Common use of TITLE CONTINGENCY Clause in Contracts

TITLE CONTINGENCY. Within ten (10) days following the Effective Date of this Agreement, Seller shall cause to be delivered to Buyer a preliminary title report on the Property ("Title Report"), together with copies of all exceptions thereon and a copy of Seller's existing as-built Survey (herein so called). Buyer shall have fifteen (15) days after receipt of the Title Report, exception documents and the Survey (the "Objection Period") in which to approve or disapprove of or object to, any items or matters whether or not disclosed therein. If, during the Objection Period, Buyer shall fail to give written notice to Seller of any such item(s) or matter(s) to which Buyer objects, Buyer shall have waived its rights to object to any such items or matters. Those items or matters to which Buyer has not objected (or waived, as hereinafter provided) shall be referred to individually as a "Permitted Exception" and collectively as the "Permitted Exceptions." If Buyer shall object to any such items or matters during such Objection Period, then Seller, during the ten (10) day period (the "Cure Period") immediately thereafter may (a) cure or correct such objections to Buyer's reasonable satisfaction, but without any obligation to do so (save and except any liens encumbering the Property, which Seller shall cause to be released, both in fact and of record, prior to or at Closing whether or not Buyer objects to same hereunder), or (b) deliver written notice (the "Cure Response") to Buyer as to which objections Seller will and/or will not cure prior to or at Closing. If Seller shall fail during the Cure Period to cure or correct any of Buyer's objections or to commit to do so in the written Cure Response, then Buyer may, at any time prior to the period expiring on the later to occur of (i) ten (10) days after the expiration of the Cure Period, or (ii) the expiration of the inspection contingencies set forth in subparagraph (b), elect to terminate this Agreement by delivering written notice thereof to Seller, whereupon the Deposit shall be returned to Buyer, and, upon such return, Buyer and Seller shall have no further obligations hereunder. In the event that Buyer does not timely elect to terminate this Agreement in accordance with the previous sentence, each item or matter to which Buyer has objected and which Seller has not cured or committed in writing to cure at or prior to Closing Date shall be waived by Buyer and shall constitute an additional Permitted Exception. This contingency is for the benefit of Buyer and may, therefore, be waived in part or all by Buyer.

TITLE CONTINGENCY. Within ten five (105) business days following after the Effective Date of this AgreementDate, Seller shall deliver or cause to be delivered to Buyer a preliminary title report (the “Commitment") for a standard owner's title insurance policy for the Property issued by the Title Company using a nationally recognized title insurance underwriter, together with copies of the instruments listed in the schedule of exceptions in such Commitment. Buyer shall have until the later of sixty (60) days from the Effective Date or fifteen (15) days after receipt of the Commitment to deliver to Seller in writing any objection to a matter shown on the Commitment which materially affects the Property or Buyer's use of the Property ("Title ReportObjections"). If Buyer fails to deliver timely notice of Title Objections to Seller, together with copies of Buyer shall be deemed to have fully accepted the Commitment and all exceptions thereon and a copy of Seller's existing as-built Survey (herein so called)matters disclosed therein. If Buyer timely delivers Title Objections, Seller shall have fifteen (15) days after receipt of Buyer's objection notice to notify Buyer in writing what, if anything, Seller shall do to cure the Title Report, exception documents and Objections. Failure of Seller to respond within said period shall indicate that Seller elects not to cure the Survey (Title Objections. Seller shall have no obligation to cure any Title Objection or incur any expense with respect thereto. If Seller elects not to cure one or more of the "Objection Period") in which to approve or disapprove of or object to, any items or matters whether or not disclosed therein. If, during the Objection Period, Buyer shall fail to give written notice to Seller of any such item(s) or matter(s) to which Buyer objectsTitle Objections, Buyer shall have waived its rights five (5) business days to object deliver notice to any such items or matters. Those items or matters to Seller terminating this Contract, in which Buyer has not objected (or waived, as hereinafter provided) event the ▇▇▇▇▇▇▇ Money Deposit money shall be referred disbursed to individually as a "Permitted Exception" Seller and collectively as the "Permitted Exceptions." If Buyer shall object to any such items or matters during such Objection Period, then Seller, during the ten (10) day period (the "Cure Period") immediately thereafter may (a) cure or correct such objections to Buyer's reasonable satisfaction, but without any obligation to do so (save and except any liens encumbering the Property, which Seller shall cause to be released, both in fact and of record, prior to or at Closing whether or not Buyer objects to same hereunder), or (b) deliver written notice (the "Cure Response") to Buyer as to which objections Seller will and/or will not cure prior to or at Closing. If Seller shall fail during the Cure Period to cure or correct any of Buyer's objections or to commit to do so in the written Cure Response, then Buyer may, at any time prior to the period expiring on the later to occur of (i) ten (10) days after the expiration of the Cure Period, or (ii) the expiration of the inspection contingencies set forth in subparagraph (b), elect to terminate