Common use of Title and Survey Review Clause in Contracts

Title and Survey Review. Buyer has received a copy of the preliminary title report dated February 8, 2018 issued by the Title Company covering the Real Property under order number NCS-885946-SA1 (together with copies of all documents referenced therein, the “Title Report”). Buyer shall have the right, prior to 5:00 p.m. Pacific Time on the date that is five (5) business days before the expiration of the Inspection Deadline (the “Title Notice Date”), to deliver to Seller written notice (the “Title Objection Notice”) of any exceptions to title shown in the Title Report or other items that would be disclosed by a survey of the Real Property, which are disapproved by Buyer; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or assessments not yet due and payable (prorated as provided herein) or any matters which are Buyer’s obligations under Sections 4.1 through 4.3 above (or elsewhere in this Agreement). If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Date, then Buyer shall be deemed to have approved the exceptions to title shown on the Title Report, any matters that would be disclosed by a survey of the Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s sole cost and expense, or

Title and Survey Review. Buyer has received 4.9.1 Seller shall cause Title Company, within five (5) business days after the Effective Date, to deliver to Buyer, to the extent not previously obtained by Xxxxx (a) a copy of the preliminary title report dated February 8, 2018 issued by for the Title Company covering the Real Property under order number NCS-885946-SA1 (together with copies of all documents referenced thereinas may be updated or supplemented from time to time, the “Title Report”), and (b) copies of all underlying title documents described in the Title Report. Buyer shall have the right, prior to 5:00 p.m. Pacific Time on the date that is five (5) business days before the expiration of the Inspection Deadline (the “Title Notice Date”), to deliver to Seller written notice (the “Title Objection Notice”) of any exceptions to title shown in the Title Report or other items that would be disclosed by a survey of the Real Property, which are disapproved by Buyer; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or regular assessments not yet due and payable (prorated as provided herein) or any matters which are Buyer’s obligations under Sections 4.1 through 4.3 above (this Agreement or elsewhere in this Agreement)the obligations of Angels Baseball under the Lease. If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Date, then Buyer shall be deemed to have approved the exceptions to title shown on the Title Report, any matters that would be disclosed by a survey of the Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s sole cost and expense, oror (b) be unable or unwilling to remove, discharge or endorse over the exception(s) (Seller’s failure to notify Buyer being Seller’s election to proceed as provided in clause (b) above), in which case Buyer will have until the Inspection Deadline to elect to (x) proceed with the purchase of the Property subject to such exception(s), or (y) terminate this Agreement by delivering written notice of such election to terminate (a “Termination Notice”) to Seller and Escrow Holder, in which case the Escrow Deposit (minus Escrow Holder’s and the Title Company’s cancellation fees) shall be returned to Buyer, and neither party shall have any further rights or liabilities hereunder, except for those provisions (including this provision) which expressly survive the termination of this Agreement. Buyer’s failure to notify Seller and Escrow Holder of its election between (x) and (y) in the immediately preceding sentence shall be deemed to be Buyer’s election to proceed as provided in (x). In the event Seller determines at any time that it is unable or unwilling to remove any one or more of disapproved title or survey matters, Seller may give written notice to Buyer to such effect and Buyer may, at its option, terminate this Agreement upon delivering a Termination Notice to Seller and Escrow Holder, but only if given prior to the sooner to occur of the Closing Date or five (5) days after Buyer receives Seller’s notice, in which case the Escrow Deposit (minus Escrow Holder’s and the Title Company’s cancellation fees) shall be returned to Buyer. If Xxxxx fails to give notice of Xxxxx’s disapproval by such date, Buyer shall be deemed to have approved such matters. It is understood that Buyer may request a number of endorsements to the Title Policy (as defined in Section 5.3 below) and/or extended ALTA coverage; however, Buyer shall satisfy itself prior to the Title Notice Date that the Title Company will be willing to issue any extended ALTA coverage and any such endorsements in connection with the Title Policy and failure to deliver a Termination Notice by the Inspection Deadline shall be deemed a waiver of any objections to title and survey, approval of all matters pertaining to title and survey, including, without limitation, the forms of the Title Policy and the availability of any endorsements. Xxxxxx agrees to deliver to Title Company at or prior to Closing a completed and signed owner’s affidavit (“Owner’s Affidavit”) in a form reasonably acceptable to Seller, as required by the Title Company for issuance to Buyer of an extended ALTA coverage Owner’s title insurance policy, and such evidence and documents as may be reasonably and customarily required by the Title Company concerning the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property.

