Common use of Title and Survey Objections Clause in Contracts

Title and Survey Objections. Within five (5) Business Days after Purchaser receives the last of the Title Commitment, the Title Documents, and the Survey, Purchaser shall deliver to Seller a list of any objections to title and survey matters with respect to the Premises (the “Title Objections”). Seller shall be obligated to cause any Title Objections relating to financing liens, mechanic’s, materialmen’s or similar liens, tax liens or delinquent taxes (including interest and penalties), and leases or other occupancy rights or agreements to be deleted from the Title Commitment prior to or at the Closing, and if Seller fails to do so, Purchaser may, in addition to all other rights and remedies, deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount. Failure to object within five (5) business days time period shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed to be Permitted Exceptions (as hereinafter defined). Purchaser hereby agrees to the exceptions set forth on Exhibit D (and same are hereby Permitted Exceptions). Within five business (5) days after Seller receives the Title Objections, Seller shall notify Purchaser in writing of any Title Objections which Seller either refuses to cure or is unable to cure in the manner specified in Purchaser’s notice, provided that Seller shall be obligated to cure the Title Objections described in the immediately preceding sentence. In addition, notwithstanding anything contained herein to the contrary, at the Closing, Seller shall pay all Taxes assessed against the Premises which are due and payable at the time of the Closing. Purchaser shall have the right, by giving notice to Seller within five (5) Business Days after Purchaser is notified by Seller of its refusal or inability to cure any one or more of the Title Objections in the manner specified in Purchaser’s notice, to: (i) terminate this Agreement, or (ii) elect to proceed pursuant to this Agreement, thereby waiving its objection to such Title Objections described in Seller’s notice. For purposes of this Agreement, the term “Permitted Exceptions” means (i) title matters that are disclosed by the Title Commitment or as set forth on Exhibit C and are not identified by Purchaser as Title Objections, and (ii) any Title Objections waived by Purchaser as provided above. If Purchaser terminates this Agreement pursuant to this Section 5.2, then the Xxxxxxx Money shall be promptly paid to Purchaser, and neither party shall have any further rights or obligations under this Agreement, except for those rights and obligations that expressly survive a termination of this Agreement. If Purchaser terminates this Agreement pursuant to this Section 5.2, Seller shall promptly direct the Escrowee to pay the Xxxxxxx Money to or as directed by Purchaser, and such obligation to direct the Escrowee shall survive the termination of this Agreement.

Title and Survey Objections. Within five (5) Business Days after Purchaser receives the last Purchaser’s receipt of the Title CommitmentCommitment and, if obtained by Purchaser, the Title Documents, and the Survey, Purchaser shall deliver to Seller a list of any objections to title and survey matters with respect to the Premises Survey (the “Title Objections”). Seller shall be obligated to cause any Title Objections relating to financing liens, mechanic’s, materialmen’s or similar liens, tax liens or delinquent taxes (including interest and penalties), and leases or other occupancy rights or agreements to be deleted from the Title Commitment prior to or at the Closing, and if Seller fails to do so, Purchaser may, but in addition to all other rights and remedies, deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount. Failure to object within five (5) business days time period shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed to be Permitted Exceptions (as hereinafter defined). Purchaser hereby agrees to the exceptions set forth on Exhibit D (and same are hereby Permitted Exceptions). Within five business (5) days after Seller receives the Title Objections, Seller shall notify Purchaser in writing of any Title Objections which Seller either refuses to cure or is unable to cure in the manner specified in Purchaser’s notice, provided that Seller shall be obligated to cure the Title Objections described in the immediately preceding sentence. In addition, notwithstanding anything contained herein to the contrary, at the Closing, Seller shall pay all Taxes assessed against the Premises which are due and payable at the time of the Closing. Purchaser shall have the right, by giving notice to Seller within no event later than five (5) Business Days after Purchaser is notified by Seller of its refusal or inability to cure any one or more before the expiration of the Due Diligence Period), Purchaser shall notify Seller in writing of, with respect to the Title Commitment, any objections to such Title Commitment, and with respect to the Survey (if obtained by Purchaser), any objections to the Survey. Any objections to the Title Report or the Survey of which Purchaser timely notifies Seller pursuant to this Agreement are hereinafter referred to as “Title Objections”. The absence of a timely notice by Purchaser of Title Objections in accordance with the manner specified in preceding two sentences shall be deemed to be a notice to Seller of Purchaser’s noticeacceptance of title as shown on the Title Commitment and (if obtained by Purchaser) the Survey. Within three (3) Business Days after receipt of Purchaser’s Title Objections (“Seller’s Title Response Period”), to: Seller shall give Purchaser written notice (“Seller’s Title Notice”) of whether it agrees to cure the Title Objections; provided that except as expressly set forth below Seller shall have no obligation to cure Purchaser’s Title Objections. Any Title Objections that Seller expressly agrees in writing to cure shall be cured by Seller prior to Closing, and the cure of such Title Objections shall be a condition precedent to Purchaser’s obligation to consummate the Closing hereunder. Seller may cure any Title Objection by bonding off or removing such Title Objection from title at any time prior to Closing. If Seller does not agree in writing, during Seller’s Title Response Period, to cure every Title Objection identified by Purchaser at or prior to Closing and Seller is not required to cure such Title Objections pursuant to the terms of this Section 4.2(c), Seller shall not be obligated to cure such Title Objections, and Purchaser’s sole recourse shall be to terminate this Agreement pursuant to the Due Diligence Contingency at or prior to the expiration of the Due Diligence Period. Notwithstanding the foregoing, Seller shall release (and for purposes of clause (ii) below the term “release” shall also include bonding off) (i) terminate this Agreementany mortgages, deeds of trust or (ii) elect other security interests or monetary encumbrances other than documents evidencing of securing the Existing Loan, provided, however, such liens may continue to proceed pursuant to this Agreement, thereby waiving its objection to such Title Objections described in Seller’s notice. For purposes of this Agreement, encumber the term “Permitted Exceptions” means (i) title matters that are disclosed by Property at Closing if the Title Commitment or as set forth on Exhibit C Company is willing to insure over such liens in a manner acceptable to Purchaser and such liens are not identified by Purchaser as Title Objections, released promptly following the Closing; and (ii) any Title Objections waived (i) monetary encumbrance or (ii) other encumbrances voluntarily created after the date hereof by Purchaser as provided above. If Purchaser terminates this Agreement pursuant to this Section 5.2Seller, then the Xxxxxxx Money shall be promptly paid to in each case, without Purchaser, and neither party shall have any further rights or obligations under this Agreement, except for those rights and obligations that expressly survive a termination ’s prior consent in breach of this Agreement. If Purchaser terminates this Agreement Seller’s obligation to cause the release or bonding-off of any such liens and encumbrances pursuant to this Section 5.2the immediately preceding sentence shall survive Closing. (1) All real estate taxes and assessments not due and payable as of the Closing Date, Seller shall promptly direct (2) matters disclosed in the Escrowee to pay the Xxxxxxx Money to or as directed Title Commitment and (if obtained by Purchaser) the Survey that do not constitute Title Objections, (3) all Tenant Leases, (4) the Ground Lease, (5) the Deed of Trust and such obligation any other Existing Loan Documents and (6) all liens and encumbrances created by Purchaser are referred to direct collectively herein as the Escrowee shall survive the termination of this Agreement“Permitted Exceptions”.

