in this Agreement notwithstanding, Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any matters shown in the Commitment or the Survey to be removed, cured or insured over, except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Purchaser or other parties not related to SellerSeller and Seller shall use commercially reasonable efforts to cure such Title Defects that are capable of being cured by monetary means so long as Seller is not required to expend funds in excess of Fifty Thousand Dollars ($50,000) in connection with any such cure (including the cure of any New Title Defects set forth in Section 2.8). If Any failure by Seller to comply with its obligations pursuant to the Commitment (or any subsequent revision thereofforegoing sentence shall be a default hereunder and Purchaser shall be entitled to all remedies available pursuant to Section 6.2(b) discloses exceptions other than the Permitted Exceptions, and other than those which Seller has agreed to insure against, pay or discharge, then unless Purchaser agrees to accept title as it then is without reduction of the Purchase Price, Seller may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy under this Agreement.. Exhibit 10.1

Failure to Cure Title Defects. If upon the expiration of the Cure Period Seller has not notified Purchaser that Seller has arranged to have the Title Defects removedremoved or if Seller notifies Purchaser that it will cure a Title Defect but fails to do so, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the Cure PeriodPeriod or, with respect to Seller failing to cure a Title Defect within five (5) days of Seller notifying Purchaser of its failure to cure) either: (a) to terminate this Agreement, in which event the Xxxxxxx Exxxxxx Money shall be returned to Purchaser as Purchaser’s 's sole remedy hereunder; or (b) to take title as it then is. If Purchaser does not, within five (5) days after the expiration of the Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (a) of the preceding sentence, then: (x) Purchaser shall be deemed to have elected to take title as it then is without any reduction in the Purchase Price; (y) all Title Defects not removed from the Commitment or the Existing Survey will thenceforth be deemed Permitted Exceptions; and (z) this Agreement shall remain in full force and effect. Anything to the contrary in this Agreement notwithstanding, Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any matters shown in the Commitment or the Existing Survey to be removed, cured or insured over, except that Seller shall shall, at its sole cost and expense, (i) pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Purchaser and any mortgages given by Seller and (ii) remove, cure or other parties insure over any mechanic's liens. In the event that Seller does not related cure any lien or encumbrance that Seller is obligated to Seller. If cure pursuant to the Commitment (or any subsequent revision thereof) discloses exceptions other than the Permitted Exceptions, and other than those which Seller has agreed to insure against, pay or dischargeterms of this Agreement, then unless Purchaser agrees to accept title as it then is without reduction of the Purchase Price, Seller may, at its option, terminate this Agreementcause the same to be insured or bonded over, in which event one-half (1/2) of the Xxxxxxx Money costs incurred by Purchaser in connection therewith shall be returned to Purchaser as Purchaser’s sole remedy under this Agreementdeducted from the Purchase Price at Closing.

Failure to Cure Title Defects. If upon the expiration of the Cure Period Seller has not notified Purchaser that Seller has arranged to have the Title Defects removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the Cure Period) either: (a) to terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy hereunder; or (b) to take title as it then is. If Purchaser does not, within five (5) days after the expiration of the Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (a) of the preceding sentence, then: (x) Purchaser shall be deemed to have elected to take title as it then is without any reduction in the Purchase Price; (y) all Title Defects not removed from the Commitment or the Survey will thenceforth be deemed Permitted Exceptions; and (z) this Agreement shall remain in full force and effect. Anything to the contrary in this Agreement notwithstanding, Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any matters shown in the Commitment or the Survey to be removed, cured or insured over, except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Purchaser or other parties not related to Seller. If the Commitment (or any subsequent revision thereof) discloses exceptions other than the Permitted Exceptions, and other than those which Seller has agreed to insure against, pay or discharge, then unless Purchaser agrees to accept title as it then is without reduction of the Purchase Price, Seller Purchaser may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy under this Agreement.