Title and Survey Review. 4.9.1 Seller shall cause Title Company, within five (5) business days after the Effective Date, to deliver to Buyer, to the extent not previously obtained by Buyer has received (a) a copy of the preliminary title report dated February 8, 2018 issued by for the Title Company covering the Real Property under order number NCS-885946-SA1 (together with copies of all documents referenced thereinas may be updated or supplemented from time to time, the “Title Report”), and (b) copies of all underlying title documents described in the Title Report. Buyer shall have the right, prior to 5:00 p.m. Pacific Time on the date that is five (5) business days before the expiration of the Inspection Deadline (the “Title Notice Date”), to deliver to Seller written notice (the “Title Objection Notice”) of any exceptions to title shown in the Title Report or other items that would be disclosed by a survey of the Real Property, which are disapproved by Buyer; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or regular assessments not yet due and payable (prorated as provided herein) or any matters which are Buyer’s obligations under Sections 4.1 through 4.3 above (this Agreement or elsewhere in this Agreement)the obligations of Angels Baseball under the Lease. If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Date, then Buyer shall be deemed to have approved the exceptions to title shown on the Title Report, any matters that would be disclosed by a survey of the Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s sole cost and expense, oror (b) be unable or unwilling to remove, discharge or endorse over the exception(s) (Seller’s failure to notify Buyer being Seller’s election to proceed as provided in clause (b) above), in which case Buyer will have until the Inspection Deadline to elect to (x) proceed with the purchase of the Property subject to such exception(s), or (y) terminate this Agreement by delivering written notice of such election to terminate (a “Termination Notice”) to Seller and Escrow Holder, in which case the Escrow Deposit (minus Escrow Holder’s and the Title Company’s cancellation fees) shall be returned to Buyer, and neither party shall have any further rights or liabilities hereunder, except for those provisions (including this provision) which expressly survive the termination of this Agreement. Buyer’s failure to notify Seller and Escrow Holder of its election between (x) and (y) in the immediately preceding sentence shall be deemed to be Buyer’s election to proceed as provided in (x). In the event Seller determines at any time that it is unable or unwilling to remove any one or more of disapproved title or survey matters, Seller may give written notice to Buyer to such effect and Buyer may, at its option, terminate this Agreement upon delivering a Termination Notice to Seller and Escrow Holder, but only if given prior to the sooner to occur of the Closing Date or five (5) days after Buyer receives Seller’s notice, in which case the Escrow Deposit (minus Escrow Holder’s and the Title Company’s cancellation fees) shall be returned to Buyer. If Buyer fails to give notice of Buyer’s disapproval by such date, Buyer shall be deemed to have approved such matters. It is understood that Buyer may request a number of endorsements to the Title Policy (as defined in Section 5.3 below) and/or extended ALTA coverage; however, Buyer shall satisfy itself prior to the Title Notice Date that the Title Company will be willing to issue any extended ALTA coverage and any such endorsements in connection with the Title Policy and failure to deliver a Termination Notice by the Inspection Deadline shall be deemed a waiver of any objections to title and survey, approval of all matters pertaining to title and survey, including, without limitation, the forms of the Title Policy and the availability of any endorsements. Seller agrees to deliver to Title Company at or prior to Closing a completed and signed owner’s affidavit (“Owner’s Affidavit”) in a form reasonably acceptable to Seller, as required by the Title Company for issuance to Buyer of an extended ALTA coverage Owner’s title insurance policy, and such evidence and documents as may be reasonably and customarily required by the Title Company concerning the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property.

