Common use of Subsequent Title Defects Clause in Contracts

Subsequent Title Defects. Buyer may, at or prior to Closing, notify Seller in writing (the “Subsequent Title Defects Notice”) of any objection(s) to title exceptions (a) raised by the Title Company between the expiration of the Title Review Period and the Closing, and (b) not disclosed by the Title Company or the Survey or otherwise known to Buyer prior to the expiration of the Title Review Period, provided that Buyer must notify Seller of such objection(s) to title within three (3) business days of being made aware of the existence of such exception. If Buyer timely gives a Subsequent Title Defects Notice to Seller, Seller shall have two (2) business days after receipt of the Subsequent Title Defects Notice to notify Buyer (a) that Seller will remove such objectionable exceptions from title on or before the Closing, provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond ten (10) days; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to timely give such notice to Buyer, Seller shall have been deemed to have given notice to Buyer under clause (b). Seller shall have no obligation to remove any title exceptions to which Buyer objects, provided however, that notwithstanding the foregoing, Seller shall remove, as of the Closing, all liens evidencing any deed of trust (and related documents) securing financing, all delinquent tax liens, all mechanics’ liens relating to work performed by Seller, and all judgment liens against Seller. If Seller gives or is deemed to have given notice under clause (b) above, Buyer shall have three (3) business days from the date on which such notice to Buyer is given or deemed given in which to notify Seller that Buyer will nevertheless proceed with the purchase and take title to the Property subject to such exceptions or that Buyer will terminate this Agreement. If Buyer fails to timely give such notice, Buyer shall be deemed to have elected to proceed with the purchase and take title to the Property subject to such exceptions. If this Agreement is terminated pursuant to the foregoing provisions of this Section 6.3.3 then neither party shall have any further rights or obligations hereunder (except with respect to those matters expressly set forth to survive such termination), the Deposit shall be returned to Buyer and each party shall bear its own costs incurred hereunder.

Subsequent Title Defects. Buyer may, at or prior to Closing, notify Seller Sellers in writing (the “Subsequent Title Defects Notice”) of any objection(s) to title exceptions (a) claim, lien or exception, in each case first raised by the Title Company between or otherwise revealed after the expiration Effective Date of this Agreement ("Defects Notice"). If Buyer makes any objection that Buyer is permitted to make pursuant to the preceding sentence, then Sellers may, by giving notice to Buyer within five (5) Business Days after Sellers’ receipt of the applicable Defects Notice, elect either to cure such objection or not to cure such objection. Sellers shall be deemed to have elected not to cure any such objection unless Sellers elect or are obligated to cure any such objection in accordance with this Section 5.5. If Sellers elect or are obligated to cure any such objection, Sellers shall cure the title exception in question on or before the Closing Date in a manner reasonably acceptable to Buyer (causing a non-monetary exception to be omitted from the Title Review Period Commitment is acceptable to Buyer); provided, however, that if Sellers elect to cure any such objection, such objection is capable of cure and Sellers need time beyond the Closing Date to do so, then Sellers shall have the right to adjourn the Closing, and upon written notice to Buyer, for up to ten (b10) Business Days to effect such cure. If Sellers elect (or are deemed to have elected) not disclosed to remove any such objection (excluding any objection which Sellers are obligated to remove in accordance with Section 5.3 above), then Buyer shall have the right, by the Title Company or the Survey or otherwise known giving notice to Buyer prior to the expiration of the Title Review Period, provided that Buyer must notify Seller of such objection(s) to title Sellers within three (3) business days of being made aware of the existence of such exception. If Buyer timely gives a Subsequent Title Defects Notice to Seller, Seller shall have two (2) business days Business Days after Buyer's receipt of Sellers’ election notice (or the Subsequent Title Defects Notice expiration of Sellers’ five (5) Business Day response period if Sellers do not respond), either to notify Buyer (a) that Seller will remove such objectionable exceptions from title on or before the Closing, provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond ten (10) days; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to timely give such notice to Buyer, Seller shall have been deemed to have given notice to Buyer under clause (b). Seller shall have no obligation to remove any title exceptions to which Buyer objects, provided however, that notwithstanding the foregoing, Seller shall remove, as of the Closing, all liens evidencing any deed of trust (and related documents) securing financing, all delinquent tax liens, all mechanics’ liens relating to work performed by Sellerterminate this Agreement, and all judgment liens against Seller. If Seller gives have the Deposit returned, or is deemed to have given notice under clause (b) above, Buyer shall have three (3) business days from the date on which withdraw such notice to Buyer is given or deemed given in which to notify Seller that Buyer will nevertheless proceed with the purchase objection and take accept title to the Property subject to such exceptions the title or that Buyer will terminate this Agreementsurvey matter in question without reduction of the Purchase Price. If Buyer fails does not exercise the right to timely give such noticeterminate this Agreement in accordance with this Section 5.5, then Buyer shall be deemed to have elected to proceed with the purchase and take approved title to the Property Property, subject to the title matter in question without reduction of the Purchase Price, and withdrawn such exceptionsobjection. If this Agreement In the event that any objection is terminated pursuant a mortgage or UCC Financing Statement granted by Sellers or a mechanic’s or materialmen’s lien or other encumbrance securing the payment in the aggregate of a readily ascertainable sum of money of up to $50,000.00, Sellers shall satisfy such defect(s) of record or, as an alternative to causing such defect(s) to be satisfied of record and provided that the foregoing provisions Title Company agrees to omit such defect(s) from the Title Policy: (i) bond or cause to be bonded such defect(s); (ii) deliver or cause to be delivered to Buyer or the Title Company, on the date of this Section 6.3.3 then the Closing, instruments in recordable form and sufficient to satisfy such defect(s) of record, together with the appropriate recording or filing costs; (iii) deposit or cause to be deposited with the Title Company sufficient monies, acceptable to and reasonably requested by the Title Company, to assure the obtaining and recording of a satisfaction