this Agreement by delivering written notice thereof to Seller, whereupon the Deposit shall be returned to Buyer, and, upon such return, Buyer and Seller parties shall have no further obligations hereunderhereunder except those provisions that expressly survive. In If Seller pursues a cure and is unable to cure a Title Objection by the event that End of the Due Diligence Period, then Buyer does not timely elect shall have the option to either terminate this Agreement Contract (in accordance which case the ▇▇▇▇▇▇▇ Money Deposit shall disbursed to Seller and the parties shall have no further obligations hereunder except those provisions that expressly survive), or close on the purchase of the Property with no Purchase Price reduction, in which case Buyer is deemed to have accepted any uncured Title Objections and waived any rights against Seller relating thereto. Notwithstanding anything to the previous sentencecontrary herein, each item or matter to which Buyer has objected and which Seller has not cured or committed in writing to cure at or prior to Closing Date the following matters shall be deemed "Permitted Exceptions" and Buyer shall have no right to object to any of said matters on the Commitment: a. municipal and zoning ordinances and agreements entered under them, building and use restrictions and covenants, and State and/or Federal statutes and regulations; b. recorded easements for the distribution of utility and municipal services; c. property taxes and special assessments levied in the year of Closing and subsequent years; and d. such other matters as disclosed by the Commitment and waived or deemed waived by Buyer and pursuant to this paragraph 5. At Closing, Seller shall constitute an additional cause the Title Company to issue a current owner's title insurance policy (standard form) in the amount of the Purchase Price insuring Buyer as the fee simple owner of the Realty as of the date of recording the deed, subject to the Permitted Exception. This contingency is for the benefit of Buyer and may, therefore, be waived in part or all by BuyerExceptions ("Title Policy").

TITLE CONTINGENCY. Within ten five (105) business days following after the Effective Date of this AgreementDate, Seller shall deliver or cause to be delivered to Buyer a preliminary title report (the “Commitment") for a standard owner's title insurance policy for the Property issued by the Title Company using a nationally recognized title insurance underwriter, together with copies of the instruments listed in the schedule of exceptions in such Commitment. Buyer shall have until the later of sixty (60) days from the Effective Date or fifteen (15) days after receipt of the Commitment to deliver to Seller in writing any objection to a matter shown on the Commitment which materially affects the Property or Buyer's use of the Property ("Title ReportObjections"). If Buyer fails to deliver timely notice of Title Objections to Seller, together with copies of Buyer shall be deemed to have fully accepted the Commitment and all exceptions thereon and a copy of Seller's existing as-built Survey (herein so called)matters disclosed therein. If Buyer timely delivers Title Objections, Seller shall have fifteen (15) days after receipt of Buyer's objection notice to notify Buyer in writing what, if anything, Seller shall do to cure the Title Report, exception documents and Objections. Failure of Seller to respond within said period shall indicate that Seller elects not to cure the Survey (Title Objections. Seller shall have no obligation to cure any Title Objection or incur any expense with respect thereto. If Seller elects not to cure one or more of the "Objection Period") in which to approve or disapprove of or object to, any items or matters whether or not disclosed therein. If, during the Objection Period, Buyer shall fail to give written notice to Seller of any such item(s) or matter(s) to which Buyer objectsTitle Objections, Buyer shall have waived its rights five (5) business days to object deliver notice to any such items or matters. Those items or matters to Seller terminating this Contract, in which Buyer has not objected (or waived, as hereinafter provided) event the ▇▇▇▇▇▇▇ Money Deposit money shall be referred to individually as a "Permitted Exception" forfeited by Buyer in favor of Seller and collectively as the "Permitted Exceptions." If Buyer shall object to any such items or matters during such Objection Period, then Seller, during the ten (10) day period (the "Cure Period") immediately thereafter may (a) cure or correct such objections to Buyer's reasonable satisfaction, but without any obligation to do so (save and except any liens encumbering the Property, which Seller shall cause to be released, both in fact and of record, prior to or at Closing whether or not Buyer objects to same hereunder), or (b) deliver written notice (the "Cure Response") to Buyer as to which objections Seller will and/or will not cure prior to or at Closing. If Seller shall fail during the Cure Period to cure or correct any of Buyer's objections or to commit to do so in the written Cure Response, then Buyer may, at any time prior to the period expiring on the later to occur of (i) ten (10) days after the expiration of the Cure Period, or (ii) the expiration of the inspection contingencies set forth in subparagraph (b), elect to terminate this Agreement by delivering written notice thereof to Seller, whereupon the Deposit shall be returned to Buyer, and, upon such return, Buyer and Seller parties shall have no further obligations hereunderhereunder except those provisions that expressly survive. In If Seller pursues a cure and is unable to cure a Title Objection by the event that End of the Due Diligence Period, then Buyer does not timely elect shall have the option to either terminate this Agreement Contract (in accordance with which