Title and Survey Review. Buyer has received may, among other reports and due diligence materials, obtain (i) at Seller’s sole cost and expense for the search/exam fees a copy title commitment (“Title Commitment”) for an ALTA 2006 Owner’s Policy (and Lender’s Policy) of the preliminary title report dated February 8, 2018 issued by the Title Company covering insurance for the Real Property under order number NCS-885946-SA1 (together with copies of all documents referenced thereinsaid policies are hereafter referred to, separately and collectively, as the “Title ReportPolicy”). ; Buyer and Seller shall have equally split 50/50 the right, prior to 5:00 p.m. Pacific Time on title premium for the date that is five (5) business days before the expiration of the Inspection Deadline (the “Title Notice Date”Policy), to deliver to Seller written notice and (the “Title Objection Notice”ii) of any exceptions to title shown in the Title Report or other items that would be disclosed by a at Buyer’s sole cost and expense, an ALTA survey of the Real Property, which are disapproved by Buyer; providedcontaining such “Table A” items as Buyer may desire (such survey, howeveror if appliable then the existing Seller survey as described below, the “Survey”). Buyer shall not have pay for all title endorsements (other than any right title endorsements that are the method by which Seller elects, in its sole discretion, to disapprove cure a title/survey issue(s). Prior to the end of the Inspection Period the Buyer shall specify in writing any real estate taxes title or assessments not yet due and payable (prorated as provided herein) or any survey matters to which are Buyer’s obligations under Sections 4.1 through 4.3 above (or elsewhere in this Agreement)Buyer objects. If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Dateobject within this time period, then Buyer shall be deemed to have approved waived the exceptions right to object to title shown on and survey matters that existed as of the date of the Title ReportCommitment, any matters that would be disclosed by a survey and as of the Real Property and all other date of the Survey, respectively (but Seller shall remain obligated to remove Seller Voluntary Monetary Liens as that term is defined below). If Buyer objects to any title or survey matters, includingSeller shall, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have within three (3) business days after receipt of the Title Objection Notice Buyer’s objections, deliver to advise Buyer in writing written notice that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretionSeller will, at Seller’s sole cost and expense, or,

Title and Survey Review. Buyer has received a copy of During the preliminary Title and Survey Review Period, Purchaser shall review title report dated February 8, 2018 issued to the Property as disclosed by the Title Company covering Commitment and the Real Property under order number NCS-885946-SA1 Survey, and Purchaser shall make any objections thereto in writing to Seller no later than ten (together with copies of all documents referenced therein, the “Title Report”). Buyer shall have the right, 10) days prior to 5:00 p.m. Pacific Time on the date that is five (5) business days before the expiration of the Inspection Deadline Period. Seller shall respond to Purchaser’s objections in writing no later than three (3) days prior to the “Title Notice Date”expiration of the Inspection Period. Seller’s failure to provide a written response within said period shall be deemed Seller’s refusal to cure any Purchaser objection other than as set forth in this Section 5.3. Seller shall have no obligation to cure title objections except liens of an ascertainable monetary amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), to and Seller shall deliver to Seller written notice (the “Title Objection Notice”) Property free and clear of any such liens. Seller further agrees to remove any exceptions or encumbrances to title shown which are voluntarily created by, under or through Seller after the Effective Date without Purchaser’s consent. The term “Permitted Exceptions” shall mean: the specific exceptions (excluding standard exceptions that are part of the promulgated title insurance form for the Title Policy) in the Title Report Commitment that have not been objected to or other items that would be disclosed waived by a survey Purchaser as of the Real Propertyend of the Inspection Period and that Seller is not required to remove as provided above or has not otherwise agreed to remove; matters created by, through or under Purchaser; items shown on the Survey which are disapproved have not been objected to or waived by BuyerPurchaser as of the end of the Inspection Period; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or assessments for the year in which the Closing occurs which are not yet due and payable (prorated as provided herein) payable; rights of tenants under the Leases; rights of tenants or any matters which are Buyer’s obligations licensees under Sections 4.1 through 4.3 above (or elsewhere in this Agreement). If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Date, then Buyer shall be deemed to have approved the exceptions to title shown on the Title Report, any matters that would be disclosed by a survey of the Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage License Agreements; and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three licensees under any Service Contracts (3approved by Purchaser) business days after receipt not terminated as of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s sole cost and expense, or.

