Common use of Title; Condition Clause in Contracts

Title; Condition. (a) Within five (5) calendar days after the Effective Date, Seller shall deliver to Buyer a current preliminary report for the Property (the “Preliminary Report”). During the Title Approval Period, Buyer may at ▇▇▇▇▇’s expense secure a survey of the Property prepared in accordance with the 2016 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (the “Survey”). On or before the expiration of the Title Approval Period, Buyer shall order and have received a Title Commitment from the Title Company wherein the Title Company commits to issue the Title Policy upon the satisfaction and deletion of all requirements listed therein with no transfer of any such requirements to Schedule B and the payment of the premium therefor (the “Title Commitment”). No later than the last day of the Title Approval Period, ▇▇▇▇▇ may disapprove of any of the matters reflected in the Title Commitment or the Survey by delivering written notice to Seller and Escrow Holder (the “Notice of Defect”) specifying each matter shown in the Title Commitment or Survey, if any, which is disapproved by Buyer (each a “Disapproved Exception”) and stating the reasons for each disapproval. Seller’s failure to receive the Notice of Defect within the Title Approval Period shall be conclusively deemed to constitute Buyer’s approval of the Title Commitment and Survey (if any) and satisfaction of the title condition under this paragraph 3. 1. Buyer acknowledges that all new real estate developments at Kapalua are subjected to a covenant requiring payment to the Kapalua Resort Association of a 0.5% transfer fee on sales and resales of real estate. Buyer acknowledges that at Closing Seller shall reserve, for itself and for the benefit of the Kapalua Resort Association, an easement, in the form attached as Exhibit D, to use the Roadway Lots and the existing Kapalua Drive within the Property until such time as Buyer redevelops Kapalua Drive in accordance with its Development Plan as described below and dedicates them to the Kapalua Resort Association. (b) Within five (5) days after receiving the Notice of Defect, Seller shall deliver to Buyer and Escrow Holder notice as to whether Seller will cure or not cure each of the Disapproved Exception(s). Buyer’s failure to receive any notice from Seller within that 5‑day period shall be deemed to be notice to Buyer that Seller elected not to cure the Disapproved Exception(s). If Seller elects not to cure one or more Disapproved Exception(s), Buyer may terminate this Agreement prior to the expiration of the Due Diligence Period. If Buyer does not so terminate this Agreement, Buyer will be deemed to have waived its disapproval of such Disapproved Exception(s) Seller has elected not to cure and Buyer shall have agreed to acquire title to the Property subject to such Disapproved Exception(s). (c) If Buyer properly terminates this Agreement as provided in this paragraph 3.1, the Initial Deposit shall be returned to Buyer as provided in paragraph 7.3. (d) A Disapproved Exception shall be considered to have been cured by Seller if the Title Company agrees to issue the Title Policy (including any applicable endorsement approved by Buyer in its reasonable discretion) to Buyer either without that Disapproved Exception being reflected as an exception to coverage under the Title Policy or noting such exception and providing an endorsement insuring over such noted exception. The cost of such endorsement shall be borne by Seller. (e) Notwithstanding the foregoing, Seller shall be obligated to discharge any mortgages, and other monetary liens affecting the Property (other than governmental liens such as taxes and assessments not yet due) which are not the result of Buyer’s conduct or actions.