Failure to Cure Title Defects. If upon the expiration of the Cure Period Seller has not notified Purchaser that Seller has arranged to have the Title Defects removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the Cure Period) either: (a) to terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy hereunder; or (b) to take title as it then is. If Purchaser does not, within five (5) days after the expiration of the Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (a) of the preceding sentence, then: (x) Purchaser shall be deemed to have elected to take title as it then is without any reduction in the Purchase Price; (y) all Title Defects not removed from the Commitment or the Survey will thenceforth be deemed Permitted Exceptions; and (z) this Agreement shall remain in full force and effect. Anything to the contrary in this Agreement notwithstanding, Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any matters shown in the Commitment or the Survey to be removed, cured or insured over, except that Seller shall pay or discharge any mortgage, lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller of a definite and ascertainable amount and not created by or resulting from the acts of Purchaser or other parties not related to Seller. If the Commitment (or any subsequent revision thereof) discloses exceptions other than the Permitted Exceptions, and other than those which Seller has agreed to insure against, pay or discharge, then unless Purchaser agrees to accept title as it then is without reduction of the Purchase Price, Seller may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy under this Agreement.

Failure to Cure Title Defects. If upon the expiration of the Cure Period Seller has not notified Purchaser that Seller has arranged to have the Title Defects removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the Cure Period) either: (a) to terminate this Agreement, in which event the Xxxxxxx Money Eaxxxxx Xoney shall be returned to Purchaser as Purchaser’s sole remedy hereunder; or (b) to take title as it then is. If Purchaser does not, within five (5) days after the expiration of the Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (a) of the preceding sentence, then: (x) Purchaser shall be deemed to have elected to take title as it then is without any reduction in the Purchase Price; (y) all Title Defects not removed from the Commitment or the Survey will thenceforth be deemed Permitted Exceptions; and (z) this Agreement shall remain in full force and effect. Anything to the contrary in this Agreement notwithstanding, Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any matters shown in the Commitment or the Survey to be removed, cured or insured over, except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Purchaser or other parties not related to SellerSeller and Seller shall use commercially reasonable efforts to cure such Title Defects that are capable of being cured by monetary means so long as Seller is not required to expend funds in excess of Fifty Thousand Dollars ($50,000) in connection with any such cure (including the cure of any New Title Defects set forth in Section 2.8). If Any failure by Seller to comply with its obligations pursuant to the Commitment (or any subsequent revision thereof) discloses exceptions other than the Permitted Exceptions, and other than those which Seller has agreed to insure against, pay or discharge, then unless Purchaser agrees to accept title as it then is without reduction of the Purchase Price, Seller may, at its option, terminate this Agreement, in which event the Xxxxxxx Money foregoing sentence shall be returned a default hereunder and Purchaser shall be entitled to Purchaser as Purchaser’s sole remedy under all remedies available pursuant to Section 6.2(b) of this Agreement.

Failure to Cure Title Defects. If upon the expiration of the Cure Period Seller has not notified Purchaser that Seller has arranged to have the Title Defects removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the Cure Period) either: (a) to terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy hereunder; or (b) to take title as it then isto the Real Estate and Improvements subject to such Title Defects and all Permitted Exceptions. If Purchaser does not, within five (5) days after the expiration of the Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (a) of the preceding sentence, then: (x) Purchaser shall be deemed to have elected to take title as it then is to the Real Estate and Improvements subject to such Title Defects and all Permitted Exceptions without any reduction in the Purchase Price; (y) all Title Defects not removed from the Commitment or the Survey will thenceforth be deemed Permitted Exceptions; and (z) this Agreement shall remain in full force and effect. Anything to the contrary in this Agreement notwithstanding, Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any matters shown in the Commitment or the Survey to be removed, cured or insured over, except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Purchaser or other parties not related to Seller. If the Commitment (or any subsequent revision thereof) discloses exceptions other than the Permitted Exceptions, and other than those which Seller has agreed to EXHIBIT 10.3 insure against, pay or discharge, then unless Purchaser agrees to accept title as it then is to the Real Estate and Improvements subject to such Title Defects and all Permitted Exceptions without reduction of the Purchase Price, Seller may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy under this Agreement.