Title and Survey Objections. Within five A. Seller shall deliver to Purchaser within two (52) Business Days days after the Effective Date, the Survey (hereinafter defined), and an ALTA owner’s title insurance commitment (the “Commitment”) issued by Chicago Title Insurance Company (herein in this capacity referred to as the “Title Company”), committing to issue to Purchaser receives an owner’s title insurance policy in the last amount of the Purchase Price, together with legible copies of all matters referred to therein as exceptions to title. On or before April 28, 2008 (the “Title Commitment, the Title Documents, and the SurveyObjection Date”), Purchaser shall deliver to Seller a list statement of any objections to Seller’s title and survey matters with respect to the Premises (Property and any objections as to matters disclosed by the “Title Objections”). Seller shall be obligated to cause any Title Objections relating to financing liens, mechanic’s, materialmen’s or similar liens, tax liens or delinquent taxes Survey” (including interest and penaltiesas hereinafter defined), and leases or other occupancy rights or agreements Seller shall have a reasonable time after Seller’s receipt of such statement (not to be deleted from the Title Commitment prior to or at the Closing, and if Seller fails to do so, Purchaser may, in addition to all other rights and remedies, deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount. Failure to object within exceed five (5) business days time period days) within which to cure any such objections, but Seller shall have no obligation to cure any such objections. In the event that Purchaser does not send to Seller on or before the Title Objection Date a statement of any title or survey objections, such failure conclusively shall be deemed to mean that Purchaser had no such objections and Purchaser shall not have the right to make any title or survey objections after the Title Objection Date except as provided in Section III B hereof. In the event that Seller fails to cure such objections within such five (5) days, then Purchaser shall elect, by written notice to Seller and Escrow Agent given within two (2) days after the end of such five (5) day period, to either (i) terminate this Agreement and receive a waiver full refund of the Deposit, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined), or (ii) waive such objections and consummate the transaction contemplated herein without reduction of the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by election as above provided, then Purchaser shall be deemed to be Permitted Exceptions have elected to waive such objections as provided in the aforesaid item (as hereinafter defined). Purchaser hereby agrees to ii) and the exceptions set forth on Exhibit D (and same are hereby the Commitment shall be deemed “Permitted Exceptions)”. Within five business (5) days after Seller receives the Title Objections, Seller shall notify Purchaser in writing of any Title Objections which Seller either refuses to cure or is unable to cure in the manner specified in Purchaser’s notice, provided that Seller shall be obligated to cure the Title Objections described in the immediately preceding sentence. In addition, notwithstanding anything contained herein to the contrary, at the Closing, Seller shall pay all Taxes assessed against the Premises which are due and payable at the time of the Closing. Purchaser shall have the right, by giving notice to Seller within five (5) Business Days after Purchaser is notified by Seller of its refusal or inability to cure any one or more of the Title Objections in the manner specified in Purchaser’s notice, to: (i) terminate this Agreement, or (ii) elect to proceed pursuant to this Agreement, thereby waiving its objection to such Title Objections described in Seller’s notice. For purposes of this AgreementAs used herein, the term “Permitted ExceptionsSurvey” means (i) title matters shall mean that are disclosed certain ALTA/ACSM Land Title Survey of Abbotts Bridge Townhomes-Phase I and Addison Pxxxx Xxxxxxxxxx-Xxxxx 0 prepared for Rxxxxxx Properties Residential, L.P. and Chicago Title Insurance Company, last revised March 14, 2008, prepared by the Title Commitment or as set forth on Exhibit C and are not identified by Purchaser as Title ObjectionsWxxxx & Bxxxxxxx Engineers, and (ii) any Title Objections waived by Purchaser as provided above. If Purchaser terminates this Agreement pursuant to this Section 5.2Inc., then the Xxxxxxx Money shall be promptly paid to PurchaserV.T. Hxxxxxx, and neither party shall have any further rights or obligations under this Agreement, except for those rights and obligations that expressly survive a termination of this Agreement. If Purchaser terminates this Agreement pursuant to this Section 5.2, Seller shall promptly direct the Escrowee to pay the Xxxxxxx Money to or as directed by Purchaser, and such obligation to direct the Escrowee shall survive the termination of this AgreementGeorgia Registered Land Surveyor #2554.