of the defect(s); or (iv) subject to Buyer’s prior approval (not to be unreasonably withheld, conditioned, or delayed), otherwise cause the Title Company to omit such defect(s) from the Title Policy. Notwithstanding the foregoing, neither party shall have notices of commencement of work to be performed by contractors or subcontractors engaged by the Occupancy Tenants and/or their respective subtenant(s) nor any further rights or obligations hereunder (except liens filed with respect to those matters expressly set forth any work performed by or on behalf of the Occupancy Tenants and/or their respective subtenant(s) shall constitute Defect(s) that Sellers must satisfy, except to survive the extent that such termination)liens have been filed or recorded with respect to work that has not been paid for by the Occupancy Tenants or their respective subtenant(s) due to Sellers’ failure to pay to the Occupancy Tenants or their respective subtenants, or to their respective contractors or subcontractors, as applicable, any tenant improvement allowance required to be provided by any of Sellers in accordance with the Deposit shall be returned to Buyer and each party shall bear its own costs incurred hereunderOccupancy Leases.

Subsequent Title Defects. Buyer may, at or prior to Closing, notify Seller Sellers in writing (the “Subsequent Title Defects Notice”) of any objection(s) to title exceptions (a) claim, lien or exception, in each case first raised by the Title Company between or otherwise revealed after the expiration Effective Date of this Agreement (“Defects Notice”). If Buyer makes any objection that Buyer is permitted to make pursuant to the preceding sentence, then Sellers may, by giving notice to Buyer within five (5) Business Days after Sellers’ receipt of the applicable Defects Notice, elect either to cure such objection or not to cure such objection. Sellers shall be deemed to have elected not to cure any such objection unless Sellers elect or are obligated to cure any such objection in accordance with this Section 5.5. If Sellers elect or are obligated to cure any such objection, Sellers shall cure the title exception in question on or before the Closing Date in a manner reasonably acceptable to Buyer (causing a non-monetary exception to be omitted from the Title Review Period Commitment is acceptable to Buyer); provided, however, that if Sellers elect to cure any such objection, such objection is capable of cure and Sellers need time beyond the Closing Date to do so, then Sellers shall have the right to adjourn the Closing, and upon written notice to Buyer, for up to ten (b10) Business Days to effect such cure. If Sellers elect (or are deemed to have elected) not disclosed to remove any such objection (excluding any objection which Sellers are obligated to remove in accordance with Section 5.3 above), then Buyer shall have the right, by the Title Company or the Survey or otherwise known giving notice to Buyer prior to the expiration of the Title Review Period, provided that Buyer must notify Seller of such objection(s) to title Sellers within three (3) business days of being made aware of the existence of such exception. If Buyer timely gives a Subsequent Title Defects Notice to Seller, Seller shall have two (2) business days Business Days after Buyer's receipt of Sellers’ election notice (or the Subsequent Title Defects Notice expiration of Sellers’ five (5) Business Day response period if Sellers do not respond), either to notify Buyer (a) that Seller will remove such objectionable exceptions from title on or before the Closing, provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond ten (10) days; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to timely give such notice to Buyer, Seller shall have been deemed to have given notice to Buyer under clause (b). Seller shall have no obligation to remove any title exceptions to which Buyer objects, provided however, that notwithstanding the foregoing, Seller shall remove, as of the Closing, all liens evidencing any deed of trust (and related documents) securing financing, all delinquent tax liens, all mechanics’ liens relating to work performed by Sellerterminate this Agreement, and all judgment liens against Seller. If Seller gives have the Deposit returned, or is deemed to have given notice under clause (b) above, Buyer shall have three (3) business days from the date on which withdraw such notice to Buyer is given or deemed given in which to notify Seller that Buyer will nevertheless proceed with the purchase objection and take accept title to the Property subject to such exceptions the title or that Buyer will terminate this Agreementsurvey matter in question without reduction of the Purchase Price. If Buyer fails does not exercise the right to timely give such noticeterminate this Agreement in accordance with this Section 5.5, then Buyer shall be deemed to have elected to proceed with the purchase and take approved title to the Property Property, subject to the title matter in question without reduction of the Purchase Price, and withdrawn such exceptionsobjection. If this Agreement In the event that any objection is terminated pursuant a mortgage or UCC Financing Statement granted by Sellers or a mechanic’s or materialmen’s lien or other encumbrance securing the payment in the aggregate of a readily ascertainable sum of money of up to $50,000.00, Sellers shall satisfy such defect(s) of record or, as an alternative to causing such defect(s) to be satisfied of record and provided that the foregoing provisions Title Company agrees to omit such defect(s) from the Title Policy: (i) bond or cause to be bonded such defect(s); (ii) deliver or cause to be delivered to Buyer or the Title Company, on the date of this Section 6.3.3 then the Closing, instruments in recordable form and sufficient to satisfy such defect(s) of record, together with the appropriate recording or filing costs; (iii) deposit or cause to be deposited with the Title Company sufficient monies, acceptable to and reasonably requested by the Title Company, to assure the obtaining and recording of a satisfaction of the defect(s); or (iv) subject to Buyer’s prior approval (not to be unreasonably withheld, conditioned or delayed), otherwise cause the Title Company to omit such defect(s) from the Title Policy. Notwithstanding the foregoing, neither party shall have notices of commencement of work to be performed by contractors or subcontractors engaged by the Occupancy Tenant and/or its subtenant(s) nor any further rights or obligations hereunder (except liens filed with respect to those matters expressly set forth any work performed by or on behalf of the Occupancy Tenant and/or its subtenant(s) shall constitute Defect(s) that Sellers must satisfy, except to survive the extent that such termination)liens have been filed or recorded with respect to work that has not been paid for by the Occupancy Tenant or its subtenant(s) due to Sellers’ failure to pay to the Occupancy Tenant or its subtenants, or to their respective contractors or subcontractors, as applicable, any tenant improvement allowance required to be provided by any of Sellers in accordance with the Deposit shall be returned to Buyer and each party shall bear its own costs incurred hereunderOccupancy Lease.

