Common use of Title and Survey Matters Clause in Contracts

Title and Survey Matters. As promptly as reasonably possible, but in any event within twenty (20) days after the Effective Date Buyer shall obtain, at Seller's expense: (i) a commitment (the "Title Commitment") for an ALTA Owner's Title Insurance Policy showing title to the Real Property in Seller, dated not earlier than the Effective Date and proposing to insure Buyer in the amount of the Purchase Price, issued by the Title Company or another title insurance company reasonably acceptable to Buyer, and (ii) a current "as-built" survey for the Property (the "Updated Survey") with the seal and signature thereon of an engineer or surveyor registered in the State of California, which survey shall (a) include and show the metes and bounds description of all parcels comprising the Premises, (b) indicate that all parcels comprising the Premises are contiguous, (c) be certified to Seller, Buyer and the Title Company, (d) show the location and dimension together with recording information of all easements which encumber or are appurtenant to the Premises, and whether the same are encroached upon by the Improvements or shall interfere with the use of, or access to, the Premises and the Improvements thereon, or cross the property of others in the absence of properly recorded easements therefor, (e) show the location and dimension of the Improvements (including the location and number of any parking spaces), (f) indicate whether there exists any violation of height and building restrictions and setback and parking requirements, (g) be accompanied by a certificate from the Surveyor substantially in the form attached as Exhibit "C" hereto (or as otherwise reasonably acceptable to Buyer), (h) comply with ALTA standards, and (i) be dated not earlier than the Effective Date. If the Title Commitment or Updated Survey discloses matters which are not permitted pursuant to Section 4.1 and/or to which Buyer objects, Buyer shall give written notice specifying such objections to Seller within thirty (30) days after its receipt of the Title Commitment, copies of all of the underlying title documents, and the Updated Survey. Buyer's failure to give a notice of objection within such thirty (30) day period shall be conclusively deemed to constitute approval of the Title Commitment and Updated Survey by Buyer. Seller shall have thirty (30) days after the date of receipt of Buyer's written notice to remove any such matters from title or the Updated Survey, as the case may be, or to have the Title Company waive such matters or commit to insure for the full amount of the policy against loss or damage that may be occasioned by such matters; provided, however, that except with respect to monetary liens or encumbrances, Seller shall be under no obligation to do so. If Seller (in its sole discretion) elects not to have such matters removed, waived or committed to be insured over within such thirty (30) day period, Seller shall so notify Buyer, and Buyer may (i) terminate this Agreement upon written notice given to Seller within five (5) business days after Buyer's receipt of such notice from Seller, or (ii) elect, by written notice given to Seller within five (5) business days after Buyer's receipt of such notice from Seller, to take title to the Property as it then is without any set-off or deduction of any kind against the Purchase Price. If Seller does not receive written notice of Buyer's election to terminate this Agreement within five (5) days after Buyer's receipt of such notice from Seller, then Buyer shall be conclusively presumed to have elected to take title as it then is, as provided above. If this Agreement is terminated by Buyer as provided above in this Section 4.2, then Escrow Holder shall return the Deposit to Buyer, Seller shall pay any cancellation fees of Escrow Holder, and neither party shall have any further obligations hereunder to the other except pursuant to any provision hereof which expressly survives the termination of this Agreement. In the event that Seller elects, in its sole discretion, to cure any title or survey matter to which Buyer has objected, then the parties agree to postpone the expiration of the Due Diligence Period and the Closing Date for a reasonable period, not to exceed thirty (30) days, if required to enable Seller to complete the cure of such matter.