Title and Survey Objections. Within five ten (510) Business Days after Purchaser receives the last calendar days of the Title CommitmentEffective Date of this Agreement, the Purchaser shall deliver to the Seller a written statement (“Title DocumentsDefect Statement”) delineating any objections that the Purchaser may have to any exceptions, easements, encumbrances, interests, or other matters affecting title to the Property (“Title Defect(s)”), and/or any other matters shown on the Commitment and/or Survey, together with legible copies of all documents and instruments enumerated in Schedule B of the Commitment, and the Survey, (either new or updated, as the case may be) in the respective forms specified in this Agreement. If the Survey has not been received by the Purchaser shall deliver to Seller a list of any objections to title and survey matters with respect prior to the Premises (deadline for the “delivery of the Purchaser’s Title Objections”)Defect Statement, the Purchaser’s Title Defect Statement shall be prepared based on the matters shown on the Existing Survey. If Purchaser delivers a Title Defect Statement to the Seller, the Seller shall be obligated to cause any Title Objections relating to financing liens, mechanic’s, materialmenhave five (5) calendar days after Seller’s or similar liens, tax liens or delinquent taxes (including interest and penalties), and leases or other occupancy rights or agreements to be deleted from receipt of the Title Commitment prior Defect Statement to review the Title Defect Statement and to notify the Purchaser, in writing, (“Seller’s Title Defect Response”) which, if any, of the Title Defects the Seller does not intend to cure or at remove. If the Closing, and if Seller fails to do sotimely deliver to the Purchaser a Seller’s Title Defect Response, the Seller shall cure and remove all Title Defects set forth in the Purchaser’s Title Defect Statement prior to the Closing. If the Seller’s Title Defect Response provides that any Title Defect delineated by the Purchaser mayin its Title Defect Statement will not be cured or removed by the Seller prior to the Closing the Purchaser may elect to either; (i) approve the Commitment and Survey and accept title to the Property subject to any such uncured Title Defect; provided, in addition however, the Purchaser shall have the right to all other rights and remedies, deduct from the Purchase Price funds necessary to satisfy outstanding construction, broker’s, mortgage-related or judgment liens, and any liens special assessments or deferred or delinquent real estate taxes, or (ii) terminate this Agreement. If the Seller fails to cure or remove any Title Defect delineated by the Purchaser in its Title Defect Statement which the Seller is obligated to cure or remove as provided herein prior to the Closing the Purchaser may elect to either; (i) approve the Commitment and Survey and accept title to the Property subject to any such uncured Title Defect; provided, however, the Purchaser shall have the right to deduct from the Purchase Price funds necessary to satisfy outstanding construction, broker’s, mortgage-related or judgment liens, and any special assessments or deferred or delinquent real estate taxes, or (ii) terminate this Agreement. The removal or cure of any Title Defect shall be evidenced by an endorsement to, or revision of, the Commitment and/or a revision of the Survey that shows such Title Defect to be cured or removed and which is reasonably acceptable to the Purchaser. If at anytime prior to the Closing, the Purchaser shall update the Commitment and such Commitment discloses any new liens, encumbrances of or other matters that are not Permitted Exceptions or if the initial Purchaser’s Title Defect Statement is based on matters shown on the Existing Survey and the Survey discloses new matters not reflected in the Existing Survey (in each case, a definite or ascertainable amount. Failure “New Title Defect(s)”) and any New Title Defect is unacceptable to object the Purchaser, Purchaser may, at any time within five (5) business calendar days time period after receiving such updated Commitment or Survey, as the case may be, deliver to the Seller another objection statement with respect to any New Title Defect and the process described in this Paragraph 6 shall apply thereto. Upon any such termination by the Purchaser, the Deposit shall be deemed a waiver of Purchaser’s right immediately returned to object. Any such exceptions not objected to by the Purchaser and each party shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed to be Permitted Exceptions (as hereinafter defined). Purchaser hereby agrees to the exceptions set forth on Exhibit D (released from all duties and same are hereby Permitted Exceptions). Within five business (5) days after Seller receives the Title Objections, Seller shall notify Purchaser in writing of any Title Objections which Seller either refuses to cure or is unable to cure in the manner specified in Purchaser’s notice, provided that Seller shall be obligated to cure the Title Objections described in the immediately preceding sentence. In addition, notwithstanding anything contained herein to the contrary, at the Closing, Seller shall pay all Taxes assessed against the Premises which are due and payable at the time of the Closing. Purchaser shall have the right, by giving notice to Seller within five (5) Business Days after Purchaser is notified by Seller of its refusal or inability to cure any one or more of the Title Objections in the manner specified in Purchaser’s notice, to: (i) terminate this Agreement, or (ii) elect to proceed pursuant to this Agreement, thereby waiving its objection to such Title Objections described in Seller’s notice. For purposes of this Agreement, the term “Permitted Exceptions” means (i) title matters that are disclosed by the Title Commitment or as set forth on Exhibit C and are not identified by Purchaser as Title Objections, and (ii) any Title Objections waived by Purchaser as provided above. If Purchaser terminates this Agreement pursuant to this Section 5.2, then the Xxxxxxx Money shall be promptly paid to Purchaser, and neither party shall have any further rights or obligations under this Agreement, except for those rights and obligations that expressly survive a termination of as otherwise provided in this Agreement. If Purchaser terminates The Closing Date shall be extended to the extent necessary to allow for the time periods provided in this Agreement pursuant to this Section 5.2, Seller shall promptly direct the Escrowee to pay the Xxxxxxx Money to or as directed by Purchaser, and such obligation to direct the Escrowee shall survive the termination of this AgreementParagraph 6.