Title; Condition. (a) Within five (5) calendar days 3.1.1 As soon as reasonably practicable after the Effective DateOpening of Escrow, Seller Buyer shall deliver to Buyer request and obtain from the Title Company a current CLTA coverage preliminary report for the Property (the “"Preliminary Report”"). During , together with copies of all documents available to the Title Approval Period, Buyer may at ▇▇▇▇▇’s expense secure a survey of company referenced as recorded exceptions in the Property prepared in accordance with the 2016 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (the “Survey”). On or before the expiration of the Title Approval Period, Buyer shall order and have received a Title Commitment from the Title Company wherein the Title Company commits to issue the Title Policy upon the satisfaction and deletion of all requirements listed therein with no transfer of any such requirements to Schedule B and the payment of the premium therefor (the “Title Commitment”)Preliminary Report. No later than the last day of the Title Approval Due Diligence Period, ▇▇▇▇▇ Buyer may disapprove of any of the matters reflected in the Title Commitment or the Survey Preliminary Report by delivering written notice to Seller and Escrow Holder (the “"Notice of Defect”") specifying each matter shown in the Title Commitment or SurveyPreliminary Report, if any, which is disapproved by Buyer (each a “"Disapproved Exception”) and stating the reasons for each disapproval"). Seller’s 's failure to receive the Notice of Defect within the Title Approval Due Diligence Period shall be conclusively deemed to constitute Buyer’s approval 's disapproval of the Title Commitment and Survey (Preliminary Report as if any) and satisfaction Buyer had delivered a Notice of Defect disapproving each matter shown in the title condition under this paragraph 3Preliminary Report. 1. Buyer acknowledges that all new real estate developments at Kapalua are subjected to a covenant requiring payment to the Kapalua Resort Association of a 0.5% transfer fee on sales and resales of real estate. Buyer acknowledges that at Closing Seller shall reserve, for itself and for the benefit of the Kapalua Resort Association, an easement, in the form attached as Exhibit D, to use the Roadway Lots and the existing Kapalua Drive within the Property until such time as Buyer redevelops Kapalua Drive in accordance with its Development Plan as described below and dedicates them to the Kapalua Resort Association. (b) 3.1.2 Within five (5) business days after receiving a Notice of Defect or after the end of the Due Diligence Period if Buyer failed to deliver the Notice of Defect, Seller shall deliver to Buyer and Escrow Holder notice as to whether Seller will use its reasonable efforts to cure or not cure each of the Disapproved Exception(s). Buyer’s 's failure to receive any notice from Seller within that 5‑day five (5) business day period shall be deemed to be notice to Buyer that Seller elected not to cure the Disapproved Exception(s). If Seller elects not to cure one or more Disapproved Exception(s), Buyer may terminate this Agreement prior to the expiration of the Due Diligence Period. If Buyer does not so terminate this Agreement, Buyer will shall be deemed to have waived terminated this Agreement under Paragraph 6.3 unless Buyer waives its disapproval of such the Disapproved Exception(s) Seller has elected not to cure and Buyer shall have agreed agrees to acquire title to the Property subject to such the Disapproved Exception(s) by written notice delivered to Seller and Escrow Holder within three (3) business days after Seller's notice (or deemed notice) as provided in this Paragraph 3. 3.1.3 If Seller notifies Buyer in writing, as provided in Paragraph 3.1.2, that it would use its reasonable efforts to cure a Disapproved Exception, and then fails to cure that Disapproved Exception by no later than three (3) business days before the Closing Date, Buyer, as its only remedy for Seller having failed to cure the Disapproved Exception, may elect by written notice to Seller and Escrow Holder, to be received no later than two (2) business days before the Closing Date, either to terminate this Agreement or to Close Escrow and to acquire the Property, subject to the Disapproved Exception(s), which Seller shall have no obligation to cure. Seller's failure to receive notice of Buyer's election by such time shall be deemed an election by Buyer to terminate this Agreement. (c) 3.1.4 If Buyer properly terminates elects to terminate this Agreement as provided in this paragraph Paragraph 3.1, or if this Agreement is deemed to be terminated as provided in this Paragraph 3.1, this Agreement shall terminate and the Initial Deposit shall be returned to Buyer as provided in paragraph 7.3Paragraph 6.3. Additionally, if Seller fails to use reasonable efforts to cure a Disapproved Exception after notifying Buyer of Seller's intention to do so, and if Buyer terminates this Agreement because of the Disapproved Exception which Seller failed to use reasonable efforts to cure, Seller shall pay Buyer's reasonable out-of-pocket expenses incurred in connection with this transaction (not to exceed $40,000.00 in any event) during the period between the date on which Buyer received notice from Seller that Seller would use reasonable efforts to cure such exception and the date of such termination. (d) 3.1.5 A Disapproved Exception shall be considered to have been cured by Seller if the Title Company agrees to issue the Title Policy (including any applicable endorsement approved by Buyer in its reasonable discretion) to Buyer either without that Disapproved Exception being reflected as an exception to coverage under the Title Policy or noting with such exception and providing Disapproved Exception reflected but insured over via an endorsement insuring over such noted exception. The cost of such endorsement shall be borne by Selleracceptable to Buyer. 3.1.6 For purposes of this Paragraph 3.1, "reasonable efforts" shall not include any obligation of Seller to incur any expense whatsoever in connection with correcting any Disapproved Exception (e) Notwithstanding except with respect to Seller's own financing or other security transactions), nor shall Seller's notice to Buyer regarding any of those items obligate Seller to incur any expense, except to the foregoing, Seller extent expressly stated otherwise in the notice. Nothing in this Paragraph 3.1 shall be obligated obligate Buyer to discharge expend any mortgages, and other monetary liens affecting the Property (other than governmental liens such as taxes and assessments not yet due) which are not the result of Buyer’s conduct or actionsfunds to cure a Disapproved Exception(s).