Subsequent Title Defects. Buyer mayIf, at or prior to Closing, notify Seller in writing (the “Subsequent Title Defects Notice”) of any objection(s) to title exceptions (a) raised by the Title Company between the expiration of the Title Review Period and the Closing, and (b) not disclosed by the Title Company or the Survey or otherwise known to Buyer prior subsequent to the expiration of the Title Review PeriodInspection Period and prior to Closing, provided that Buyer must notify Seller of such objection(s) to title within three (3) business days of being made Purchaser becomes aware of the existence of any encumbrances, encroachments, defects in or other matters affecting title, other than the Permitted Encumbrances and other than any delinquent taxes or assessments or any monetary liens or encumbrances arising by, through or under Seller which Seller is obligated to remove prior to Closing pursuant to Section 4(a), that render title to the Property unmarketable and are unacceptable to Purchaser, Purchaser shall as soon as practicable notify Seller in writing of such exception. If Buyer timely gives a Subsequent fact and the reasons therefor ("Purchaser's Title Defects Notice to Seller, Seller shall have two (2) business days after receipt of the Subsequent Title Defects Notice to notify Buyer (a) that Seller will remove such objectionable exceptions from title on or before the Closing, provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond ten (10) days; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to timely give such notice to Buyer, Seller shall have been deemed to have given notice to Buyer under clause (bObjections"). Seller shall have no the right but not the obligation to remove eliminate or otherwise cure Purchaser's Title Objections (which shall include causing the Title Company to "insure over" any title exceptions to which Buyer objectsPurchaser's Title Objections), provided however, that notwithstanding (i) Seller shall be obligated to cure any liens created by Seller after the foregoingdate hereof and (ii) if Seller receives notice of any Purchaser's Title Objections, Seller shall remove, notify Purchaser in writing within five (5) business days after its receipt thereof as of the Closing, all liens evidencing any deed of trust (to whether Seller intends to eliminate or cure Purchaser's Title Objections and related documents) securing financing, all delinquent tax liens, all mechanics’ liens relating to work performed by if Seller, and all judgment liens against Sellerin its sole discretion, elects to eliminate or cure Purchaser's Title Objections, Seller shall have the right to postpone the Closing for a period of up to thirty (30) days anything else in this Agreement to the contrary notwithstanding. If Seller gives is unable or is deemed unwilling to have given cure Purchaser's Title Objections, Purchaser (as its sole and exclusive remedy) may terminate this Agreement by notice under clause in writing to Seller on or before five (b) above, Buyer shall have three (35) business days following notice from Seller that it is unwilling or unable to cure or modify Purchaser's Title Objections, failing which Purchaser shall accept such title as Seller is able or willing to deliver without any reduction in the date on which such notice to Buyer is given or deemed given Purchase Price, in which to notify Seller that Buyer will nevertheless proceed with the purchase and take title to the Property subject to event such exceptions or that Buyer will terminate this Agreement. If Buyer fails to timely give such notice, Buyer uncured Purchaser's Title Objections shall be deemed to have elected to proceed with included in the purchase and take title to the Property subject to such exceptions. If this Agreement is terminated term "Permitted Encumbrances." Upon a termination pursuant to this Section, the foregoing provisions of this Section 6.3.3 then neither party parties shall have any no further rights or obligations hereunder (hereunder, except with respect to those matters which expressly set forth to survive such termination), and the Deposit shall be returned to Buyer and each party shall bear its own costs incurred hereunderPurchaser.