Title and Survey Objections. Within five fifteen (515) Business Days days after Purchaser receives the last receipt of the latter of the Survey or the Title Commitment, Purchaser shall provide Seller with notice of any matters set forth in the Title Documents, Commitment or Survey which are unacceptable to Purchaser (other than encumbrances of an ascertainable amount which aggregate less than the Purchase Price which shall be paid from the proceeds of sale and the Survey, Purchaser shall deliver to Seller a list be released as of any objections to title and survey matters with respect to the Premises (the “Closing Date” (as defined hereinafter)), which matters shall be referred to herein as "Title Objections”)Defects". Matters set forth in the Title Commitment or Survey to which Purchaser does not timely object shall be referred to collectively herein as the "Permitted Exceptions". Seller shall be obligated have sixty (60) days after receipt of the aforesaid notice from Purchaser within which to cause utilize its best efforts to cure such Title Defects to the satisfaction of the Purchaser and the Title Company. In the event Seller fails or refuses to cure any Title Objections relating to financing liensDefect within such sixty (60) day period, mechanic’s, materialmen’s or similar liens, tax liens or delinquent taxes (including interest and penalties), and leases or other occupancy rights or agreements to be deleted from the Title Commitment prior to or at the Closing, and if Seller fails to do so, then Purchaser may, in addition to all other rights and remedies, deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount. Failure to object within five (5) business days time period shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed to be Permitted Exceptions (as hereinafter defined). Purchaser hereby agrees to the exceptions set forth on Exhibit D (and same are hereby Permitted Exceptions). Within five business (5) days after Seller receives the Title Objections, Seller shall notify Purchaser in writing of any Title Objections which Seller either refuses to cure or is unable to cure in the manner specified in Purchaser’s notice, provided that Seller shall be obligated to cure the Title Objections described in the immediately preceding sentence. In addition, notwithstanding anything contained herein to the contrary, at the Closing, Seller shall pay all Taxes assessed against the Premises which are due and payable at the time of the Closing. Purchaser shall have the right, by giving notice to Seller within five (5) Business Days after Purchaser is notified by Seller of its refusal or inability to cure any one or more of the Title Objections in the manner specified in Purchaser’s notice, to: option (i) terminate this Agreement, or (ii) elect to proceed pursuant to this Agreement, thereby waiving its objection to such Title Objections described in Seller’s notice. For purposes whereupon the Agreement shall be deemed null and void and of this Agreement, the term “Permitted Exceptions” means (i) title matters that are disclosed by the Title Commitment or as set forth on Exhibit C no force and are not identified by Purchaser as Title Objectionseffect, and (ii) any Title Objections waived by Purchaser as provided above. If Purchaser terminates this Agreement pursuant to this Section 5.2, then the Xxxxxxx Money shall be promptly paid to Purchaser, and neither no party hereto shall have any further rights rights, obligations or obligations liability hereunder; (ii) cure any such Title Defect, in which event the Purchase Price shall be reduced by all or a portion of the costs and expense incurred by Purchaser in connection with the curing of such Title Defect; or (iii) accept title to the Property subject to such Title Defect without an adjustment to the Purchase Price. Prior to Purchaser’s commencement of any work under this Agreementitem (ii), except Seller and Purchaser shall agree as to a maximum amount that Seller shall be liable for those rights in connection with Purchaser’s efforts. Purchaser, at its option and obligations that expressly survive a termination upon written notice to Seller, may extend the last day permitted for Closing until the earlier of this Agreement(a) the curing of the Title Defect or (b) forty-five (45) days from the last day permitted for Closing. If any Title Defect shall not have been cured within such period, Purchaser terminates this Agreement pursuant may exercise its option under item (i) or (iii) above. It is specifically understood and agreed that Purchaser reserves the right to this Section 5.2object to and may require the removal, Seller shall promptly direct the Escrowee to pay the Xxxxxxx Money to correction or as directed by Purchaser, and such obligation to direct the Escrowee shall survive the termination of this Agreement.deletion of

Title and Survey Objections. Within Buyer acknowledges that it has received and has reviewed the Title Report and Survey. Buyer agrees that its agreement to acquire the Property at Closing in its “AS IS” condition as set forth in Section 4.4 hereof shall include its agreement to acquire the Property subject to (and only to) the Permitted Title Exceptions. After Purchase Agreement the Effective Date and prior to the Closing Date, Buyer shall have the right to notify Seller in writing of any Title Objections first identified in any update to either the Title Report or the Survey received after the Effective Date, any such notice shall be accompanied by a copy of such update and any other materials which evidence or disclose such objections to title. Seller shall notify Buyer within five (5) Business Days of Seller’s receipt of such notice if Seller elects to Remove any such Title Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined to Remove such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will Remove the Title Objections prior to Closing, Buyer shall have until five (5) Business Days after Purchaser the date Buyer receives the last Seller’s notice of the Title Commitment, the Title Documents, and the Survey, Purchaser shall deliver election (or deemed election) not to Seller a list of any objections to title and survey matters with respect to the Premises (the “Title Objections”). Seller shall be obligated to cause Remove any Title Objections relating to financing lienselect in writing, mechanic’s, materialmen’s or similar liens, tax liens or delinquent taxes (including interest and penalties), and leases or other occupancy rights or agreements either to be deleted from the Title Commitment prior to or at the Closing, and if Seller fails to do so, Purchaser may, in addition to all other rights and remedies, deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount. Failure to object within five (5) business days time period shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed to be Permitted Exceptions (as hereinafter defined). Purchaser hereby agrees to the exceptions set forth on Exhibit D (and same are hereby Permitted Exceptions). Within five business (5) days after Seller receives the Title Objections, Seller shall notify Purchaser in writing of any Title Objections which Seller either refuses to cure or is unable to cure in the manner specified in Purchaser’s notice, provided that Seller shall be obligated to cure the Title Objections described in the immediately preceding sentence. In addition, notwithstanding anything contained herein to the contrary, at the Closing, Seller shall pay all Taxes assessed against the Premises which are due and payable at the time of the Closing. Purchaser shall have the right, by giving notice to Seller within five (5) Business Days after Purchaser is notified by Seller of its refusal or inability to cure any one or more of the Title Objections in the manner specified in Purchaser’s notice, to: (i) terminate this Agreementdesignate the Parcel affected by such Title Objection as a Terminated Parcel, or (ii) elect waive such Title Objection (other than Required Removal Items) and take title to the Parcel affected by such Title Objection subject to such uncured Title Objection and proceed to acquire the Parcel pursuant to this Agreement, thereby waiving its objection to such Title Objections described in Seller’s notice. For purposes of this Agreement, the term “Permitted Exceptions” means (i) title matters that are disclosed by the Title Commitment or as set forth on Exhibit C remaining terms and are not identified by Purchaser as Title Objections, and (ii) any Title Objections waived by Purchaser as provided above. If Purchaser terminates this Agreement pursuant to this Section 5.2, then the Xxxxxxx Money shall be promptly paid to Purchaser, and neither party shall have any further rights or obligations under this Agreement, except for those rights and obligations that expressly survive a termination conditions of this Agreement. If Purchaser terminates this Agreement pursuant Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected the option contained in clause (i) above. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. However, Schedule F sets forth (i) a list of title documents set forth or otherwise referenced in the Title Report that Buyer has not yet received and (ii) a list of potential encroachments or other matters raised in the Title Report that have not yet been plotted on the Survey. Notwithstanding anything in this Section 5.24.3(A) to the contrary, Seller shall promptly direct if (x) after the Escrowee Effective Date, Buyer is provided with any title document listed on Schedule F or an update to pay the Xxxxxxx Money to or as directed by PurchaserSurvey plotting any of the potential encroachments listed on Schedule F, and (y) Buyer determines, in its reasonable judgment, that same shall have a material adverse effect on Buyer or the Property, then Buyer shall have the right to notify Seller thereof within three (3) Business Days, whereupon such obligation notice shall be considered a timely Title Objection despite such matter having been first identified prior to direct the Escrowee Effective Date and the foregoing procedures and rights and obligations of the parties set forth above in this Section 4.3(A) shall survive the termination of this Agreementapply.

