Matters Relating to Title Sample Clauses

Matters Relating to Title. (a) From the Execution Date until the First Closing Date with respect to the Initial Properties (or, as the case may be, with regard to the Supplemental Properties, until the Supplemental Closing Date), Buyer shall be afforded the opportunity to examine all records and information (including all title, lease, and land files) in Seller’s possession with respect to Seller’s title to the relevant Leases and to conduct such other title-related investigations as Buyer deems necessary, in its sole discretion. If Buyer determines that any Title Defect (as defined below) exists, then Buyer shall provide written notice of such Title Defect to Seller promptly after the discovery thereof, but in no event later than April 10, 2012, with regard to the Initial Properties (or later than three (3) days prior to the Supplemental Closing Date with regard to the Supplemental Properties). Title Defects discovered by Buyer in its due diligence review of a Lease prior to the applicable Closing Date but not asserted as provided in this Section 19 shall be deemed to have been waived by Buyer (and if not otherwise discovered, Buyer shall not be restricted or prevented from asserting any Claim related thereto under the special warranty of title granted under the Assignment). If Buyer asserts a Title Defect, and Seller does not cure such Title Defect to Buyer’s reasonable satisfaction prior to the applicable Closing Date, then Buyer shall have the following options: (i) If Buyer and Seller agree upon the existence of a Title Defect, using, among other things, the Allocated Value of an affected Lease and the amount by which value of such affected Lease is reduced by such Title Defect (such amount, the “Title Defect Amount”), then Buyer shall consummate the relevant Closing, in which case Buyer shall acquire the Property of which the affected Lease is a part at such Closing and, in Buyer’s sole discretion, either (A) make no adjustment to the applicable Purchase Price; or (B) reduce the applicable Purchase Price by the applicable Title Defect Amount; provided, however, that in the case of agreed upon Title Defects asserted with respect to an Initial Property that is not cured to Buyer’s reasonable satisfaction prior to the First Closing, then notwithstanding the preceding provisions of this Section 19(a)(i), the provisions of Section 19(a)(ii) and Section 19(a)(iii) shall automatically apply. (ii) Notwithstanding the provisions of Section 19(a)(i), if a Title Defect affecting an Initi...