Subsequent Title Defects. Buyer may, at or prior to Closing, notify Seller in writing (the “Subsequent Title Defects Notice”"SUBSEQUENT TITLE DEFECTS NOTICE") of any objection(s) to title exceptions (a) raised by the Title Company between the expiration of the Title Review Period and the Closing, Closing and (b) not disclosed by the Title Company or the Survey or otherwise known to Buyer prior to the expiration of the Title Review Period, ; provided that Buyer must notify Seller of such objection(s) to title within three two (32) business days of being made aware of the existence of such exception. If Buyer timely gives a Subsequent Title Defects Notice to Seller, Seller shall have two (2) business days after receipt of the Subsequent Title Defects Notice to notify Buyer (a) that Seller will remove such objectionable exceptions from title on or before the Closing, ; provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond ten (10) days; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to timely give such notice to Buyer, Seller shall have been deemed to have given notice to Buyer under clause (b). Seller shall have no obligation to remove any title exceptions to which Buyer objects, provided however, that notwithstanding the foregoing, . The procurement by Seller shall remove, as of a commitment of the Closing, all liens evidencing Title Company for Buyer's Title Policy or an endorsement thereto insuring Buyer against any deed title exception which was disapproved pursuant to this Section 6.3.3 shall be deemed a cure by Seller of trust (and related documents) securing financing, all delinquent tax liens, all mechanics’ liens relating to work performed by Seller, and all judgment liens against Sellersuch disapproval. If Seller gives or is deemed to have given notice under clause (b) above, Buyer shall have three two (32) business days from the date on which such notice to Buyer is given or deemed given in which to notify Seller that Buyer will nevertheless proceed with the purchase and take title to the Property subject to such exceptions or that Buyer will terminate this Agreement. If Buyer fails to timely give such notice, Buyer shall be deemed to have elected to proceed with the purchase and take title to the Property subject to such exceptionsterminate this Agreement. If this Agreement is terminated pursuant to the foregoing provisions of this Section 6.3.3 then neither party shall have any further rights or obligations hereunder (except with respect to those matters expressly set forth to survive such termination), the Deposit shall be returned to Buyer and each party shall bear its own costs incurred hereunder.

Subsequent Title Defects. Buyer mayIf any matter affecting title to the Property, at other than any lien, encumbrance or prior to Closingother title exception resulting from any act or omission of Purchaser or of Blackbaud, notify Seller in writing (Inc., as tenant under the “Subsequent Title Defects Notice”) of any objection(s) to title exceptions (a) raised by Lease, arises after the Title Company between the expiration effective date of the Title Review Period and Commitment, then the Closing, and (b) not disclosed by the Title Company or the Survey or otherwise known to Buyer prior to the expiration of the Title Review Period, provided that Buyer following provisions will apply: 3.4.1 Purchaser must notify Seller of such objection(s) to title matter in writing within three (3) business days of being made aware of the existence of such exception. If Buyer timely gives a Subsequent Title Defects Notice to Seller, Seller shall have two (2) business days after receipt Business Days of Purchaser’s learning of such matter and, in any event, not later than Closing; 447401 PPAB 5645124v6 3.4.2 If the Subsequent Title Defects Notice to notify Buyer (a) that matter is one which was caused by an act or omission by Seller, then Seller will remove be obligated to cure such objectionable exceptions from title defect not later than Closing, by either discharging the matter by payment, or by causing Escrow Agent affirmatively to insure over the matter in form acceptable to Purchaser. 3.4.3 If the matter is not described in Section 3.4.2, and Seller does not elect to cure such matter by written notice to Purchaser on or before the Closingdate that is five (5) Business Days (“Seller’s Response Period”) after Seller’s receipt of Purchaser’s written notice under Section 3.4.1 (and Closing will be delayed as necessary to permit Seller such period of response), provided that then Purchaser must elect either (i) to terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money will be refunded in full to Purchaser and thereupon this Agreement will be null and void and of no further force and effect whatsoever, except for the terms of this Agreement which expressly survive termination of this Agreement; provided, however, Seller may extend condition the Closing for such period as shall be required refund of the ▇▇▇▇▇▇▇ Money upon the execution and delivery by Purchaser to effect such cureSeller of an instrument in recordable form that disclaims any and all continuing right, but not beyond ten (10) daystitle and interest in and to the Property; or (bii) that Seller elects not to cause waive such exceptions to be removed. If Seller fails to timely give such notice to Buyer, Seller shall have been deemed to have given notice to Buyer under clause (b). Seller shall have no obligation to remove any title exceptions to which Buyer objects, provided however, that notwithstanding the foregoing, Seller shall remove, as of the Closing, all liens evidencing any deed of trust (defect and related documents) securing financing, all delinquent tax liens, all mechanics’ liens relating to work performed by Seller, and all judgment liens against Seller. If Seller gives or is deemed to have given notice under clause (b) above, Buyer shall have three (3) business days from the date on which such notice to Buyer is given or deemed given in which to notify Seller that Buyer will nevertheless proceed with the purchase and take title to the Property subject to such exceptions or that Buyer will terminate this Agreement. If Buyer fails to timely give such notice, Buyer shall be deemed to have elected to proceed with the purchase and take title to the Property subject to such exceptions. If this Agreement is terminated Closing pursuant to the foregoing provisions terms and conditions of this Section 6.3.3 then neither party shall have Agreement without offset or other credit or adjustment to the Purchase Price, in which event such title defect will constitute a Permitted Exception and Purchaser waives any further rights or obligations hereunder (except claim against Seller with respect to those matters expressly set forth such title defect. If Purchaser elects to survive such terminationterminate pursuant to the preceding clause (i), Purchaser must provide Seller with prompt written notice of such election not later than five (5) Business Days after the Deposit shall expiration of Seller’s Response Period. A failure timely to make an affirmative election to terminate pursuant to the preceding clause (i) will be returned deemed an election pursuant to Buyer and each party shall bear its own costs incurred hereunderclause (ii) to waive such matter.