Title and Survey Matters. As promptly as reasonably possible, but in any event within twenty Within five (205) days after following the Effective Date Buyer shall obtainof this Agreement, Seller shall, at Seller's ’s sole cost and expense: , furnish to Buyer a title report or commitment issued by the Escrow Agent (the “Title Commitment”) with respect to the Property (with copies of all instruments listed as exceptions to title). Seller has previously provided to Buyer a copy of Seller’s most recent existing boundary survey of the Property and a copy of the plat of the Property (collectively, the “Existing Survey”). Buyer may elect, at Buyer’s sole cost and expense (subject to Section 8.2), to obtain an updated survey of the Property showing, among other things, the Improvements (the “Updated Survey”). Buyer shall have until (i) a commitment (April 16, 2013 as to the "Title Commitment") for an ALTA Owner's Title Insurance Policy showing title , any exceptions to coverage set forth therein and the Real Property in Seller, dated not earlier than the Effective Date and proposing to insure Buyer in the amount of the Purchase Price, issued by the Title Company or another title insurance company reasonably acceptable to BuyerExisting Survey, and (ii) a current "as-built" survey for the Property later of April 16, 2013 or five (5) days after receipt of the "Updated Survey") with the seal and signature thereon of an engineer or surveyor registered , as to matters shown in the State Updated Survey that were not shown in the Existing Survey, to approve or disapprove matters disclosed thereby and to give written notice to Seller of Californiaany disapproval thereof, which survey indicating in reasonable detail the nature and reasons for Buyer’s objection; and failure to give such notice of disapproval shall (a) include and show the metes and bounds description constitute Buyer’s approval of all parcels comprising such matters. In the Premises, (b) indicate that all parcels comprising the Premises are contiguous, (c) be certified to Seller, event Buyer and the Title Company, (d) show the location and dimension together with recording information so notifies Seller of all easements which encumber or are appurtenant to the Premises, and whether the same are encroached upon by the Improvements or shall interfere with the use of, or access to, the Premises and the Improvements thereon, or cross the property Buyer’s disapproval of others in the absence of properly recorded easements therefor, (e) show the location and dimension of the Improvements (including the location and number of any parking spaces), (f) indicate whether there exists any violation of height and building restrictions and setback and parking requirements, (g) be accompanied by a certificate from the Surveyor substantially in the form attached as Exhibit "C" hereto (or as otherwise reasonably acceptable to Buyer), (h) comply with ALTA standards, and (i) be dated not earlier than the Effective Date. If the Title Commitment or Updated Survey discloses matters which are not permitted pursuant survey matters, Seller may elect (but shall have no obligation whatsoever) to Section 4.1 and/or attempt to which Buyer objects, Buyer shall give written notice specifying such objections to Seller cure any disapproved matter within thirty (30) days after its from receipt of such notice (the “Title CommitmentCure Period”), copies of all of in which event the underlying title documentsClosing, and the Updated Survey. Buyer's failure if it otherwise is scheduled to give a notice of objection within such thirty (30) day period occur earlier, shall be conclusively deemed to constitute approval extended until the earlier of the Title Commitment and Updated Survey by Buyer. Seller shall have thirty (30) days after the date of receipt of such notice or five (5) business days after such matter is cured. Within five (5) business days after receiving Buyer's written ’s notice (the “Seller’s Title Notice Period”), Seller shall notify Buyer if Seller intends to remove attempt to effectuate such cure; provided that Seller shall be obligated to remove, pay and/or satisfy prior at Closing any such matters from title liens against the Property granted or caused by Seller and any mechanic’s or materialman’s lien not caused by Buyer or its agents or any judgment docketed, filed or recorded against the Updated Survey, as the case may be, or to have the Title Company waive such matters or commit to insure for the full amount of the policy against loss or damage that may be occasioned by such mattersProperty; provided, however, any lien or judgment filed or recorded against the Property may be satisfied for the purposes hereof by “insuring around” or providing a surety bond that except with respect is sufficient to monetary liens or encumbrancesallow the Title Company to issue the Owner Policy of Title Insurance without exceptions for such matters. Notwithstanding the foregoing, Seller shall not be under no obligation obligated to do so. If Seller (satisfy at closing any liens against the Property for a liquidated amount that are in its sole discretionexcess of $200,000 other than any mortgage(s) elects not to have such matters removedor other security instruments encumbering the Property which shall be paid in full from the proceeds of the sale unless, waived or committed to be insured over within such thirty (30) day period, Seller shall so notify with the consent of Buyer, and the mortgage is assumed or transferred to Buyer. In the event that Seller fails to give such notice of its intention to attempt to effectuate such cure within Seller’s Title Notice Period or give Buyer may (i) terminate this Agreement upon written notice given that Seller will not attempt to Seller effectuate such cure, Buyer may, within five (5) business days after Buyer's receipt the expiration of such the Seller’s Title Notice Period, terminate this Agreement by notice from Seller, or (ii) elect, by written notice given to Seller in which event the Deposit shall be returned to Buyer, provided if Buyer does not so terminate this Agreement within five (5) business days after Buyer's receipt the expiration of the Seller’s Title Notice Period, Buyer shall be deemed to have waived objection to any such notice from SellerTitle Commitment or survey matters and agreed to accept title subject thereto, to take title to the Property as it then is without any set-off or deduction of any kind against reduction in the Purchase Price. If In the event Seller does not receive written gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure (in a manner reasonably acceptable to Buyer's election ) within the Title Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within prior to Closing, in which event the Deposit shall be returned to Buyer; provided if Buyer does not so terminate this Agreement prior to Closing, Buyer shall be deemed to have waived objection to any such Title Commitment or survey matters and agreed to accept title subject thereto, without reduction in the Purchase Price. If, (i) as the result of any change or event occurring after the date of the initial Title Commitment (other than a change resulting from Seller’s cure of objection previously made by Buyer), the Escrow Agent issues any update to the Title Commitment to add or modify, in any material respects, requirements or exceptions or to modify, in any material respects, the conditions to obtaining any endorsement requested by Buyer, or (ii) as the result of any change or event occurring after the date of the Updated Survey (other than a change resulting from Seller’s cure of objection previously made by Buyer), the surveyor modifies the Updated Survey in any material respect, then Buyer shall promptly notify Seller of any objections to such revisions, but in no event later than five (5) business days after Buyer's ’s receipt of such notice from Sellersaid update, then Buyer shall be conclusively presumed to have elected to take title as it then isin which event the same procedures for response, cure, extension of Closing, termination and waiver set forth above, as provided above. If this Agreement is terminated by Buyer as provided above in this Section 4.2applicable, then Escrow Holder shall return the Deposit apply to Buyer, Seller shall pay any cancellation fees of Escrow Holder, and neither party shall have any further obligations hereunder to the other except pursuant to any provision hereof which expressly survives the termination of this Agreement. In the event that Seller elects, in its sole discretion, to cure any title or survey matter to which Buyer has objected, then the parties agree to postpone the expiration of the Due Diligence Period and the Closing Date for a reasonable period, not to exceed thirty (30) days, if required to enable Seller to complete the cure of such matternew objections.