Title and Survey Objections. Within five (5a) Business Days after Purchaser receives the last of may advise Seller in writing and in reasonable detail, not later than November 13, 2012, what exceptions to the Title CommitmentReport other than Permitted Exceptions, the Title Documentsif any, and the Survey, are not acceptable to Purchaser shall deliver to Seller a list of any objections to title and survey matters with respect to the Premises (the “Title Objections”). Purchaser shall not, however, unreasonably express disapproval of any exceptions and prior to notifying Seller shall be obligated to cause of any Title Objections relating shall endeavor in good faith to financing liens, mechanic’s, materialmen’s or similar liens, tax liens or delinquent taxes (including interest cause Title Company to modify and penalties), and leases or other occupancy rights or agreements to be deleted from update the Title Commitment prior Report to or at the Closing, reflect its requested corrections and if revisions. Seller fails to do so, Purchaser may, in addition to all other rights and remedies, deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount. Failure to object within shall have five (5) business days time period after receipt of Purchaser’s Title Objections to give Purchaser notice that (a) Seller will remove any Title Objections from title or afford the Title Company necessary information or certifications to permit it to insure over such exceptions or (b) Seller elects not to cause such exceptions to be removed or insured over. Seller’s failure to provide notice to Purchaser as to any Title Objection shall be deemed a waiver an election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified Purchaser that Seller will not remove or insure over any or all of the Title Objections, Purchaser shall have two (2) business days to determine whether (i) to waive such Title Objections which Seller has elected not to remove or insure over and proceed with the purchase and take the Property subject to such exceptions or (ii) to terminate this Agreement in which event, if Purchaser is not in default hereunder, Escrow Agent shall promptly refund the Initial Deposit to Purchaser; provided, however, that should Seller notify Purchaser on or before November 15, 2012 that Seller will not remove or insure over any or all of the Title Objections, then Purchaser shall have until the expiration of the Due Diligence Period to make its determination under the preceding clauses (i) or (ii). Purchaser’s right failure, prior to object. Any such exceptions not objected the end of the applicable period, to by Purchaser shall be deemed a waiver of Purchaser’s right give Seller notice to object. Any such exceptions not objected to by Purchaser terminate this Agreement shall be deemed to be Permitted Exceptions (as hereinafter defined). an election by Purchaser hereby agrees to the exceptions set forth on Exhibit D (and same are hereby Permitted Exceptions). Within five business (5) days after Seller receives the Title Objections, Seller shall notify Purchaser in writing of any Title Objections which Seller either refuses to cure or is unable to cure in the manner specified in Purchaser’s notice, provided that Seller shall be obligated to cure the Title Objections described in the immediately preceding sentence. In addition, notwithstanding anything contained herein to the contrary, at the Closing, Seller shall pay all Taxes assessed against the Premises which are due and payable at the time of the Closing. Purchaser shall have the right, by giving notice to Seller within five (5) Business Days after Purchaser is notified by Seller of its refusal or inability to cure any one or more of the Title Objections in the manner specified in Purchaser’s notice, to: under clause (i) terminate this Agreement, or (ii) elect to proceed pursuant to this Agreement, thereby waiving its objection to such Title Objections described in Seller’s notice. For purposes of this Agreement, the term “Permitted Exceptions” means (i) title matters that are disclosed by the Title Commitment or as set forth on Exhibit C and are not identified by Purchaser as Title Objections, and (ii) any Title Objections waived by Purchaser as provided above. If Purchaser terminates this Agreement pursuant to this Section 5.2, then the Xxxxxxx Money shall be promptly paid to Purchaser, and neither party shall have any further rights or obligations under this Agreement, except for those rights and obligations that expressly survive a termination of this Agreement. If Purchaser terminates this Agreement pursuant to this Section 5.2, Seller shall promptly direct the Escrowee to pay the Xxxxxxx Money to or as directed by Purchaser, and such obligation to direct the Escrowee shall survive the termination of this Agreementpreceding sentence.