Title; Condition. (a) Within five (5) calendar days after Prior to the Effective Date, Seller shall deliver has delivered to Buyer a current preliminary report for the existing parcel of land that contains the Property (the “Preliminary Report”). During the Title Approval Period, Buyer may at ▇▇▇▇▇’s expense secure Seller has no obligation to provide a survey Survey of the Property prepared in accordance with the 2016 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (the “Survey”). On or before the expiration of the Title Approval Period, Buyer shall order and have received a Title Commitment from the Title Company wherein the Title Company commits to issue the Title Policy upon the satisfaction and deletion of all requirements listed therein with no transfer of any such requirements to Schedule B and the payment of the premium therefor (the “Title Commitment”)Property. No later than ten (10) days before the last day of the Title Approval Due Diligence Period, ▇▇▇▇▇ Buyer may disapprove of any of the matters reflected in the Title Commitment or the Survey Preliminary Report by delivering written notice to Seller and Escrow Holder (the “Notice of Defect”) specifying each matter shown in the Title Commitment or Survey, if any, Survey which is disapproved by Buyer (each a “Disapproved Exception”) and stating the reasons for each disapproval. Seller’s failure to receive the Notice of Defect within the Title Approval Due Diligence Period shall be conclusively deemed to constitute Buyer’s approval of the Title Commitment and Survey (if any) Preliminary Report and satisfaction of the title condition under this paragraph 3. 1. Buyer acknowledges that all new real estate developments at Kapalua are subjected to a covenant requiring payment to the Kapalua Resort Association of a 0.5% transfer fee on sales and resales of real estate. Buyer acknowledges that at Closing Seller shall reserve, for itself and for the benefit of the Kapalua Resort Association, an easement, in the form attached as Exhibit D, to use the Roadway Lots and the existing Kapalua Drive within the Property until such time as Buyer redevelops Kapalua Drive in accordance with its Development Plan as described below and dedicates them to the Kapalua Resort Association3.1. (b) Within five (5) days after receiving the Notice of Defect, Seller shall deliver to Buyer and Escrow Holder notice as to whether Seller will elects, in its sole discretion, to cure or not cure each of the Disapproved Exception(s). Buyer’s failure to receive any notice from Seller within that 5‑day period shall be deemed to be notice to Buyer that Seller elected not to cure the Disapproved Exception(s). If Seller elects not to cure one or more Disapproved Exception(s), Buyer may terminate this Agreement prior to the expiration of the Due Diligence Period. If Buyer does not so terminate this Agreement, Buyer will be deemed to have waived its disapproval of such Disapproved Exception(s) Seller has elected not to cure and Buyer shall have agreed to acquire title to the Property subject to such Disapproved Exception(s). (c) If Buyer properly terminates this Agreement as provided in this paragraph 3.1, the Initial Deposit shall be returned to Buyer as provided in paragraph 7.3. (d) A Disapproved Exception shall be considered to have been cured by Seller if the Title Company agrees to issue the Title Policy (including any applicable endorsement approved by Buyer in its reasonable discretion) to Buyer either without that Disapproved Exception being reflected as an exception to coverage under the Title Policy or noting such exception and providing an endorsement insuring over such noted exception. The cost of such endorsement shall be borne by SellerBuyer. (e) Notwithstanding the foregoing, Seller shall be obligated to discharge any mortgagesmortgages or notes secured by deeds of trust, and other monetary liens affecting the Property (other than governmental liens such as taxes and assessments not yet due) which are not the result of Buyer’s conduct or actions. (f) Notwithstanding the foregoing, B▇▇▇▇ agrees that the Limited Warranty Unit Deed from Seller to Buyer shall be subject to the Condominium Documents described below and any other reserved easements and rights set forth in this Agreement.