Title and Survey Matters. As promptly Within fourteen (14) business days from the date hereof, the Shareholders shall use reasonable efforts to cause the Corporation to furnish to the Buyer current title commitments (collectively, the “Title Commitment”) issued by LandAmerica or Lawyers Title Insurance Corporation (the “Title Company”) together with copies of all exceptions to title referenced therein. The Title Commitment shall set forth the state of title to the Owned Properties, the Shareholder Premises and the Leased Premises identified on Section 7.12 of the Disclosure Schedule (collectively, the “Insured Properties”), together with all exceptions or conditions to such title, including, without limitation, all easements, restrictions, rights-of-way, covenants, reservations, and all other encumbrances affecting the Insured Properties, which would appear in an owner’s or leasehold owners’ title policy, if issued. The Title Commitment shall contain the express commitment of the Title Company to issue one or more owners’ or leasehold owners’ title policies (collectively, the “Title Policy”) to the Company on the current ALTA Form 2006 in amounts as reasonably possiblethe Buyer may determine not in excess of the fair market value of such Owned Properties and such Leased Properties (including all improvements located thereon), but in any event within twenty (20) days after subject to the Effective Date Buyer shall obtainPermitted Encumbrances. Each Title Policy delivered pursuant to this Agreement shall, at Seller's expense: Buyer’s election, and to the extent legally permissible and commercially available, (i) insure title to the Insured Properties and all recorded easements benefiting such Insured Properties as of the date of Closing or the recording of any subsequent deed or article of merger, whichever occurs last, (ii) contain an “extended coverage endorsement” insuring over the general exceptions contained customarily in such policies, (iii) contain an ALTA Zoning Endorsement 3.1 (or equivalent), (iv) contain an endorsement insuring that the Insured Properties described in the title insurance policy is the same real estate as shown on the Survey delivered with respect to such property, (v) contain an endorsement insuring that each street adjacent to the real property is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the Real Property, (vi) if the Real Property consists of more than one record parcel, contain a “contiguity” endorsement insuring that all of the record parcels are contiguous to one another, (vii) contain a “non imputation” endorsement to the effect that title defects known to the officers, directors, and stockholders of the owner prior to the Closing shall not be deemed “facts known to the insured” for purposes of the policy, and (viii) contain an endorsement insuring against loss or damage sustained by the non-availability of utilities. The insurance premium, costs for each Title Policy shall be a Transaction Expense. The inability of the Title Company to issue a zoning endorsement on a Title Commitment due to either (i) a commitment (the "Title Commitment") for an ALTA Owner's Title Insurance Policy showing title to the Real Property in Seller, dated not earlier than the Effective Date and proposing to insure Buyer in the amount legal non conforming use of the Purchase Price, issued by the Title Company such property or another title insurance company reasonably acceptable to Buyer, and (ii) shall not be grounds for objection by Buyer provided that the failure to issue such an endorsement is not due to immaterial non-compliance with applicable zoning laws and regulations shall not be grounds for objection by Buyer. No later than fourteen (14) business days prior to the Closing Date, the Buyer shall use reasonable efforts to obtain copies of one or more plats of survey of each Insured Property (whether one or more, the “Survey”) prepared by a land surveyor or engineer licensed in the state in which the Insured Property is located. The Survey shall, at Buyer’s election, (i) be currently dated (which may include a current "asre-built" certification of a previously prepared survey for the Property plat); (the "Updated Survey") with the seal and signature thereon of an engineer or surveyor registered in the State of California, which survey shall (a) include and show the metes and bounds description of all parcels comprising the Premises, (b) indicate that all parcels comprising the Premises are contiguous, (c) be certified to Seller, Buyer and the Title Company, (dii) show the location on the Insured Property of all improvements, fences, evidences of abandoned fences, lakes, ponds, creeks, streams, rivers, easements, roads, and dimension together with right-of-way; (iii) identify all easements and rights-of-way by reference to the recording information of all easements which encumber or are appurtenant applicable to the Premisesdocuments creating such easements or rights-of-way; (iv) show any encroachments onto the Insured Properties from any adjacent property, any encroachments from the Insured Property onto adjacent property, and whether any encroachments into any easement or restricted area within the same are encroached upon by the Improvements or shall interfere with the use ofInsured