Subsequent Title Defects. Buyer may, at or prior to Closing, notify Seller in writing (the “Subsequent Title Defects Notice”"SUBSEQUENT TITLE DEFECTS NOTICE") of any objection(s) to title exceptions (a) raised by the Title Company between the expiration of the Title Review Period Effective Date and the Closing, Closing and (b) not disclosed by the Title Company or the Survey or otherwise known to Buyer prior to the expiration of the Title Review PeriodEffective Date, provided that Buyer must notify Seller of such objection(s) to title within three two (32) business days of being made aware of the existence of such exception. If Buyer timely gives a Subsequent Title Defects Notice to Seller, Seller shall have two (2) business days after receipt of the Subsequent Title Defects Notice to notify Buyer (a) that Seller will remove such objectionable exceptions from title on or before the Closing, provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond ten (10) days; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to timely give such notice to Buyer, Seller shall have been deemed to have given notice to Buyer under clause (b). Seller shall have no obligation to remove any title exceptions to which Buyer objects, ; provided however, that notwithstanding the foregoing, Seller shall remove, as of the Closing, all liens evidencing any deed of trust (and related documents) securing financing, all delinquent tax liens, all mechanics’ ' liens relating to work performed by Seller, arising under Seller and all judgment liens liens. The procurement by Seller of a commitment of the Title Company for Buyer's Title Policy or an endorsement thereto insuring Buyer against Sellerany title exception which was disapproved pursuant to this Section 6.3.3 shall be deemed a cure by Seller of such disapproval. If Seller gives or is deemed to have given notice under clause (b) above, Buyer shall have three two (32) business days from the date on which such notice to Buyer is given or deemed given in which to notify Seller that Buyer will nevertheless proceed with the purchase and take title to the Property subject to such exceptions or that Buyer will terminate this Agreement. If Buyer fails to timely give such notice, Buyer shall be deemed to have elected to proceed with the purchase and take title to the Property subject to such exceptions. If this Agreement is terminated pursuant to the foregoing provisions of this Section 6.3.3 6.3.3, then neither party shall have any further rights or obligations hereunder (except with respect to those matters expressly set forth to survive such termination), the Deposit shall be returned to Buyer and each party shall bear its own costs incurred hereunder.

Subsequent Title Defects. Buyer may, at In the event any material and adverse matter affecting title to the Property arises or prior is first disclosed to Closing, notify Seller in writing (the “Subsequent Title Defects Notice”) of any objection(s) to title exceptions (a) raised by the Title Company between Purchaser after the expiration of the Title Review Period and the ClosingInspection Period, and (b) Purchaser did not disclosed have notice of such matter, nor was such matter filed in the public real estate records or would have been shown by the Title Company or the Survey or otherwise known to Buyer prior to the expiration a current survey as of the Title Review end of the Inspection Period, provided that Buyer then the following provisions will apply: (a) Purchaser must notify Seller of such objection(s) to title matter in writing within three two (32) business days of being made aware of the existence Purchaser’s learning of such exception. matter and, in any event, not later than Closing; (b) If Buyer timely gives the matter is one which was caused by an act or omission by Seller and can be cured solely by the payment of money, then Seller will be obligated to cure such title defect not later than Closing, by either discharging the matter by payment, posting a Subsequent Title Defects Notice bond for payment, or by causing Purchaser’s title insurer affirmatively to insure over the matter; provided, however, Seller’s aggregate liability with respect to matters subject to this Section 3.3(b) will not exceed the sum of $25,000; provided further, however, Seller shall have be required so to cure any such matter constituting (a) liens and security interests securing any loan to Seller and any other liens or security interests created by documents executed by Seller to secure monetary obligations, other than liens for ad valorem taxes and assessments for the current calendar year, (b) any liens or encumbrances resulting from Seller’s intentional breach of its covenant not to encumber the Property pursuant to Section 7.2 hereof and (c) the recorded Declaration between Seller and M.▇. ▇▇▇▇▇▇▇ & CO KGaA with respect to the Property. (c) In the event the matter is not described in Section 3.3(b), above, and Seller does not elect to cure such matter by written notice to Purchaser within five (5) business days (“Seller’s Response Period”) of Seller’s receipt of Purchaser’s notice under Section 3.3(a) (and Closing will be delayed as necessary to permit Seller such period of response), then Purchaser must elect either (i) to terminate this Agreement, in which case the E▇▇▇▇▇▇ Money will be refunded in full to Purchaser and thereupon this Agreement will be null and void and of no further force and effect whatsoever, except for the terms of this Agreement which expressly survive termination by Purchaser; provided, however, Seller may condition the refund of the E▇▇▇▇▇▇ Money upon the execution and delivery by Purchaser to Seller of an instrument in recordable form that disclaims any and all continuing right, title and interest in and to the Property; or (ii) to waive such title defect and proceed with Closing pursuant to the terms and conditions hereof without offset or other credit or adjustment to the Purchase Price, in which event such title defect will constitute a Permitted Exception and Purchaser waives any claim against Seller with respect to such title defect. In the event Purchaser elects to terminate pursuant to the preceding clause (i), Purchaser must provide Seller with prompt written notice of