case the previous sentence, each item or matter to which Buyer has objected and which Seller has not cured or committed in writing to cure at or prior to Closing Date ▇▇▇▇▇▇▇ Money Deposit shall be deemed forfeited by Buyer in favor of Seller and the parties shall have no further obligations hereunder except those provisions that expressly survive), or close on the purchase of the Property with no Purchase Price reduction, in which case Buyer is deemed to have accepted any uncured Title Objections and waived any rights against Seller relating thereto. Notwithstanding anything to the contrary herein, the following matters shall be deemed "Permitted Exceptions" and Buyer shall have no right to object to any of said matters on the Commitment: a. municipal and zoning ordinances and agreements entered under them, building and use restrictions and covenants, and State and/or Federal statutes and regulations; b. recorded easements for the distribution of utility and municipal services; c. property taxes and special assessments levied in the year of Closing and subsequent years; and d. such other matters as disclosed by the Commitment and waived or deemed waived by Buyer and pursuant to this paragraph 5. At Closing, Seller shall constitute an additional cause the Title Company to issue a current owner's title insurance policy ( standard form) in the amount of the Purchase Price insuring Buyer as the fee simple owner of the Realty as of the date of recording the deed, subject to the Permitted Exception. This contingency is for the benefit of Buyer and may, therefore, be waived in part or all by BuyerExceptions ("Title Policy").

TITLE CONTINGENCY. Within ten On or before the Final Title Deadline, (10a) days following Buyer shall attempt to obtain a commitment for, or a pro-forma owner's title insurance policy in the Effective Date form of, an extended coverage 1992 ALTA Form B Owner's Policy of this AgreementTitle Insurance covering the Property, Seller issued by the Title Company in the State of Virginia, in the face amount of the Purchase Price, which commitment or pro-forma shall cause (i) show title to the Property to be delivered vested of record in Buyer, (ii) show the Permitted Exceptions to be the only exceptions to title, and (iii) obligate Title Company, upon the satisfaction of its requirements therefore, (a) to delete all general exceptions and printed exceptions which appear in the standard 1992 ALTA Form B Owner's Policy of Title Insurance issued by the Title Company in the State of Virginia, and (b) to issue an Owner's Comprehensive Endorsement 1A Modified, an ALTA Form 3.1 Modified Zoning Endorsement (Completed Structure with Parking), a Contiguity of Parcels Endorsement (if applicable), a Survey Endorsement, an Access Endorsement (Land Abuts Street) and such other endorsements other as may be required by Buyer a preliminary title report on (and the Property Title Company shall agree to issue) (the "Title ReportFinal Commitment"), together with copies of all exceptions thereon and a copy of Seller's existing as-built Survey (herein so called). b) Buyer shall have fifteen (15) days after receipt attempt to obtain a plat of survey of the Title Report, exception documents Property prepared by H▇▇▇▇▇▇▇ Surveyors and made in accordance with the Survey survey specifications listed on Exhibit "L" attached hereto (the "Objection PeriodFinal Survey"). If, and only if, Buyer is able to obtain the Final Commitment and the Final Survey on or before the Final Title Deadline, a condition precedent to Buyer's obligation to purchase the Property shall be the willingness of Title Company to issue to Buyer on the Closing Date an extended coverage owner's title insurance policy ("Owner's Policy") in which the form of the Final Commitment. However, if Buyer is unable to approve obtain the Final Commitment on or disapprove before the Final Title Deadline and Buyer timely elects to proceed with the purchase of or object tothe Property, any items or matters whether or not disclosed therein. If, during the Objection Period, (i) Buyer shall fail be obligated to give written notice accept title to Seller of any such item(s) or matter(s) to which Buyer objects, Buyer shall have waived its rights to object to any such items or matters. Those items or matters to which Buyer has not objected (or waivedthe Property, as hereinafter providedinsured pursuant to a 1992 ALTA Form B Owner's Policy of Title Insurance issued by Title Company in the State of Virginia, in the face amount of the Purchase Price, showing title to the Property to be vested of record in Buyer, subject only to the Permitted Exceptions and to such other exceptions (if any) shall be referred and together with the benefit of the coverages and endorsements, as provided in the last version of the title commitment or pro forma title policy provided to individually as a "Permitted Exception" and collectively as Buyer by Title Company prior to the "Permitted Exceptions." If Buyer shall object to any such items or matters during such Objection Period, then Seller, during the ten (10) day period Final Title Deadline (the "Cure PeriodOwner's Policy") immediately thereafter may (a) cure or correct such objections to Buyer's reasonable satisfaction, but without any obligation to do so (save and except any liens encumbering the Property, which Seller shall cause to be released, both in fact and of record, prior to or at Closing whether or not Buyer objects to same hereunder), or (b) deliver written notice (the "Cure Response") to Buyer as to which objections Seller will and/or will not cure prior to or at Closing. If Seller shall fail during the Cure Period to cure or correct any of Buyer's objections or to commit to do so in the written Cure Response, then Buyer may, at any time prior to the period expiring on the later to occur of (i) ten (10) days after the