Property (v) locate all existing improvements (such as buildings, or access topower lines, the Premises and the Improvements thereon, or cross the property of others in the absence of properly recorded easements therefor, (e) show the location and dimension of the Improvements (including the location and number of any parking spaces), (f) indicate whether there exists any violation of height and building restrictions and setback and parking requirements, (g) be accompanied by a certificate from the Surveyor substantially in the form attached as Exhibit "C" hereto (or as otherwise reasonably acceptable to Buyer), (h) comply with ALTA standards, and (i) be dated not earlier than the Effective Date. If the Title Commitment or Updated Survey discloses matters which are not permitted pursuant to Section 4.1 and/or to which Buyer objects, Buyer shall give written notice specifying such objections to Seller within thirty (30) days after its receipt of the Title Commitment, copies of all of the underlying title documentsfences, and the Updated Survey. Buyer's failure like); (vi) locate all dedicated public streets or other roadways providing access to give the Insured Property, including all curb cuts and all alleys; (vii) locate all set-back lines and similar restrictions covering the Insured Property or any part thereof and any violations of such restrictions; (viii) show thereon a notice of objection within such thirty (30) day period shall be conclusively deemed to constitute approval legal description of the Title Commitment and Updated Survey by Buyer. Seller shall have thirty (30) days after the date of receipt of Buyer's written notice to remove any such matters from title or the Updated Survey, as the case may be, or to have the Title Company waive such matters or commit to insure for the full amount boundaries of the policy against loss Insured Property by metes and bounds or damage that may be occasioned by other appropriate legal description; and (ix) include such matters; providedother information found on ALTA/ACSM Table A items 1-4, however, that except with respect to monetary liens or encumbrances, Seller shall be under no obligation to do so. If Seller (in its sole discretion) elects not to have such matters removed, waived or committed to be insured over within such thirty (30) day period, Seller shall so notify Buyer6-11, and 13-16. The Survey shall otherwise be in accordance with current ALTA/ACSM Minimum Standards Detail Requirements. Each Survey will be approved by Buyer may (i) terminate this Agreement upon written notice given to Seller within five (5) business days after Buyer's receipt of such notice from Seller, or (ii) elect, by written notice given to Seller within five (5) business days after Buyer's receipt of such notice from Seller, to take title prior to the Property as it then is without Closing Date provided that the Surveys do not show any set-off defects, encroachments or deduction encumbrances that would materially affect the ordinary and normal operation of any kind against of the Purchase Pricesubject properties consistent with historical practices. If Seller does The cost and expense of the Surveys shall not receive written notice of Buyer's election to terminate this Agreement within five (5) days after Buyer's receipt of such notice from Seller, then Buyer shall be conclusively presumed to have elected to take title as it then is, as provided abovea Transaction Expense. If this Agreement is terminated by Buyer as provided above in this Section 4.2, then Escrow Holder shall return the Deposit to Buyer, Seller shall pay any cancellation fees of Escrow Holder, and neither party shall have any further obligations hereunder to the other except pursuant to any provision hereof which expressly survives the termination of this AgreementLitigation Support. In the event that Seller electsand for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in its sole discretion, to cure connection with (i) any title or survey matter to which Buyer has objected, then the parties agree to postpone the expiration of the Due Diligence Period and the Closing Date for a reasonable period, not to exceed thirty (30) days, if required to enable Seller to complete the cure of such matter.transaction contemplated under this Agreement or

Title and Survey Matters. As promptly as reasonably possible8.1 Seller has delivered to Purchaser a title commitment dated August 10, but in any event within twenty (20) days after the Effective Date Buyer shall obtain, at Seller's expense: (i) a commitment 2000 (the "Title Commitment") for an ALTA Owner's Title Insurance Policy showing title to the Real Property in Seller, dated not earlier than the Effective Date and proposing to insure Buyer in the amount of the Purchase Price, issued by the Title Company or another committing to issue to Purchaser a policy of title insurance company reasonably acceptable to Buyer, and (ii) a current "as-built" survey for the Property (the "Updated Survey") with the seal and signature thereon of an engineer or surveyor registered in the State of California, which survey shall (a) include and show the metes and bounds description of all parcels comprising the Premises, (b) indicate that all parcels comprising the Premises are