Title and Survey Objections. Within five A. Seller shall deliver to Purchaser within seven (57) Business Days days after the Effective Date an owner’s title insurance commitment using the ALTA Form B on the 1970 form as amended in 1984 (the “Commitment”) issued by Chicago Title Insurance Company (herein in this capacity referred to as the “Title Company”), committing to issue to Purchaser receives an owner’s title insurance policy in the last amount of the Title CommitmentPurchase Price, together with legible copies of all matters referred to therein as exceptions to title. On or before May 26, 2004 (the Title Documents, and the Survey“Out Date”), Purchaser shall deliver to Seller a list statement of any objections to Seller’s title and survey matters with respect to the Premises (Property and any objections as to matters disclosed by the “Title Objections”). Seller shall be obligated to cause any Title Objections relating to financing liens, mechanic’s, materialmen’s or similar liens, tax liens or delinquent taxes Survey” (including interest and penaltiesas hereinafter defined), and leases or other occupancy rights or agreements Seller shall have a reasonable time after Seller’s receipt of such statement (not to be deleted from the Title Commitment prior to or at the Closing, and if Seller fails to do so, Purchaser may, in addition to all other rights and remedies, deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount. Failure to object within exceed five (5) business days time period days) within which to cure any such objections, but Seller shall have no obligation to cure any such objections. In the event that Purchaser does not send to Seller on or before the Out Date a statement of any title or survey objections, such failure conclusively shall be deemed to mean that Purchaser had no such objections and Purchaser shall not have the right to make any title or survey objections after the Out Date except as provided in Section III B hereof. In the event that Seller fails to cure such objections within such five (5) days, then Purchaser shall elect, by written notice to Seller and Escrow Agent, to either (i) terminate this Agreement and receive a waiver full refund of the Deposit, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined), or (ii) waive such objections and consummate the transaction contemplated herein without reduction of the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by election as above provided, then Purchaser shall be deemed to be Permitted Exceptions have elected to waive such objections as provided in the aforesaid item (as hereinafter definedii). In no event will Purchaser hereby agrees have the right to object to, and in no event will Seller have any obligation to cure, any of the exceptions set forth title or survey matters described on Exhibit D B attached hereto and by this reference incorporated herein (and same are hereby hereinafter collectively referred to as the “Permitted Exceptions”). Within five business (5) days after Seller receives the Title Objections, Seller shall notify Purchaser in writing of any Title Objections which Seller either refuses to cure or is unable to cure in the manner specified in Purchaser’s notice, provided that Seller shall be obligated to cure the Title Objections described in the immediately preceding sentence. In addition, notwithstanding anything contained herein to the contrary, at the Closing, Seller shall pay all Taxes assessed against the Premises which are due and payable at the time of the Closing. Purchaser shall have the right, by giving notice to Seller within five (5) Business Days after Purchaser is notified by Seller of its refusal or inability to cure any one or more of the Title Objections in the manner specified in Purchaser’s notice, to: (i) terminate this Agreement, or (ii) elect to proceed pursuant to this Agreement, thereby waiving its objection to such Title Objections described in Seller’s notice. For purposes of this AgreementAs used herein, the term “Permitted ExceptionsSurvey” means (i) title matters shall mean a recertification in favor of Purchaser of that are disclosed certain ALTA/ACSM Land Title Survey for Primary Capital Advisors, LC, Federal Home Loan Mortgage Corporation, Xxxxxxx Properties, Residential, L.P. & Commonwealth Land Title Insurance Company, prepared by Rochester & Associates, Inc., bearing the Title Commitment or as set forth on Exhibit C seal and are not identified by Purchaser as Title Objectionscertification of Xxxxx X. Xxxxx, and (ii) any Title Objections waived by Purchaser as provided aboveGeorgia Registered Land Surveyor No. If Purchaser terminates this Agreement pursuant to this Section 5.22298, then the Xxxxxxx Money shall be promptly paid to Purchaserdated July 1, and neither party shall have any further rights or obligations under this Agreement1999, except for those rights and obligations that expressly survive a termination of this Agreement. If Purchaser terminates this Agreement pursuant to this Section 5.2last revised December 12, Seller shall promptly direct the Escrowee to pay the Xxxxxxx Money to or as directed by Purchaser, and such obligation to direct the Escrowee shall survive the termination of this Agreement2000.

Title and Survey Objections. Within five (5) Business Days after Purchaser receives the last of the Title Commitment, the Title Documents, and the Survey, Purchaser shall deliver to Seller a list of any objections With respect to title and survey matters matters, if Purchaser disapproves any particular item by written notice to Seller during the Inspection Period, as it may be extended, Seller shall cure or attempt to cure Purchaser's objections to such item within ten (10) days after Purchaser's notice of disapproval, provided that Purchaser may, at its sole discretion, extend such ten (10) day period for cure. Purchaser shall not be required to give notice of objection to liens, and Seller shall have the obligation to remove any liens which may be removed solely by the payment of money. Except with respect to liens against the Premises (the “Title Objections”). Property, Seller shall not be obligated to cause incur more than $20,000 in costs to cure Purchaser’s title objections. In the event Seller is unable to cure any Title Objections relating to financing liens, mechanic’s, materialmen’s one or similar liens, tax liens or delinquent taxes (including interest and penalties), and leases or other occupancy rights or agreements to be deleted from the Title Commitment prior to or at the Closing, and if Seller fails to do so, Purchaser may, in addition to all other rights and remedies, deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount. Failure to object within five (5) business days time period shall be deemed a waiver more of Purchaser’s right 's objections pursuant to object. Any such exceptions not objected to by Purchaser shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed to be Permitted Exceptions (as hereinafter defined). Purchaser hereby agrees to the exceptions set forth on Exhibit D (and same are hereby Permitted Exceptions). Within five business (5) days after Seller receives the Title Objectionsthis Section 4.1, Seller shall notify Purchaser in writing of any Title Objections which Seller either refuses to cure or is unable to cure in the manner specified in Purchaser’s notice, provided that Seller shall be obligated to cure the Title Objections