expiration of the Cure Period, or and (ii) the expiration issuance of such Owner's Policy to Buyer on the inspection contingencies set forth Closing Date as provided in subparagraph (b), elect to terminate this Agreement by delivering written notice thereof to Seller, whereupon the Deposit sentence shall be returned a condition precedent to Buyer, and, upon such return, Buyer and Seller shall have no further obligations hereunder. In 's obligation to purchase the event that Buyer does not timely elect to terminate this Agreement in accordance with the previous sentence, each item or matter to which Buyer has objected and which Seller has not cured or committed in writing to cure at or prior to Closing Date shall be waived by Buyer and shall constitute an additional Permitted Exception. This contingency is for the benefit of Buyer and may, therefore, be waived in part or all by BuyerProperty.

TITLE CONTINGENCY. Within ten Purchaser's obligation to purchase the Property is subject to its obtaining within fifteen (1015) days following after the Effective Date a commitment for an Owner's Title Insurance Policy (the "Title Commitment"), dated not earlier than the Effective Date of this Agreement, Seller shall cause to be delivered to Buyer a preliminary title report on issued by the Property ("Title Report")Company, together with such copies of all exceptions thereon items and documents referred to in the Title Commitment. The Title Commitment will commit the Title Company to issue the Owner's Title Policy to Purchaser at the Closing in the amount of the Purchase Price. Purchaser shall use its best efforts to obtain the Title Commitment. Purchaser shall deliver a copy of Sellerthe Title Commitment to Seller immediately upon Purchaser's existing as-built Survey (herein so called)receipt thereof. Buyer Purchaser shall have fifteen until five (155) days after its receipt thereof to state any objections in writing. This contingency shall be deemed satisfied or waived if such written notice of objection is not provided by Purchaser on or before the expiration of such five-day period. Such written notice of objection shall state all of Purchaser's objections with specificity. Upon receipt of such notice, Seller may, but shall not be obligated to, cure such objection. If Seller cures such objections within 15 days, or, if such objections are such that they cannot be cured within 15 days and Seller has commenced curing such objections and thereafter diligently proceeds to perfect such cure, then this Agreement shall continue in full force and effect and the Closing Date shall be adjusted accordingly. If Seller is unable or chooses not to cure such objections within the time permitted, then this Agreement shall terminate, and Seller shall instruct the Escrow Agent to return the Initial Deposit to Purchaser, and neither party shall have any further obligations hereunder except for the Surviving Covenants. Notwithstanding the foregoing, however, Purchaser may waive such objections that Seller is unable or chooses not to cure within 10 days after receipt of a notice that Seller is unable or chooses not to cure such objections, and upon receipt by Seller of such waiver in full from Purchaser, this Agreement shall remain in full force and effect with no reduction in the Purchase Price. If requested by Seller, Purchaser will confirm in writing whether this title contingency has been satisfied and, if so, the date on which it was satisfied. Seller assumes no obligations to Purchaser with respect to matters disclosed as title exceptions in the Title Report, exception documents and the Survey (the "Objection Period") in which to approve or disapprove of or object to, any items or matters whether or not disclosed thereinCommitment. If, during the Objection Period, Buyer Purchaser shall fail to give written notice promptly deliver to Seller of any such item(s) or matter(s) to which Buyer objects, Buyer shall have waived its rights to object to any such items or matters. Those items or matters to which Buyer has not objected (or waived, as hereinafter provided) shall be referred to individually as a "Permitted Exception" and collectively as the "Permitted Exceptions." If Buyer shall object to any such items or matters during such Objection Period, then Seller, during the ten (10) day period (the "Cure Period") immediately thereafter may (a) cure or correct such objections to Buyer's reasonable satisfaction, but without any obligation to do so (save and except any liens encumbering the Property, which Seller shall cause to be released, both in fact and of record, prior to or at Closing whether or not Buyer objects to same hereunder), or (b) deliver written notice (the "Cure Response") to Buyer as to which objections Seller will and/or will not cure prior to or at Closing. If Seller shall fail during the Cure Period to cure or correct any of Buyer's objections or to commit to do so in the written Cure Response, then Buyer may, at any time prior to the period expiring on the later to occur of (i) ten (10) days after the expiration copy of the Cure Period, or (ii) the expiration of the inspection contingencies set forth in subparagraph (b), elect to terminate this Agreement by delivering written notice thereof to Seller, whereupon the Deposit shall be returned to Buyer, and, Title Commitment upon such return, Buyer and Seller shall have no further obligations hereunder. In the event that Buyer does not timely elect to terminate this Agreement in accordance with the previous sentence, each item or matter to which Buyer has objected and which Seller has not cured or committed in writing to cure at or prior to Closing Date shall be waived by Buyer and shall constitute an additional Permitted Exception. This contingency is for the benefit of Buyer and may, therefore, be waived in part or all by BuyerPurchser's receipt thereof.