contiguous, (c) be certified to Seller, Buyer and the Title Company, (d) show the location and dimension together with recording information of all easements which encumber or are appurtenant respect to the Premises, and whether the same are encroached upon by the Improvements or shall interfere with the use of, or access to, the Premises and the Improvements thereon, or cross the property of others in the absence of properly recorded easements therefor, Project. Within fifteen (e) show the location and dimension of the Improvements (including the location and number of any parking spaces), (f) indicate whether there exists any violation of height and building restrictions and setback and parking requirements, (g) be accompanied by a certificate from the Surveyor substantially in the form attached as Exhibit "C" hereto (or as otherwise reasonably acceptable to Buyer), (h) comply with ALTA standards, and (i) be dated not earlier than the Effective Date. If the Title Commitment or Updated Survey discloses matters which are not permitted pursuant to Section 4.1 and/or to which Buyer objects, Buyer shall give written notice specifying such objections to Seller within thirty (30) days after its receipt of the Title Commitment, copies of all of the underlying title documents, and the Updated Survey. Buyer's failure to give a notice of objection within such thirty (30) day period shall be conclusively deemed to constitute approval of the Title Commitment and Updated Survey by Buyer. Seller shall have thirty (3015) days after the date of receipt this Agreement, Seller will deliver to Purchaser, at Seller's sole cost and expense: (i) a revised Title Commitment (the "Revised Title Commitment") dated on or after the date of Buyer's written notice to remove any such matters from title or this Agreement, in the Updated Survey, as the case may be, or to have the Title Company waive such matters or commit to insure for the full amount sum of the Purchase Price, and, if applicable, to Lender an ALTA 1990 Form B mortgage policy against loss or damage that may be occasioned by such matters; provided, however, that except of title insurance with respect to monetary liens the Project in an amount equal to or encumbrancesless than the Purchase Price, showing fee simple title to the Project in Seller shall be under no obligation to do so. If Seller (in its sole discretion) elects not to have such matters removed, waived or committed to be insured over within such thirty (30) day period, Seller shall so notify Buyer, and Buyer may (i) terminate this Agreement upon written notice given to Seller within five (5) business days after Buyer's receipt of such notice from Seller, or (ii) electcopies of all documents, by written notice given whether recorded or unrecorded, referred to Seller within five in the Revised Title Commitment, but not referred to in the Title Commitment (5) business days after Buyerthe "Subsequent Underlying Documents"). The Revised Title Commitment shall include the Title Company's receipt of commitment to issue an ALTA 1992 form policy with full extended coverage over all standard title exceptions contained in such notice from Sellerpolicy and, to take the extent permitted under local law, the following special endorsements in form and substance satisfactory to Purchaser and Lender: zoning endorsement 3.1 with parking and loading; comprehensive endorsement; access endorsement; tax parcel endorsement; survey endorsement; usury endorsement; contiguity endorsement (if applicable); insurance over easement parcels benefiting the Land (if applicable); subdivision endorsement, endorsement deleting general and special fraudulent conveyance and creditors' rights exceptions; encroachment endorsements (if applicable); endorsements that a default under restrictive covenants burdening the Land will not result in a forfeiture; and such other endorsements as Purchaser or, if applicable, Lender may reasonably require. Seller shall cause the title policy (the "Title Policy") conforming to the Property requirements of this Section 8.1 to be issued to Purchaser and to Lender as it then is without any set-off or deduction of any kind against the Purchase Price. If Seller does not receive written notice Closing Date to cover the recording of Buyer's election the deed to terminate this Agreement within five (5) days after Buyer's receipt of such notice from be delivered by Seller, then Buyer shall be conclusively presumed to have elected to take title as it then is, as provided above. If this Agreement is terminated by Buyer as provided above in this Section 4.2, then Escrow Holder shall return the Deposit to Buyer, Seller shall pay any cancellation fees of Escrow Holderherein, and neither party shall have any further obligations hereunder to the other except pursuant to any provision hereof which expressly survives recording of the termination mortgage or deed of this Agreement. In the event that Seller electstrust, in its sole discretionas applicable, to cure any title or survey matter to which Buyer has objected, then the parties agree to postpone the expiration of the Due Diligence Period and the Closing Date for a reasonable period, not to exceed thirty (30) daysLender, if required to enable Seller to complete the cure of such matterany.