such election not later than two (2) business days after receipt the expiration of the Subsequent Title Defects Notice Seller’s Response Period. A failure timely to notify Buyer (a) that Seller will remove such objectionable exceptions from title on or before the Closing, provided that Seller may extend the Closing for such period as shall be required make an affirmative election to effect such cure, but not beyond ten (10) days; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to timely give such notice to Buyer, Seller shall have been deemed to have given notice to Buyer under clause (b). Seller shall have no obligation to remove any title exceptions to which Buyer objects, provided however, that notwithstanding the foregoing, Seller shall remove, as of the Closing, all liens evidencing any deed of trust (and related documents) securing financing, all delinquent tax liens, all mechanics’ liens relating to work performed by Seller, and all judgment liens against Seller. If Seller gives or is deemed to have given notice under clause (b) above, Buyer shall have three (3) business days from the date on which such notice to Buyer is given or deemed given in which to notify Seller that Buyer will nevertheless proceed with the purchase and take title to the Property subject to such exceptions or that Buyer will terminate this Agreement. If Buyer fails to timely give such notice, Buyer shall be deemed to have elected to proceed with the purchase and take title to the Property subject to such exceptions. If this Agreement is terminated pursuant to the foregoing provisions of this Section 6.3.3 then neither party shall have any further rights or obligations hereunder preceding clause (except with respect i) will be deemed an election pursuant to those matters expressly set forth clause (ii) to survive waive such termination), the Deposit shall be returned to Buyer and each party shall bear its own costs incurred hereundermatter.

Subsequent Title Defects. Buyer mayIf this Contract continues in effect after ------------------------ December 8, at 1997, and any update or prior endorsement to Closing, notify Seller in writing the Title Commitment discloses defects or exceptions (the “Subsequent "New Exceptions") which were not disclosed to Buyer before noon on December 8, 1997 and which are not Permitted Exceptions and Buyer objects to any such New Exceptions, Buyer shall give Seller notice of the New Exceptions to which Buyer objects promptly, and in any event, within five business days after the receipt of the update or endorsement to the Title Defects Notice”Commitment first disclosing such New Exceptions. Any and all New Exceptions affecting all or any portion of the Property disclosed by any such update or endorsement to the Commitment (as exceptions, requirements, or otherwise) which are not objected to by Buyer in such a notice from Buyer to Seller given within the applicable period of time shall be deemed accepted by Buyer as Permitted Exceptions and shall be listed in the Deed as exceptions to the warranty of title contained in the Deed. In the event Buyer notifies Seller of any objection(s) New Exceptions shown by the Commitment or by the Survey which are not accepted, and have not previously been accepted, by Buyer as Permitted Exceptions, Seller may cure such New Exceptions in a manner reasonably acceptable to title exceptions (a) raised by Buyer; provided that Seller shall not be obligated hereby to cure any such defects or to incur any expense in connection with any such cure. For purposes hereof, a New Exception shall be deemed cured if the Title Company between deletes the expiration same from the Title Commitment. If each of the Title Review Period and the Closing, and (b) New Exceptions so objected to by Buyer has not disclosed by the Title Company or the Survey or otherwise known to Buyer prior to the expiration of the Title Review Period, provided that Buyer must notify Seller of such objection(s) to title within three (3) business days of being made aware of the existence of such exception. If Buyer timely gives a Subsequent Title Defects Notice to Seller, Seller shall have two (2) business days after receipt of the Subsequent Title Defects Notice to notify Buyer (a) that Seller will remove such objectionable exceptions from title been cured on or before the Closing, provided that Buyer may, by written notice delivered to Seller may extend on or before the Closing for such period as shall be required to effect such cureClosing, but not beyond ten either (10a) days; terminate this Agreement or (b) that Seller elects not to cause waive such exceptions to be removed. If Seller fails to timely give such notice to Buyer, Seller shall have been deemed to have given notice to Buyer under clause (b). Seller shall have no obligation to remove any title exceptions to which Buyer objects, provided however, that notwithstanding New Exceptions and accept the foregoing, Seller shall remove, same as of the Closing, all liens evidencing any deed of trust (and related documents) securing financing, all delinquent tax liens, all mechanics’ liens relating to work performed by Seller, and all judgment liens against Seller. If Seller gives or is deemed to have given notice under clause (b) above, Buyer shall have three (3) business days from the date on which such notice to Buyer is given or deemed given in which to notify Seller that Buyer will nevertheless proceed with the purchase and take title to the Property subject to such exceptions or that Buyer will terminate this AgreementPermitted Exceptions. If Buyer fails does not notify Seller of its decision to timely give such noticeterminate or waive at or before the Closing, Buyer shall be deemed to have elected to proceed with the purchase and take title to the Property subject waived its objection to such exceptions. If this Agreement is terminated pursuant New Exceptions and to the foregoing provisions of this Section 6.3.3 then neither party shall have any further rights or obligations hereunder (except with respect to those matters expressly set forth to survive accepted such termination), the Deposit shall be returned to Buyer and each party shall bear its own costs incurred hereunderNew Exceptions as Permitted Exceptions.