TITLE CONTINGENCY. As of the Effective Date, Seller shall provided Buyer a copy of its most recent title policy along with the most recent survey Seller has in its possession (the “Original Title Report”). Within ten fifteen (1015) days following the Effective Date Date, Buyer shall provide Seller with an updated title report, including all accompanying documents (the “Title Report”) and Buyer’s objections thereto, such objections stating all of this AgreementBuyer’s objections with specificity and being limited to matters that (1) did not appear on the Original Title Report or (2) would render title to the Real Property unmerchantable. This contingency shall be deemed satisfied or waived if such written notice of objection is not received by Seller on or before the time required in the preceding sentence. If Buyer requests extended coverage, such coverage shall be at the sole cost and expense of the Buyer and not the Seller, and satisfaction thereof shall not delay Closing. Upon receipt of such notice, Seller may, but shall cause to not be delivered to Buyer a preliminary title report on the Property obligated to, cure such objections. If Seller cures such objections within fifteen ("Title Report")15) days, together with copies of all exceptions thereon and a copy of Seller's existing as-built Survey (herein so called). Buyer shall have or, if such objections are such that they cannot be cured within fifteen (15) days after receipt of the Title Reportbut Seller has commenced curing such objections and thereafter diligently proceeds to perfect such cure, exception documents then this Agreement shall continue in full force and effect and the Survey (the "Objection Period") in which to approve or disapprove of or object to, any items or matters whether or not disclosed therein. If, during the Objection Period, Buyer shall fail to give written notice to Seller of any such item(s) or matter(s) to which Buyer objects, Buyer shall have waived its rights to object to any such items or matters. Those items or matters to which Buyer has not objected (or waived, as hereinafter provided) shall be referred to individually as a "Permitted Exception" and collectively as the "Permitted Exceptions." If Buyer shall object to any such items or matters during such Objection Period, then Seller, during the ten (10) day period (the "Cure Period") immediately thereafter may (a) cure or correct such objections to Buyer's reasonable satisfaction, but without any obligation to do so (save and except any liens encumbering the Property, which Seller shall cause to be released, both in fact and of record, prior to or at Closing whether or not Buyer objects to same hereunder), or (b) deliver written notice (the "Cure Response") to Buyer as to which objections Seller will and/or will not cure prior to or at Closing. If Seller shall fail during the Cure Period to cure or correct any of Buyer's objections or to commit to do so in the written Cure Response, then Buyer may, at any time prior to the period expiring on the later to occur of (i) ten (10) days after the expiration of the Cure Period, or (ii) the expiration of the inspection contingencies set forth in subparagraph (b), elect to terminate this Agreement by delivering written notice thereof to Seller, whereupon the Deposit shall be returned to Buyer, and, upon such return, Buyer and Seller shall have no further obligations hereunder. In the event that Buyer does not timely elect to terminate this Agreement in accordance with the previous sentence, each item or matter to which Buyer has objected and which Seller has not cured or committed in writing to cure at or prior to Closing Date shall be waived adjusted accordingly. If Seller is unable or chooses not to cure such objections by the Closing Date, then Buyer may either accept title as may be given as aforesaid without reduction or abatement in purchase price or terminate this Agreement, in which case Seller shall instruct the Escrow Agent to return the Deposit to Buyer, and neither party shall constitute an additional Permitted Exception. This contingency is have any further obligations hereunder except for the benefit of Buyer and may, therefore, be waived in part or all by BuyerSurviving Covenants.