Title and Survey Matters. As promptly Buyer, at its sole cost and expense, has obtained a title report or commitment issued by the Escrow Agent with respect to the Property (the “Title Commitment”), and has delivered such Title Commitment to Seller (with copies of all available instruments listed as reasonably possibleexceptions to title) Seller has furnished to Buyer a copy of Seller’s most recent existing survey of the Real Property (the “Existing Survey”), and Buyer may elect, at its sole cost and expense, to obtain an updated or new survey of the Real Property (the “Updated Survey”). Buyer shall provide Seller with copies of any new or updated Title Commitment and/or Updated Survey received by Buyer within three (3) days of Buyer’s receipt of same. Buyer shall have until the date which is ten (10) days prior to the end of the Inspection Period (the “Title Objection Deadline”) to approve or disapprove matters disclosed by the Title Commitment, title exception documents and the Existing Survey (or, if available, the Updated Survey) and to give written notice to Seller of any disapproval thereof, indicating in reasonable detail the nature and reasons for Buyer’s objection; and failure to give such notice of disapproval shall constitute Buyer’s approval of all such matters. In the event Buyer so notifies Seller of Buyer’s disapproval of any Title Commitment or survey matters, Seller may elect (but shall have no obligation whatsoever (except for Required Removal Exceptions and disapproved matters which Seller has expressly committed to in writing to cure) to attempt to cure any disapproved matter within thirty (30) days from receipt of such notice (the “Title Cure Period”), in which event within twenty the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of (20a) thirty (30) days after receipt of such notice, (b) five (5) Business Days after such matter is cured, and (c) November 2, 2021. Within five (5) days after receiving Buyer’s notice (the Effective Date “Seller’s Title Notice Period”), Seller shall notify Buyer if Seller intends to attempt to effectuate such cure; provided that Seller shall obtainbe obligated, at Seller's its sole cost and expense: , to remove, bond over, pay and/or satisfy prior to or at Closing, in a manner satisfactory to Escrow Agent so that Escrow Agent is willing to issue title insurance without exception, (i) any monetary liens against the Property that Seller has knowingly and intentionally placed (or allowed to be placed) on the Property, including, without limitation, mortgages, and (ii) other liens encumbering the Property that are curable solely by the payment of moneys, including, without limitation, judgments, federal, state and municipal tax liens (collectively but subject to the limitations in the immediately succeeding sentence, “Required Removal Exceptions”). Notwithstanding the foregoing, Seller shall not be obligated to satisfy any liens against the Property arising under clause (ii) of the preceding sentence for a commitment liquidated amount that is, in the aggregate, in excess of $250,000.00 in which event such amounts (and only such amounts) that are over and above such $250,000.00 threshold shall not be deemed to be Required ​ ​ Removal Exceptions (i.e., Seller shall only be obligated to satisfy any such liens up to $250,000.00). Notwithstanding the "foregoing, Required Removal Exceptions shall not include any monetary liens attributable to discreet portions of work completed as part of a Capital Project for which Buyer receives a Capital Improvements Credit. In addition, Seller may satisfy any Required Removal Exceptions by disbursement of the required funds to Escrow Agent at Closing. In the event that, prior to the expiration of Seller’s Title Commitment"Notice Period, Seller fails to give such notice of its intention to attempt to effectuate such cure, or if Seller elects not to attempt to effectuate such cure, Buyer may, prior to the expiration of the Inspection Period, terminate this Agreement by written notice to Seller, in which event the Deposit (to the extent previously funded) shall be returned to Buyer, provided if Buyer does not so terminate this Agreement prior to the expiration of the Inspection Period, Buyer shall be deemed to have waived objection to any matters affecting title or survey which Seller has not agreed to cure and shall be deemed to have agreed to accept title subject thereto, without reduction in the Purchase Price. In the event Seller gives such written notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure (in a manner reasonably acceptable to Buyer) within the Title Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement prior to Closing and receive a refund of the Deposit hereunder (to the extent previously funded); provided if Buyer does not so terminate this Agreement prior to Closing, Buyer shall be deemed to have waived objection to any such title and survey matters and agreed to accept title subject thereto, without reduction in the Purchase Price. Any matters affecting title to the Property that first appear of record after the effective date of the Title Commitment but before the Closing Date (each, an “Intervening Exception”) shall be subject to Buyer’s approval, and Buyer shall have until 5:00 p.m. Eastern Time on the fifth (5th) Business Day after receipt of written notice of any Intervening Exception to either accept it or submit written disapproval. Seller shall have until 5:00 p.m. Eastern Time on the third (3rd) Business Day after receipt of such disapproval, to notify Buyer whether Seller will attempt to remove or cure the objectionable Intervening Exception before the Closing or inform Buyer that it will not remove or cure the Intervening Exception, provided that Seller shall be required to cure any Intervening Exception that is also a Required Removal Exception. If Seller fails to give such notice of its intention to attempt to remove or cure the Intervening Exception, or if Seller elects not to attempt to effectuate such removal or cure, Buyer may terminate this Agreement by written notice to Seller within three (3) Business Days after such three Business