Subsequent Title Defects. Buyer mayIf, at or subsequent to the Effective Date and prior to Closing, notify Seller in writing (the “Subsequent Title Defects Notice”) of any objection(s) to title exceptions (a) raised by the Title Company between the expiration of the Title Review Period and the Closing, and (b) not disclosed by the Title Company or the Survey or otherwise known to Buyer prior to the expiration of the Title Review Period, provided that Buyer must notify Seller of such objection(s) to title within three (3) business days of being made aware is notified of the existence of any encumbrance, encroachment, defect or other matter materially and adversely affecting title to the Real Property, other than the Permitted Exceptions and other than any delinquent taxes or assessments or any monetary liens or encumbrances created by, through or under Seller (which Seller is obligated to remove prior to Closing pursuant to Section 3.2(a)) (a “Subsequent Defect”), Seller will use such exceptionefforts and will expend such amount as it may, in its sole judgment, deem appropriate to remove or cure such Subsequent Defect prior to Closing. Seller will have no obligation, however, to cure any Subsequent Defect, except for any Non-Permitted Exceptions which Seller shall cause to be removed of record. If Buyer timely gives a Seller does not or is unable to so remove or cure all Subsequent Title Defects Notice prior to SellerClosing (other than any Non-Permitted Exceptions, which Seller shall have two (2) business days after receipt cause to be removed of the Subsequent Title Defects Notice to notify Buyer record), Purchaser may (a) that waive all such uncured Subsequent Defects and accept such title as Seller will remove such objectionable exceptions from title on or before is able to convey as of Closing without a reduction in the Closing, provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond ten (10) daysPurchase Price; or (b) that terminate this Agreement, whereupon the Escrow Agent will return the Deposit to Purchaser and all parties will be relieved of any further obligations hereunder, except for those obligations which expressly survive any termination hereof; provided, however, if the Subsequent Defect is caused by Seller elects not to cause such exceptions to be removed. If or within Seller’s reasonable control and permitted by Seller and then Seller fails to timely give cure and/or remove of record such notice to BuyerSubsequent Defect, then Seller shall have been deemed to have given notice to Buyer under clause reimburse Purchaser for Purchaser’s actual out of pocket third (b). Seller shall have no obligation to remove any title exceptions to which Buyer objects3rd) party expenses including attorney’s fees, provided howeverengineering fees, that notwithstanding consultant’s fees, environmental fees, loan application fees, rate lock fees, lender fees, appraisal fees, and other costs incurred in connection with the foregoing, Seller shall remove, as potential acquisition and financing of the ClosingProperty, all liens evidencing any deed the inspection and review of trust (and related documents) securing financing, all delinquent tax liens, all mechanics’ liens relating to work performed by Seller, and all judgment liens against Seller. If Seller gives or is deemed to have given notice under clause (b) above, Buyer shall have three (3) business days from the date on which such notice to Buyer is given or deemed given in which to notify Seller that Buyer will nevertheless proceed with the purchase and take title to the Property subject to such exceptions or that Buyer will terminate this Agreement. If Buyer fails to timely give such notice, Buyer shall be deemed to have elected to proceed with and the purchase and take title to the Property subject to such exceptions. If negotiation of this Agreement is terminated pursuant to the foregoing provisions of this Section 6.3.3 then neither party shall have any further rights or obligations hereunder (except with respect to those matters expressly set forth to survive such termination“Purchaser’s Out-of-Pocket Expenses”), the Deposit shall be returned up to Buyer and each party shall bear its own costs incurred hereundera maximum amount not to exceed One Hundred Fifty Thousand ($150,000.00) Dollars.

Subsequent Title Defects. Buyer may, at or prior to Closing, notify Seller in writing (the “Subsequent Title Defects Notice”"SUBSEQUENT TITLE DEFECTS NOTICE") of any objection(s) to title exceptions (a) raised by the Title Company between the expiration of the Title Review Period and the Closing, Closing and (b) not disclosed by the Title Company or the Survey or otherwise known to Buyer prior to the expiration of the Title Review Period, provided that Buyer must notify Seller of such objection(s) to title within three two (32) business days of being made aware of the existence of such exception. If Buyer timely gives a Subsequent Title Defects Notice to Seller, Seller shall have two (2) business days after receipt of the Subsequent Title Defects Notice to notify Buyer (a) that Seller will remove such objectionable exceptions from title on or before the Closing, provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond ten (10) days; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to timely give such notice to Buyer, Seller shall have been deemed to have given notice to Buyer under clause (b). Seller shall have no obligation to remove any title exceptions to which Buyer objects, provided however, that notwithstanding the foregoing, Seller shall remove, as of the Closing, all liens evidencing any deed of trust (and related documents) securing financing, all delinquent tax liens, all mechanics’ liens relating . The procurement by Seller of a commitment of the Title Company for Buyer's Title Policy or an endorsement thereto insuring Buyer against any title exception which was disapproved pursuant to work performed this Section 6.3.3 shall be deemed a cure by Seller, and all judgment liens against SellerSeller of such disapproval. If Seller gives or is deemed to have given notice under clause (b) above, Buyer shall have three two (32) business days from the date on which such notice to Buyer is given or deemed given in which to notify Seller that Buyer will nevertheless proceed with the purchase and take title to the Property subject to such exceptions or that Buyer will terminate this Agreement. If Buyer fails to timely give such notice, Buyer shall be deemed to have elected to proceed with the purchase and take title to the Property subject to such exceptions. If this Agreement is terminated pursuant to the foregoing provisions of this Section 6.3.3 then neither party shall have any further rights or obligations hereunder (except with respect to those matters expressly set forth to survive such termination), the Deposit shall be returned to Buyer and each party shall bear its own costs incurred hereunder.