Title and Survey Review. Buyer has received 4.9. l Seller shall cause Title Company, within five (5) business days after the Effective Date, to deliver to Buyer, to the extent not previously obtained by Xxxxx (a) a copy of the preliminary title report dated February 8for the Property (as may be updated or supplemented from time to time, 2018 issued by the "Title Company covering the Real Property under order number NCS-885946-SA1 Report"), and (together with b) copies of all underlying title documents referenced therein, described in the “Title Report”). Buyer shall have the right, prior to 5:00 p.m. Pacific Time on the date that is five (5) business days before the expiration of the Inspection Deadline (the “"Title Notice Date”"), to deliver to Seller written notice (the “"Title Objection Notice”") of any exceptions to title shown in the Title Report or other items that would be disclosed by a survey of the Real Property, which are disapproved by Buyer; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or regular assessments not yet due and payable (prorated as provided herein) or any matters which are Buyer’s 's obligations under Sections 4.1 through 4.3 above (this Agreement or elsewhere in this Agreement)the obligations of Angels Baseball under the Lease. If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Date, then Buyer shall be deemed to have approved the exceptions to title shown on the Title Report, any matters that would be disclosed by a survey of the Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s 's sole cost and expense, oror (b) be unable or unwilling to remove, discharge or endorse over the exception(s) (Seller's failure to notify Buyer being Seller's election to proceed as provided in clause (b) above), in which case Buyer will have until the Inspection Deadline to elect to (x) proceed with the purchase of the Property subject to such exception(s), or (y) terminate this Agreement by delivering written notice of such election to terminate (a "Termination Notice") to Seller and Escrow Holder, in which case the Escrow Deposit (minus Escrow Holder's and the Title Company's cancellation fees) shall be returned to Buyer, and neither party shall have any further rights or liabilities hereunder, except for those provisions (including this provision) which expressly survive the termination of this Agreement. Xxxxx's failure to notify Seller and Escrow Holder of its election between (x) and (y) in the immediately preceding sentence shall be deemed to be Buyer's election to proceed as provided in (x). In the event Seller determines at any time that it is unable or unwilling to remove any one or more of disapproved title or survey matters, Seller may give written notice to Buyer to such effect and Buyer may, at its option, terminate this Agreement upon delivering a Termination Notice to Seller and Escrow Holder, but only if given prior to the sooner to occur of the Closing Date or five (5) days after Buyer receives Seller's notice, in which case the Escrow Deposit (minus Escrow Holder's and the Title Company's cancellation fees) shall be returned to Buyer. If Xxxxx fails to give notice of Xxxxx's disapproval by such date, Buyer shall be deemed to have approved such matters. It is understood that Buyer may request a number of endorsements to the Title Policy (as defined in Section 5.3 below) and/or extended ALTA coverage; however, Buyer shall satisfy itself prior to the Title Notice Date that the Title Company will be willing to issue any extended ALTA coverage and any such endorsements in connection with the Title Policy and failure to deliver a Termination Notice by the Inspection Deadline shall be deemed a waiver of any objections to title and survey, approval of all matters pertaining to title and survey, including, without limitation, the forms of the Title Policy and the availability of any endorsements. Xxxxxx agrees to deliver to Title Company at or prior to Closing a completed and signed owner's affidavit ("Owner's Affidavit") in a form reasonably acceptable to Seller, as required by the Title Company for issuance to Buyer of an extended ALTA coverage Owner's title insurance policy, and such evidence and documents as may be reasonably and customarily required by the Title Company concerning the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property.