Day period, in which event the Deposit shall be returned to Buyer (to the extent previously funded). If necessary to accommodate the time periods set forth in this paragraph, Seller may elect to extend the Closing to November 2, 2021 for the purpose of removing or curing an Intervening Exception. Notwithstanding anything contained herein to the contrary, in no event shall any lien or similar matter caused by any tenant at the Property constitute an Intervening Exception and Buyer shall have no right to terminate this Agreement as a result thereof. Subject to the satisfaction of the Escrow Agent’s requirements of Buyer described in the Title Commitment and Buyer’s confirmation that its pro rata portion of any unpaid property taxes due for 2021 shall be paid by the Escrow Agent from Buyer funds at Closing, it shall be a condition to Buyer’s obligation to close the transactions hereunder that Escrow Agent shall be irrevocably committed to deliver to Buyer at Closing a 2016 ALTA Owner's ’s Policy of Title Insurance Policy showing Insurance, insuring Buyer’s title to the Real Property in Seller, dated not earlier than the Effective Date and proposing to insure Buyer in the full amount of the Purchase Price, issued with the standard written exceptions deleted (other than for property taxes for 2022, not yet due and payable), insuring the ​ ​ ​ “gap,” and subject only to the exceptions to title approved or deemed approved by Buyer pursuant to this Section 4.5, dated as of the Title Company or another title insurance company reasonably acceptable to Buyer, and (ii) a current "as-built" survey for date the Property Deed is recorded (the "Updated Survey") with the seal and signature thereon of an engineer or surveyor registered in the State of California, which survey shall (a) include and show the metes and bounds description of all parcels comprising the Premises, (b) indicate that all parcels comprising the Premises are contiguous, (c) be certified to Seller, Buyer and the “Title Company, (d) show the location and dimension together with recording information of all easements which encumber or are appurtenant to the Premises, and whether the same are encroached upon by the Improvements or shall interfere with the use of, or access to, the Premises and the Improvements thereon, or cross the property of others in the absence of properly recorded easements therefor, (e) show the location and dimension of the Improvements (including the location and number of any parking spacesPolicy”), (f) indicate whether there exists any violation of height and building restrictions and setback and parking requirements, (g) be accompanied by a certificate from the Surveyor substantially in the form attached as Exhibit "C" hereto (or as otherwise reasonably acceptable to Buyer), (h) comply with ALTA standards, and (i) be dated not earlier than the Effective Date. If the Title Commitment or Updated Survey discloses matters which are not permitted pursuant to Section 4.1 and/or to which Buyer objects, Buyer shall give written notice specifying such objections to Seller within thirty (30) days after its receipt of the Title Commitment, copies of all of the underlying title documents, and the Updated Survey. Buyer's failure to give a notice of objection within such thirty (30) day period shall be conclusively deemed to constitute approval of the Title Commitment and Updated Survey by Buyer. Seller shall have thirty (30) days after the date of receipt of Buyer's written notice to remove any such matters from title or the Updated Survey, as the case may be, or to have the Title Company waive such matters or commit to insure for the full amount of the policy against loss or damage that may be occasioned by such matters; provided, however, that except with respect Buyer and Seller agree and acknowledge that it shall not be deemed to monetary liens or encumbrances, Seller shall be under no a failure of a condition to Buyer’s obligation to do so. If close the transaction hereunder if Escrow Agent fails to delete any standard written exception based on the fact that any required Seller (in its sole discretion) elects not indemnification excludes any lien, right to have such matters removed, waived a lien or committed to be insured over within such thirty (30) day period, Seller shall so notify Buyer, and Buyer may other encumbrance arising from (i) terminate this Agreement upon written notice given any Contract, including any Uncompleted Capital Contract, that has been fully paid for prior to or at Closing and for which Seller within five (5) business days after Buyer's receipt has furnished to Escrow Agent and Buyer unconditional lien waivers and/or other evidence of such notice from Seller, or full payment and (ii) elect, by written notice given to Seller within five (5) business days after Buyer's receipt of such notice from Seller, to take title to the Property as it then is without any set-off or deduction portion of any kind against Capital Project that has not been fully completed prior to Closing, but for which Seller assigns the Purchase Price. If Seller does not receive written notice of Buyer's election Uncompleted Capital Contract to terminate this Agreement within five (5) days after Buyer's receipt of such notice from Seller, then Buyer shall be conclusively presumed to have elected to take title as it then is, as provided above. If this Agreement is terminated by Buyer as provided above in this Section 4.2, then Escrow Holder shall return the Deposit to Buyer, Seller shall pay any cancellation fees of Escrow Holder, at Closing and neither party shall have any further obligations hereunder to the other except pursuant to any provision hereof which expressly survives the termination of this Agreement. In the event that Seller elects, in its sole discretion, to cure any title or survey matter to for which Buyer has objected, then the parties agree to postpone the expiration of the Due Diligence Period and the Closing Date for receives a reasonable period, not to exceed thirty (30) days, if required to enable Seller to complete the cure of such matterCapital Improvements Credit at Closing.