TITLE CONTINGENCY. Within ten (10) days following the Effective Date Promptly after execution of this Agreement, Seller Purchaser shall cause to be delivered to Buyer obtain a preliminary title report on commitment for an Owner's Title Insurance Policy (the Property ("Title ReportCommitment"), at Purchaser's sole expense, issued by the Title Company, together with legible copies of all exceptions thereon items and a copy documents referred to in the Title Commitment. The Title Commitment will commit the Title Company to issue the Owner's Title Policy to Purchaser at the Closing in the amount of Seller's existing as-built Survey (herein so called)the Purchase Price. Buyer Upon receipt of the Title Commitment and accompanying documents by Purchaser, Purchaser shall have until the last day of the Feasibility Period to state any objections in writing. This contingency shall be deemed satisfied or waived if such written notice of objection is not received by Seller before 5:00 p.m. Eastern Time on such date. Such written notice of objection shall state all of Purchaser's objections with specificity. Upon receipt of such notice, Seller may, but shall not be obligated to, cure such objections; provided, however that Seller agrees to remove any mortgages and remove or bond over any liens that are due and payable prior to the Closing Date. If Seller cures such objections within fifteen (15) days, or, if such objections are such that they cannot be cured within fifteen (15) days after receipt of the Title Reportand Seller has commenced curing such objections and thereafter diligently proceeds to perfect such cure, exception documents then this Agreement shall continue in full force and effect and the Survey (the "Objection Period") in which to approve or disapprove of or object to, any items or matters whether or not disclosed therein. If, during the Objection Period, Buyer shall fail to give written notice to Seller of any such item(s) or matter(s) to which Buyer objects, Buyer shall have waived its rights to object to any such items or matters. Those items or matters to which Buyer has not objected (or waived, as hereinafter provided) Closing Date shall be referred to individually as a "Permitted Exception" and collectively as the "Permitted Exceptions." If Buyer shall object to any such items or matters during such Objection Period, then Seller, during the ten (10) day period (the "Cure Period") immediately thereafter may (a) cure or correct such objections to Buyer's reasonable satisfaction, but without any obligation to do so (save and except any liens encumbering the Property, which Seller shall cause to be released, both in fact and of record, prior to or at Closing whether or not Buyer objects to same hereunder), or (b) deliver written notice (the "Cure Response") to Buyer as to which objections Seller will and/or will not cure prior to or at Closingadjusted accordingly. If Seller shall fail during the Cure Period is unable or chooses not to cure or correct any of Buyer's such objections or to commit to do so in within the written Cure Responsetime permitted, then Buyer maythis Agreement shall terminate, at and Seller shall instruct the Escrow Holder to return the Deposit to Purchaser, less one-half of any time prior escrow fee charged by the Escrow Holder, and neither party shall have any further obligations hereunder except for the Surviving Covenants. Notwithstanding the foregoing, however, Purchaser may waive such objections that Seller is unable or chooses not to the period expiring on the later to occur of (i) cure within ten (10) days after the expiration receipt of the Cure Perioda notice that Seller is unable or chooses not to cure such objections, or (ii) the expiration and upon receipt by Seller of the inspection contingencies set forth such waiver in subparagraph (b)full from Purchaser, elect to terminate this Agreement shall remain in full force and effect with no reduction in the Purchase Price. If requested by delivering written notice thereof to Seller, whereupon the Deposit shall be returned to Buyer, Purchaser will confirm in writing whether this title contingency has been satisfied and, upon such returnif so, Buyer and Seller shall have no further obligations hereunder. In the event that Buyer does not timely elect to terminate this Agreement in accordance with the previous sentence, each item or matter to date on which Buyer has objected and which Seller has not cured or committed in writing to cure at or prior to Closing Date shall be waived by Buyer and shall constitute an additional Permitted Exception. This contingency is for the benefit of Buyer and may, therefore, be waived in part or all by Buyerit was satisfied.