Subsequent Title Defects. Buyer Purchaser may, at or prior to Closing, notify Seller in writing (the “Subsequent Title Defects Notice”) of any objection(s) to title exceptions (a) first raised by the Title Company between the expiration of the Title Review Period and the Closing, and (b) not disclosed by the Title Company Commitment or the Survey Survey, and (c) which have not been created by or otherwise known to Buyer prior to with the expiration written consent of the Title Review PeriodPurchaser, provided that Buyer Purchaser must notify Seller and the Title Company of such objection(s) to title within three five (35) business days Business Days of being made aware of the existence of such exception. If Buyer timely Purchaser gives a Subsequent Title Defects Notice to SellerSeller and the Title Company, Seller shall have two (2) business days Business Days after receipt of the Subsequent Title Defects Notice to notify Buyer Purchaser (a) that Seller will remove such objectionable exceptions from title on or before the Closing, provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond ten thirty (1030) days; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to timely give such notice to BuyerPurchaser, Seller shall have been deemed to have given notice to Buyer Purchaser under clause (b). Seller shall have no obligation to remove any title exceptions to which Buyer objects, provided however, set forth in the Subsequent Title defects Notice except that notwithstanding the foregoing, Seller shall remove, as be obligated to remove Monetary Liens. The procurement by Seller of a commitment of the ClosingTitle Company for Purchaser’s Title Policy or an endorsement thereto insuring Purchaser and its lender, all liens evidencing if any, against any deed title exception which was disapproved pursuant to this Section 4.1.1(d) shall be deemed a cure by Seller of trust (and related documents) securing financing, all delinquent tax liens, all mechanics’ liens relating to work performed by Seller, and all judgment liens against Sellersuch disapproval. If Seller gives or is deemed to have given notice under clause (b) above, Buyer Purchaser shall have three five (35) business days Business Days from the date on which such notice to Buyer Purchaser is given or deemed given in which to notify Seller that Buyer Purchaser will nevertheless proceed with the purchase and take title to the Property subject to such exceptions or that Buyer Purchaser will terminate this Agreement. If Buyer Purchaser fails to timely give such notice, Buyer Purchaser shall be deemed to have elected to proceed with the purchase and take title to the Property subject to such exceptions. If this Agreement is terminated pursuant to the foregoing provisions of this Section 6.3.3 4.1.1(d) then neither party shall have any further rights or obligations hereunder (except with respect to those matters expressly set forth to survive such terminationthe Surviving Obligations), the Deposit shall be returned to Buyer Purchaser, and each party shall bear its own costs incurred hereunder.

Subsequent Title Defects. Buyer may, at or prior to Closing, notify Seller in writing (the “Subsequent Title Defects Notice”"SUBSEQUENT TITLE DEFECTS NOTICE") of any objection(s) to title exceptions (a) raised by the Title Company between the expiration of the Title Review Period and the Closing, Closing and (b) not disclosed by the Title Company or the Survey or otherwise known to Buyer prior to the expiration of the Title Review Period, provided that Buyer must notify Seller of such objection(s) to title within three two (32) business days of being made aware of the existence of such exception. If Buyer timely gives a Subsequent Title Defects Notice to Seller, Seller shall have two (2) business days after receipt of the Subsequent Title Defects Notice to notify Buyer (a) that Seller will remove such 9 objectionable exceptions from title on or before the Closing, provided that Seller may extend the Closing for such period as shall be required to effect such cure, but not beyond ten (10) days; or (b) that Seller elects not to cause such exceptions to be removed. If Seller fails to timely give such notice to Buyer, Seller shall have been deemed to have given notice to Buyer under clause (b). Seller shall have no obligation to remove any title exceptions to which Buyer objects, provided however, that notwithstanding the foregoing, . The procurement by Seller shall remove, as of a commitment of the Closing, all liens evidencing Title Company for Buyer's Title Policy or an endorsement thereto insuring Buyer against any deed title exception which was disapproved pursuant to this Section 6.3.3 shall be deemed a cure by Seller of trust (and related documents) securing financing, all delinquent tax liens, all mechanics’ liens relating to work performed by Seller, and all judgment liens against Sellersuch disapproval. If Seller gives or is deemed to have given notice under clause (b) above, Buyer shall have three two (32) business days from the date on which such notice to Buyer is given or deemed given in which to notify Seller that Buyer will nevertheless proceed with the purchase and take title to the Property subject to such exceptions or that Buyer will terminate this Agreement. If Buyer fails to timely give such notice, Buyer shall be deemed to have elected to proceed with the purchase and take title to the Property subject to such exceptions. If this Agreement is terminated pursuant to the foregoing provisions of this Section 6.3.3 then neither party shall have any further rights or obligations hereunder (except with respect to those matters expressly set forth to survive such termination), the Deposit shall be returned to Buyer and each party shall bear its own costs incurred hereunder.