Title and Survey Review. Buyer has received a copy of the preliminary title report dated February 8, 2018 issued by the Title Company covering the Real Property under order number NCS-885946-SA1 (together with copies of all documents referenced therein, the “Title Report”). a) Buyer shall have the right, right to obtain a title commitment for owner's title insurance policy (the "Title Commitment") and survey of the Real Property (the "Survey"). No later than ten (10) business days prior to 5:00 p.m. Pacific Time the expiration of the Due Diligence Period, Buyer shall give notice to Seller of any objection to any exception or other matter shown in the Title Commitment or Survey on or before the date that is of expiration of the Due Diligence Period. Within five (5) business days before the expiration of the Inspection Deadline (the “Title Notice Date”Seller's receipt of Buyer's notice of objection(s), Seller shall notify Buyer in writing of Seller's election to deliver either (i) remove such exceptions (in which case Buyer's objections shall be deemed waived), or (ii) terminate this Agreement. Seller's failure to make an election shall be deemed an election to terminate. Without limiting the foregoing, Seller written notice shall be obligated to fully discharge on or before Closing all mortgages, security interests and other monetary liens and encumbrances of a definite and ascertainable amount (each a "Monetary Lien"). In the “Title Objection Notice”) of event that any additional title exceptions are discovered after the reports are issued, then if Buyer is not willing to title shown accept such exceptions as-is, then Seller shall elect in the Title Report or other items that would be disclosed by a survey of the Real Property, writing to either eliminate such exceptions (in which are disapproved by Buyer; provided, however, Buyer case this Agreement shall not have any right to disapprove of any real estate taxes or assessments not yet due and payable (prorated as provided hereinremain in effect) or any matters terminate this Agreement (in which are case the Deposit shall be returned to Buyer’s obligations under Sections 4.1 through 4.3 above (or elsewhere in this Agreement). If Buyer fails to deliver give written notice to Seller of any objection to title or survey within the Title Objection Notice on or before the Title Notice DateDue Diligence Period, then Buyer shall be deemed to have approved the exceptions to state of title shown on the Title Report, any matters that would be disclosed by a and survey as of the Real Property date of such title and all other title or survey mattersreports are issued, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s sole cost and expense, orexcept for Monetary Liens.

Title and Survey Review. Buyer has received (A) When obtained (the “Title Delivery Date”), Seller shall obtain and deliver to Purchaser for each Sale Facility (a) a copy of the preliminary title report dated February 8, 2018 or commitment (the “Title Commitments”) for an extended coverage title insurance policy with respect to the Real Property issued by the Title Company covering the Real Property under order number NCS-885946-SA1 (together Company, along with legible copies of all of the exception documents referenced therein, and (b) a litigation, bankruptcy, judgment and security interest search in the name of Seller and Sale Facility (the “Title ReportLitigation and Lien Searches”). Buyer shall have If Purchaser desires to obtain, an ALTA survey with respect to the right, prior to 5:00 p.m. Pacific Time on the date that is five Real Property (5if not covered by an Existing Survey (as hereinafter defined)) business days before the expiration of the Inspection Deadline (the “Title Notice DateNew Surveys”), to deliver to Seller written notice which shall be prepared by surveyor selected by Purchaser in the exercise of its reasonable discretion (the “Title Objection NoticeSurveyor”) of ), or at Purchaser’s sole discretion, shall request that any exceptions existing survey provided by Seller with respect to title shown in the Title Report or other items that would be disclosed by a survey of the Real Property, which are disapproved by Buyer; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or assessments not yet due and payable (prorated as provided herein) or any matters which are Buyer’s obligations under Sections 4.1 through 4.3 above (or elsewhere in this Agreement). If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Date, then Buyer shall be deemed to have approved the exceptions to title shown on the Title Report, any matters that would be disclosed by a survey of the Real Property (the “Existing Survey(s)”) be updated (if the same is dated more than ninety (90) days prior to the Execution Date), and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage recertified to Purchaser and any endorsements. If Buyer timely delivers the Title Objection Notice to SellerCompany (the “Recertified Survey(s)” and together with the New Surveys, then Seller shall have three (3) business days after receipt the “Surveys”), with, in each case, the intent of the Title Objection Notice parties being that, at Purchaser’s election, at the Closing Purchaser will receive an ALTA Survey for each Sale Facility which is sufficient to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable the Title Policies (as defined below) without the survey exception. Each New Survey or each Recertified Survey shall be certified to Buyer in its sole discretionPurchaser and the Title Company, at Seller’s sole cost and, upon completion thereof, Purchaser shall cause the New Surveys or the Recertified Surveys, as applicable, to be delivered by the Surveyor to Purchaser and expense, orthe Title Company.