TITLE CONTINGENCY. Within ten five (105) business days following after the Effective Date of this AgreementDate, Seller shall deliver or cause to be delivered to Buyer a current preliminary title report (the "Commitment") for a standard owner's title insurance policy for the Property issued by the Title Company using a nationally recognized title insurance underwriter, together with copies of the instruments listed in the schedule of exceptions in such Commitment. Buyer shall have until the later of sixty (60) days from the Effective Date or fifteen (15) days after receipt of the Commitment to deliver to Seller in writing any objection to a matter shown on the Commitment, which materially affects the Property or Buyer's use of the Property ("Title ReportObjections"). If ▇▇▇▇▇ fails to deliver timely notice of Title Objections to Seller, together with copies of Buyer shall be deemed to have fully accepted the Commitment and all exceptions thereon and a copy of Seller's existing as-built Survey (herein so called)matters disclosed therein. If Buyer timely delivers Title Objections, Seller shall have fifteen (15) days after receipt of ▇▇▇▇▇'s objection notice to notify Buyer in writing what, if anything, Seller shall do to cure the Title Report, exception documents and Objections. Failure of Seller to respond within said period shall indicate that Seller elects not to cure the Survey (Title Objections. Seller shall have no obligation to cure any Title Objection or incur any expense with respect thereto. If Seller elects not to cure one or more of the "Objection Period") in which to approve or disapprove of or object to, any items or matters whether or not disclosed therein. If, during the Objection Period, Buyer shall fail to give written notice to Seller of any such item(s) or matter(s) to which Buyer objectsTitle Objections, Buyer shall have waived its rights five (5) business days to object deliver notice to any such items or matters. Those items or matters to Seller terminating this Contract, in which Buyer has not objected (or waived, as hereinafter provided) event the ▇▇▇▇▇▇▇ Money Deposit money shall be referred to individually as a "Permitted Exception" and collectively as the "Permitted Exceptions." If Buyer shall object to any such items or matters during such Objection Period, then Seller, during the ten (10) day period (the "Cure Period") immediately thereafter may (a) cure or correct such objections to Buyer's reasonable satisfaction, but without any obligation to do so (save and except any liens encumbering the Property, which Seller shall cause to be released, both in fact and of record, prior to or at Closing whether or not Buyer objects to same hereunder), or (b) deliver written notice (the "Cure Response") disbursed to Buyer as to which objections Seller will and/or will not cure prior to or at Closing. If Seller shall fail during and the Cure Period to cure or correct any of Buyer's objections or to commit to do so in the written Cure Response, then Buyer may, at any time prior to the period expiring on the later to occur of (i) ten (10) days after the expiration of the Cure Period, or (ii) the expiration of the inspection contingencies set forth in subparagraph (b), elect to terminate this Agreement by delivering written notice thereof to Seller, whereupon the Deposit shall be returned to Buyer, and, upon such return, Buyer and Seller parties shall have no further obligations hereunderhereunder except those provisions that expressly survive. In If Seller pursues a cure and is unable to cure a Title Objection by the event that End of the Due Diligence Period, then Buyer does not timely elect shall have the option to either terminate this Agreement Contract (in accordance with which event the previous sentence, each item or matter to which Buyer has objected and which Seller has not cured or committed in writing to cure at or prior to Closing Date ▇▇▇▇▇▇▇ Money Deposit shall be disbursed to Buyer and the parties shall have no further obligations hereunder except those provisions that expressly survive), or close on the purchase of the Property with no Purchase Price reduction, in which case Buyer is deemed to have accepted any uncured Title Objections and waived any rights against Seller relating thereto. Notwithstanding anything to the contrary herein, the following matters shall be deemed "Permitted Exceptions" and Buyer shall have no right to object to any of said matters on the Commitment: (a) municipal and zoning ordinances and agreements entered under them, building and use restrictions and covenants, and State and/or Federal statutes and regulations; (b) recorded easements for the distribution of utility and municipal services; (c) property taxes and special assessments levied in the year of Closing and subsequent years; and (d) such other matters as disclosed by the Commitment and waived or deemed waived by Buyer and pursuant to this paragraph 5. At Closing, Seller shall constitute an additional cause the Title Company to issue a current owner's title insurance policy in the amount of the Purchase Price allocated to the Realty insuring Buyer as the fee simple owner of the Realty as of the date of recording the deed, subject to the Permitted Exception. This contingency is for the benefit of Buyer and may, therefore, be waived in part or all by BuyerExceptions ("Title Policy").