Title and Survey Matters. As promptly as reasonably possible8.1 Seller has delivered to Purchaser a title commitment dated August 9, but in any event within twenty (20) days after the Effective Date Buyer shall obtain, at Seller's expense: (i) a commitment 2000 (the "Title Commitment") for an ALTA Owner's Title Insurance Policy showing title to the Real Property in Seller, dated not earlier than the Effective Date and proposing to insure Buyer in the amount of the Purchase Price, issued by the Title Company or another committing to issue to Purchaser an ALTA 1992 form policy of title insurance company reasonably acceptable to Buyer, and (ii) a current "as-built" survey for the Property (the "Updated Survey") with the seal and signature thereon of an engineer or surveyor registered in the State of California, which survey shall (a) include and show the metes and bounds description of all parcels comprising the Premises, (b) indicate that all parcels comprising the Premises are contiguous, (c) be certified to Seller, Buyer and the Title Company, (d) show the location and dimension together with recording information of all easements which encumber or are appurtenant respect to the Premises, and whether the same are encroached upon by the Improvements or shall interfere with the use of, or access to, the Premises and the Improvements thereon, or cross the property of others in the absence of properly recorded easements therefor, Project. Within fifteen (e) show the location and dimension of the Improvements (including the location and number of any parking spaces), (f) indicate whether there exists any violation of height and building restrictions and setback and parking requirements, (g) be accompanied by a certificate from the Surveyor substantially in the form attached as Exhibit "C" hereto (or as otherwise reasonably acceptable to Buyer), (h) comply with ALTA standards, and (i) be dated not earlier than the Effective Date. If the Title Commitment or Updated Survey discloses matters which are not permitted pursuant to Section 4.1 and/or to which Buyer objects, Buyer shall give written notice specifying such objections to Seller within thirty (30) days after its receipt of the Title Commitment, copies of all of the underlying title documents, and the Updated Survey. Buyer's failure to give a notice of objection within such thirty (30) day period shall be conclusively deemed to constitute approval of the Title Commitment and Updated Survey by Buyer. Seller shall have thirty (3015) days after the date of receipt this Agreement, Seller will deliver to Purchaser, at Seller's sole cost and expense: (i) a revised Title Commitment (the "Revised Title Commitment") dated on or after the date of Buyer's written notice this Agreement, and, if applicable, to remove any such matters from Lender an ALTA 1990 Form B mortgage policy of title or the Updated Survey, as the case may be, or to have the Title Company waive such matters or commit to insure for the full amount of the policy against loss or damage that may be occasioned by such matters; provided, however, that except insurance with respect to monetary liens the Project in an amount equal to or encumbrancesless than the Purchase Price, showing fee simple title to the Project in Seller shall be under no obligation to do so. If Seller (in its sole discretion) elects not to have such matters removed, waived or committed to be insured over within such thirty (30) day period, Seller shall so notify Buyer, and Buyer may (i) terminate this Agreement upon written notice given to Seller within five (5) business days after Buyer's receipt of such notice from Seller, or (ii) electcopies of all documents, by written notice given whether recorded or unrecorded, referred to Seller within five in the Revised Title Commitment, but not referred to in the Title Commitment (5) business days after Buyerthe "Subsequent Underlying Documents"). The Revised Title Commitment shall include the Title Company's receipt of commitment to issue full extended coverage over all standard title exceptions contained in such notice from Sellerpolicy and, to take the extent permitted under local law, the following special endorsements in form and substance satisfactory to Purchaser and Lender: zoning endorsement 3.1 with parking and loading; comprehensive endorsement; access endorsement; tax parcel endorsement; survey endorsement; usury endorsement; contiguity endorsement (if applicable); insurance over easement parcels benefiting the Land (if applicable); subdivision endorsement, endorsement deleting general and special fraudulent conveyance and creditors' rights exceptions; encroachment endorsements (if applicable); endorsements that a default under restrictive covenants burdening the Land will not result in a forfeiture; and such other endorsements as Purchaser or, if applicable, Lender may reasonably require. Seller shall cause the Revised Title Commitment to comply with the requirements of Exhibit 8.1 attached hereto. Seller shall cause the title policy (the "Title Policy") conforming to the Property requirements of this Section 8.1 to be issued to Purchaser and to Lender as it then is without any set-off or deduction of any kind against the Purchase Price. If Seller does not receive written notice Closing Date to cover the recording of Buyer's election the deed to terminate this Agreement within five (5) days after Buyer's receipt of such notice from be delivered by Seller, then Buyer shall be conclusively presumed to have elected to take title as it then is, as provided above. If this Agreement is terminated by Buyer as provided above in this Section 4.2, then Escrow Holder shall return the Deposit to Buyer, Seller shall pay any cancellation fees of Escrow Holderherein, and neither party shall have any further obligations hereunder to the other except pursuant to any provision hereof which expressly survives recording of the termination mortgage or deed of this Agreement. In the event that Seller electstrust, in its sole discretionas applicable, to cure any title or survey matter to which Buyer has objected, then the parties agree to postpone the expiration of the Due Diligence Period and the Closing Date for a reasonable period, not to exceed thirty (30) daysLender, if required to enable Seller to complete the cure of such matterany.