Failure to Cure Title Defects. If If, upon the expiration of the Cure Period Period, Seller has not notified Purchaser that Seller has arranged to have the Title Defects removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the Cure Period) either: (a) to terminate this Agreement, in which event the Xxxxxxx Exxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy hereunderhereunder and neither party will have any further rights or obligations pursuant to this Agreement, other than rights or obligations that expressly survive termination; or (b) to take title as it then isaccept such Title Defects which shall thereafter be deemed a Permitted Exception. If Purchaser does not, within five (5) days after the expiration of the Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (a) of the preceding sentence, then: (x) Purchaser shall be deemed to have elected to take title as it then is without any reduction in the Purchase Price; (y) all Title Defects not removed from the Commitment or the Survey will thenceforth be deemed Permitted Exceptions; and (z) this Agreement shall remain in full force and effect. Anything to the contrary in this Agreement notwithstanding, Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any matters shown in the Commitment or the Survey Survey, or subsequent revisions thereto, to be removed, cured or insured over, except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Purchaser or other parties not related to SellerPurchaser. If the Commitment (or any subsequent revision thereof) discloses exceptions other than the Permitted Exceptions, and other than those which Seller has agreed to insure against, pay or discharge, then unless Purchaser agrees to accept title as it then is without reduction of the Purchase PricePrice on or prior to the expiration of the Inspection Period, either Seller or Purchaser may, at its option, terminate this Agreement, in which event the Xxxxxxx Exxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy under this Agreement. Nothing in this Section shall be construed as hindering Purchaser’s right to timely terminate the Agreement for any reason or no reason pursuant to Section 3.3, below.

Failure to Cure Title Defects. If upon the expiration of the Cure Period Seller has Sellers have not notified Purchaser that Seller has Sellers have arranged to have or will at or prior to Closing remove the Title Defects removedDefects, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the Cure Period but in no event later than the expiration of the Inspection Period) either: (a) to terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy hereunderhereunder and thereafter neither party shall have any further obligations hereunder except those that expressly survive termination of this Agreement; or (b) to take title as it then is. If Purchaser does not, within five (5) days after the expiration of the Cure Period, send written notice to Seller Sellers of its election to terminate this Agreement pursuant to clause (a) of the preceding sentence or Purchaser elects to take title as is pursuant to clause (b) of the proceeding sentence, then: (x) Purchaser shall be deemed to have elected to take title as it then is without any reduction in the Purchase Price; (y) all Title Defects not removed from the Commitment or the Survey Surveys as such date will thenceforth be deemed Permitted Exceptions; and (z) this Agreement shall remain in full force and effect. Anything to the contrary in this Agreement notwithstanding, Seller Sellers shall have no affirmative obligation hereunder to cure any Title Defects or expend any funds or incur any liabilities in order to cause any matters shown in the Commitment or the Survey Surveys to be removed, cured or insured over, except that a Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by such Seller and not created by or resulting from the acts of Purchaser or other parties not related to SellerSellers. If the Commitment (or any subsequent revision thereof) discloses exceptions other than the Permitted Exceptions, and other than those which a Seller has agreed to insure against, pay or discharge, then unless Purchaser agrees to accept title as it then is without reduction of the Purchase Price, Seller Sellers may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy under this Agreement and thereafter neither party shall have any further obligations hereunder except those that expressly survive termination of this Agreement.. 2.5

Failure to Cure Title Defects. If upon the expiration of the Cure Period Seller has not notified Purchaser that Seller has arranged to have the Title Defects removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the Cure Period) either: (a) to terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy hereunder; or (b) to take title as it then is. If Purchaser does not, within five (5) days after the expiration of the Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (a) of the preceding sentence, then: (x) Purchaser shall be deemed to have elected to take title as it then is without any reduction in the Purchase Price; (y) all Title Defects not removed from the Commitment or the Survey will thenceforth be deemed Permitted Exceptions; and (z) this Agreement shall remain in full force and effect. Anything to the contrary in this Agreement notwithstanding, Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any matters shown in the Commitment or the Survey to be removed, cured or insured over, except that Seller shall pay or discharge any lien or encumbrance arising after the date hereof and voluntarily created or assumed by Seller and not created by or resulting from the acts of Purchaser or other parties not related to Seller. If the Commitment (or any subsequent revision thereof) discloses exceptions other than the Permitted Exceptions, and other than those which Seller has agreed to insure against, pay or discharge, then unless Purchaser agrees to accept title as it then is without reduction of the Purchase Price, Seller may, at its option, terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Purchaser as Purchaser’s sole remedy under this Agreement.