TITLE CONTINGENCY. Within ten Buyer shall satisfy itself prior to expiration of the Due Diligence Period that an ALTA Form Owner’s Title Policy of title insurance (10“Owner’s Policy”) in the face amount of the Purchase Price is available on terms and conditions satisfactory to Buyer in its sole discretion. Unless Buyer gives written notice (“Title Disapproval Notice “) that it disapproves the exceptions to title shown on the Title Report or the matters disclosed by the Updated Survey, stating the exceptions so disapproved, not later than four (4) days following prior to the Effective Date of this Agreement, Seller shall cause to be delivered to Buyer a preliminary title report on the Property ("Title Report"), together with copies of all exceptions thereon and a copy of Seller's existing as-built Survey (herein so called). Buyer shall have fifteen (15) days after receipt expiration of the Title Report, exception documents and the Survey (the "Objection Period") in which to approve or disapprove of or object to, any items or matters whether or not disclosed therein. If, during the Objection Due Diligence Period, Buyer shall fail be conclusively deemed to give written notice to have approved the Updated Survey and the Title Report. Upon receipt by Seller of any such item(s) or matter(s) to which Buyer objectsa Title Disapproval Notice given in a timely manner, Buyer Seller shall have waived its rights until two (2) days from receipt of such Title Disapproval Notice within which to object to any such items or matters. Those items or matters to which notify Buyer has not objected (or waived, as hereinafter providedbeing a “Seller Response Notice”) shall be referred to individually as a "Permitted Exception" and collectively as the "Permitted Exceptions." If Buyer shall object to any such items or matters during such Objection Period, then Seller, during the ten (10) day period (the "Cure Period") immediately thereafter may (a) cure or correct such objections to Buyer's reasonable satisfaction, but without any obligation to do so (save and except any liens encumbering the Property, which Seller shall cause to be released, both in fact and of record, prior to or at Closing whether or not Buyer objects to same hereunder), or (b) deliver written notice (the "Cure Response") to Buyer as to which objections Seller will and/or will not cure prior to or at Closing. If Seller shall fail during the Cure Period to cure or correct any of Buyer's objections or to commit to do so in the written Cure Response, then Buyer may, at any time prior to the period expiring on the later to occur of each properly disapproved matter either that: (i) ten (10) days after the expiration Seller elects not to cause such disapproved matter to be removed as of the Cure PeriodClosing Date (or otherwise take any action with respect thereto), or (ii) Seller intends to either: (a) use commercially reasonable efforts to cause such disapproved matter to be removed or released on the Closing Date; or (b) use commercially reasonable efforts to cause the Title Company to bond, insure or endorse over such disapproved matter; provided, however, Seller shall have no liability if for any reason, after electing either choice under (ii) above, such additional disapproved matters are not removed, released, bonded, insured or endorsed over as aforesaid as of the Closing Date. If Seller has provided a Seller Response Notice to Buyer stating that Seller will not remove, release or otherwise correct such disapproved exceptions or will not correct any disapproved Survey or Updated Survey matter or if Seller has not provided a Seller Response Notice to Buyer (which shall be deemed an election by Seller not to take any action with respect to such items), then Buyer may elect in writing not later than the expiration of the inspection contingencies set forth in subparagraph (b)Due Diligence Period, elect either to waive Buyer’s objection to such disapproved exceptions or Survey or Updated Survey matter or to terminate this Agreement by delivering written notice thereof Agreement. If Buyer shall fail to Sellermake such election, whereupon the Deposit then Buyer shall be returned deemed to have waived its objections to such disapproved exceptions or Updated Survey matters. In the event Buyer shall elect in writing to terminate this Agreement, the Initial Deposit (minus the Independent Consideration) shall be promptly delivered by the Title Company to Buyer, and, upon such return, Buyer and Seller the parties shall have no further obligations hereunderor liabilities hereunder (except for any obligations or liabilities that expressly survive termination of this Agreement). In All exceptions in the event Title Report and matters on the Updated Survey that are approved or deemed approved by Buyer does not timely elect pursuant to terminate this Agreement subsection B are hereinafter collectively referred to as “Permitted Exceptions.” Notwithstanding anything to the contrary set forth in accordance with the previous sentencethis Agreement, each item or matter to which Buyer has objected and which Seller has not cured or committed in writing to cure at or prior to Closing Date shall be waived obligated to accept title to the Property, subject to (1) the Permitted Exceptions, (2) the “New Matters” (as defined and approved, or deemed approved, pursuant to subsection C below), (3) real estate taxes and assessments not yet due and payable, (4) the printed exceptions which appear in the standard form owner’s policy of title insurance issued by Buyer Title Company in the State of Washington, and (5) all building, signage and zoning ordinances, laws, regulations and restrictions by municipal and other governmental authorities (the foregoing being the “Permitted Encumbrances”). Notwithstanding the foregoing or the terms of Section 4C below, on or before the Closing Date, Seller shall constitute an additional Permitted Exception. This contingency is cause any liens securing the repayment of loans (together with any prepayment premiums), any mechanic’s liens for work performed by Seller and any tax or judgment liens or mechanic’s lien against Seller to be removed as exceptions to title (or bond or obtain a title endorsement over the benefit of Buyer and may, therefore, be waived in part or all by Buyersame).