described in the immediately preceding sentencesuch election within such ten (10) day period. In addition, notwithstanding anything contained herein the event Seller fails to the contrary, at the Closing, Seller shall pay all Taxes assessed against the Premises which are due and payable at the time of the Closing. notify Purchaser shall have the right, by giving notice to Seller within five (5) Business Days after Purchaser is notified by Seller of its refusal or inability to cure any one or more of the Title Objections in the manner specified in Purchaser’s noticeobjections within such ten (10) day period, then such failure to notify Purchaser shall be deemed Seller’s acknowledgement that Seller is unable to cure said objections. Purchaser shall then notify Seller as to whether Purchaser intends to: (i) waive the particular objection and continue under the terms of this Agreement; (ii) to cure the uncured objection on behalf of Seller by acting as Seller’s attorney-in-fact (the appointment of which Seller is deemed to approve by signing and accepting this Agreement); or (iii) terminate this Agreement. If either Seller elects to cure the objections on its own behalf or Purchaser elects to cure the uncured objections on behalf of Seller, then the accrual of time frames and periods shall be subject to a “standstill” arrangement commencing on the date of receipt by Seller from Purchaser of its notice of objections to title and/or survey and continuing until the date that the objections are cured in Purchaser’s sole satisfaction, at which point the standstill arrangement shall terminate and Purchaser shall resume accruing days under said periods. Notwithstanding the foregoing, Purchaser shall be entitled to continue its inspection of the Property during the standstill period. The term "Permitted Exceptions", as used herein, shall mean (i) the title exceptions listed in Schedule B of the Title Commitment which Purchaser approves or (ii) elect is deemed to proceed approve pursuant to this Agreement, thereby waiving its objection to such Title Objections described in Seller’s notice. For purposes of this Agreement, the term “Permitted Exceptions” means (i) title matters that are disclosed by the Title Commitment or as set forth on Exhibit C and are not identified by Purchaser as Title Objections, and Section 4.1; (ii) any general exceptions and exclusions contained in the standard owner's policy of the Title Objections waived Company that are not deleted pursuant to the delivery of a standard owner's title affidavit; and (iii) any documents specifically contemplated by Purchaser as provided above. If Purchaser terminates this Agreement pursuant to this Section 5.2, then the Xxxxxxx Money shall be promptly paid recorded at or prior to Purchaser, and neither party Closing. Purchaser shall have until the Closing Date in which to re-examine title to the Property and in which to give Seller written notice of any further rights or obligations under this Agreement, except for those rights and obligations that expressly survive a termination additional objections to title created after the date of this Agreement. If Purchaser terminates this Agreement pursuant to this Section 5.2, Seller shall promptly direct the Escrowee to pay the Xxxxxxx Money to or as directed by Purchaser, and such obligation to direct the Escrowee shall survive the termination of this AgreementTitle Commitment.

Title and Survey Objections. Within No later than five (5) Business Days after Purchaser receives prior to the last end of the Title CommitmentDue Diligence Period, the Title Documents, and the Survey, Purchaser Buyer shall deliver to advise Seller a list in writing of any objections exceptions to title and survey matters with respect the Survey to the Premises (the “Title Objections”)which Buyer has objections and which are disapproved by Buyer. Seller shall be obligated have two (2) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause any Title Objections relating to financing liens, mechanic’s, materialmen’s or similar liens, tax liens or delinquent taxes (including interest and penalties), and leases or other occupancy rights or agreements such exceptions to be deleted from the Title Commitment prior removed. Seller’s failure to or at the Closing, and if Seller fails give notice to do so, Purchaser may, in addition to all other rights and remedies, deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount. Failure to object Buyer within five such two (52) business days time Business Day period shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed to be Permitted Exceptions Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice under clause (as hereinafter defined). Purchaser hereby agrees to the exceptions set forth on Exhibit D (and same are hereby Permitted Exceptions). Within five business (5B) days after Seller receives the Title Objections, Seller shall notify Purchaser in writing of any Title Objections which Seller either refuses to cure or is unable otherwise deemed to cure in have elected to proceed under clause (B), Buyer shall have until the manner specified in Purchaser’s notice, provided that Seller shall be obligated to cure the Title Objections described in the immediately preceding sentence. In addition, notwithstanding anything contained herein to the contrary, at the Closing, Seller shall pay all Taxes assessed against the Premises which are due and payable at the time end of the Closing. Purchaser shall have Due Diligence Period to elect to proceed with the right, by giving notice to Seller within five (5) Business Days after Purchaser is notified by Seller of its refusal transaction or inability to cure any one or more of the Title Objections in the manner specified in Purchaser’s notice, to: (i) terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such two (2) Business Day period (which notice may be satisfied by delivery by Buyer of the Approval Notice), or (ii) elect Buyer shall be deemed to proceed have elected to terminate this Agreement. If Seller gives notice pursuant to this Agreement, thereby waiving clause (A) then Seller shall use its objection diligent efforts to such Title Objections described remove the subject title exceptions in accordance with Seller’s notice. For purposes If despite such efforts Seller is unable to remove any such objectionable exceptions prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering a Property that secures the payment of money, such as, but not limited to, mechanic’s liens, materialmen’s liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause each Property to be delivered free and clear of all Monetary Liens assumed, initiated or caused by Seller. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception, on terms reasonably acceptable to Buyer. Notwithstanding anything to the contrary in this AgreementSection 4(h)(iii), in the event that Buyer does not receive current Preliminary Title Reports (including links to or copies of any underlying exceptions or documents referenced therein) for each Property and the Survey within ten (10) Business Days following the Effective Date, the term “Permitted Exceptions” means (i) title matters that are disclosed by the Title Commitment or as set forth on Exhibit C and are not identified by Purchaser as Title Objections, and (ii) any Title Objections waived by Purchaser as provided above. If Purchaser terminates this Agreement pursuant to deadlines contained in this Section 5.2, then the Xxxxxxx Money 4(h)(iii) shall be promptly paid to Purchaser, extended day for day for each day beyond such ten (10) day period until Buyer receives such Title Reports and neither party shall have any further rights or obligations under this Agreement, except for those rights the Survey. Purchase and obligations that expressly survive a termination Sale Agreement Page 6 of this Agreement. If Purchaser terminates this Agreement pursuant to this Section 5.2, Seller shall promptly direct the Escrowee to pay the Xxxxxxx Money to or as directed by Purchaser, and such obligation to direct the Escrowee shall survive the termination of this Agreement.39