Title and Survey Review. 4.9. l Seller shall cause Title Company, within five (5) business days after the Effective Date, to deliver to Buyer, to the extent not previously obtained by Buyer has received (a) a copy of the preliminary title report dated February 8for the Property (as may be updated or supplemented from time to time, 2018 issued by the "Title Company covering the Real Property under order number NCS-885946-SA1 Report"), and (together with b) copies of all underlying title documents referenced therein, described in the “Title Report”). Buyer shall have the right, prior to 5:00 p.m. Pacific Time on the date that is five (5) business days before the expiration of the Inspection Deadline (the “"Title Notice Date”"), to deliver to Seller written notice (the “"Title Objection Notice”") of any exceptions to title shown in the Title Report or other items that would be disclosed by a survey of the Real Property, which are disapproved by Buyer; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or regular assessments not yet due and payable (prorated as provided herein) or any matters which are Buyer’s 's obligations under Sections 4.1 through 4.3 above (this Agreement or elsewhere in this Agreement)the obligations of Angels Baseball under the Lease. If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Date, then Buyer shall be deemed to have approved the exceptions to title shown on the Title Report, any matters that would be disclosed by a survey of the Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s 's sole cost and expense, oror (b) be unable or unwilling to remove, discharge or endorse over the exception(s) (Seller's failure to notify Buyer being Seller's election to proceed as provided in clause (b) above), in which case Buyer will have until the Inspection Deadline to elect to (x) proceed with the purchase of the Property subject to such exception(s), or (y) terminate this Agreement by delivering written notice of such election to terminate (a "Termination Notice") to Seller and Escrow Holder, in which case the Escrow Deposit (minus Escrow Holder's and the Title Company's cancellation fees) shall be returned to Buyer, and neither party shall have any further rights or liabilities hereunder, except for those provisions (including this provision) which expressly survive the termination of this Agreement. Buyer's failure to notify Seller and Escrow Holder of its election between (x) and (y) in the immediately preceding sentence shall be deemed to be Buyer's election to proceed as provided in (x). In the event Seller determines at any time that it is unable or unwilling to remove any one or more of disapproved title or survey matters, Seller may give written notice to Buyer to such effect and Buyer may, at its option, terminate this Agreement upon delivering a Termination Notice to Seller and Escrow Holder, but only if given prior to the sooner to occur of the Closing Date or five (5) days after Buyer receives Seller's notice, in which case the Escrow Deposit (minus Escrow Holder's and the Title Company's cancellation fees) shall be returned to Buyer. If Buyer fails to give notice of Buyer's disapproval by such date, Buyer shall be deemed to have approved such matters. It is understood that Buyer may request a number of endorsements to the Title Policy (as defined in Section 5.3 below) and/or extended ALTA coverage; however, Buyer shall satisfy itself prior to the Title Notice Date that the Title Company will be willing to issue any extended ALTA coverage and any such endorsements in connection with the Title Policy and failure to deliver a Termination Notice by the Inspection Deadline shall be deemed a waiver of any objections to title and survey, approval of all matters pertaining to title and survey, including, without limitation, the forms of the Title Policy and the availability of any endorsements. Seller agrees to deliver to Title Company at or prior to Closing a completed and signed owner's affidavit ("Owner's Affidavit") in a form reasonably acceptable to Seller, as required by the Title Company for issuance to Buyer of an extended ALTA coverage Owner's title insurance policy, and such evidence and documents as may be reasonably and customarily required by the Title Company concerning the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property.