Title and Survey Objections. Buyer shall order the Title Report within two (2) Business Days following receipt of the updated abstract of title to the Property from Seller. Buyer shall order the Survey not later than two (2) Business Days following the date of this Contract. Buyer shall deliver or cause to be delivered copies of the Title Report and the Survey to Seller promptly following Xxxxx’s receipt thereof. No later than ten (10) Business Days following the date hereof (the “Title Review Period”), Buyer shall notify Seller in writing (the “Title Objection Notice”) of any objections Buyer may have with respect to the Encumbrances disclosed by the Survey or the Title Report. All Encumbrances disclosed in the Title Report and/or Survey to which Buyer does not timely object in writing shall be deemed to be Permitted Encumbrances; however, Buyer shall be deemed to have timely objected to all Financing Encumbrances, and Seller covenants and agrees that all Financing Encumbrances shall be removed at or prior to Closing, whether by payment, pursuant to the Confirmation Order or otherwise. All Encumbrances which are not Financing Encumbrances and to which Buyer timely objects in writing are referred to herein as “Additional Encumbrances”. Within five (5) Business Days after Purchaser receives the last following receipt of the Title Commitment, the Title Documents, and the Survey, Purchaser shall deliver to Seller a list of any objections to title and survey matters with respect to the Premises Objection Notice (the “Title ObjectionsSeller Response Date”). Seller shall be obligated to cause any Title Objections relating to financing liens, mechanic’s, materialmen’s or similar liens, tax liens or delinquent taxes (including interest and penalties), and leases or other occupancy rights or agreements to be deleted from the Title Commitment prior to or at the Closing, and if Seller fails to do so, Purchaser may, in addition to all other rights and remedies, deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount. Failure to object within five (5) business days time period shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed to be Permitted Exceptions (as hereinafter defined). Purchaser hereby agrees to the exceptions set forth on Exhibit D (and same are hereby Permitted Exceptions). Within five business (5) days after Seller receives the Title Objections, Seller shall notify Purchaser Buyer in writing of any Title Objections which Seller either refuses to cure or is unable to cure in the manner specified in Purchaser(“Seller’s notice, provided that Seller shall be obligated to cure the Title Objections described in the immediately preceding sentence. In addition, notwithstanding anything contained herein to the contrary, at the Closing, Seller shall pay all Taxes assessed against the Premises which are due and payable at the time of the Closing. Purchaser shall have the right, by giving notice to Seller within five (5Response”) Business Days after Purchaser is notified by Seller of its refusal or inability election to cure any one or more of the Title Objections in the manner specified in Purchaser’s notice, to: either (i) terminate this Agreementcause each Additional Encumbrance to be removed from the Title Report on or before Closing (or, in the alternative, and subject to Buyer’s prior written consent, to have the Title Company commit to insure, at Seller’s cost and expense, against any and all loss or damage that may be occasioned by such Additional Encumbrance) or (ii) not so cause such Additional Encumbrance to be removed from the Title Report on or before Closing (or insured over). Seller’s failure to timely give Seller’s Election with respect to any particular Additional Encumbrance shall be conclusively presumed to be Seller’s election not to cause such Additional Encumbrance to be removed (or insured over). If Seller elects not to cause the removal of (or insurance over) any Additional Encumbrance, then Buyer may elect to either (a) proceed pursuant to this Agreementwith the purchase of the Property on or before the Closing Date, thereby waiving its objection subject to such Title Objections described Additional Encumbrances as Seller has elected not to remove, without any cause of action or claim against Seller (including any abatement or reduction in the Purchase Price) arising out of such Additional Encumbrances; or (b) terminate this Contract by written notice to Seller’s notice. For purposes of this Agreement, whereupon the term “Permitted Exceptions” means (i) title matters that are disclosed by the Title Commitment or as set forth on Exhibit C and are not identified by Purchaser as Title Objections, and (ii) any Title Objections waived by Purchaser as provided above. If Purchaser terminates this Agreement pursuant to this Section 5.2, then the Xxxxxxx Escrow Money shall be promptly paid returned to Purchaser, Buyer by Title Company and neither party shall have any further rights or obligations under this Agreement, Contract except for those rights and obligations that which by the terms of this Contract expressly survive a termination termination. Xxxxx’s election to terminate pursuant to the foregoing clause (b) may be made any time prior to the date that is ten (10) calendar days following Xxxxx’s receipt of this AgreementSeller’s Response (the “Title Review Deadline”). If Purchaser terminates Buyer fails to timely notify Seller of its election to terminate this Agreement pursuant Contract in accordance with the foregoing clause (b) on or before the Title Review Deadline, then Buyer shall be deemed to this Section 5.2have elected to proceed with the Closing as set forth in the foregoing clause (a). If Seller elects to cause the removal of (or insurance over) any Additional Encumbrance, Seller then such removal (or insurance) shall promptly direct the Escrowee be accomplished on or prior to pay the Xxxxxxx Money to or as directed by PurchaserClosing, and such obligation upon a failure of the foregoing, Buyer may either (i) remove or insure over the Additional Encumbrances at Seller’s expense, or (ii) elect to direct terminate this Contract by written notice to Seller on or before the Escrowee scheduled date of Closing, whereupon the Escrow Money shall be returned to Buyer by Title Company and neither party shall have any further rights or obligations hereunder except those which are expressly provided in this Contract to survive termination. If Buyer does not so elect to terminate this Contract, Buyer shall consummate the termination purchase of this Agreementthe Property and, at the Closing, Buyer shall receive a credit to the Purchase Price in the amount of all costs incurred by Buyer to remove the Additional Encumbrances.