Common use of TITLE CONTINGENCY Clause in Contracts

TITLE CONTINGENCY. Within five (5) business days after the Effective Date, Seller shall deliver or cause to be delivered to Buyer 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 Objections"). If Buyer fails to deliver timely notice of Title Objections to Seller, Buyer shall be deemed to have fully accepted the Commitment and all 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 Objections. Failure of Seller to respond within said period shall indicate that Seller elects not to cure the 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 Title Objections, Buyer shall have five (5) business days to deliver notice to Seller terminating this Contract, in which event the ▇▇▇▇▇▇▇ Money Deposit money shall be forfeited by Buyer in favor of Seller and the parties shall have no further obligations hereunder except those provisions that expressly survive. If Seller pursues a cure and is unable to cure a Title Objection by the End of the Due Diligence Period, then Buyer shall have the option to either terminate this Contract (in which case the ▇▇▇▇▇▇▇ 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 pursuant to this paragraph 5. At Closing, Seller shall 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 Exceptions ("Title Policy").

TITLE CONTINGENCY. Within five ten (510) business days after following the Effective DateDate of this Agreement, 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 on the Property issued by the ("Title Company using a nationally recognized title insurance underwriterReport"), together with copies of the instruments listed in the schedule all exceptions thereon and a copy of exceptions in such CommitmentSeller's existing as-built Survey (herein so called). 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 Objections"). If Buyer fails to deliver timely notice of Title Objections to Seller, Buyer shall be deemed to have fully accepted the Commitment and all matters disclosed therein. If Buyer timely delivers Title Objections, Seller shall have fifteen (15) days after receipt of Buyer's objection 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 notify Seller of any such item(s) or matter(s) to which Buyer in writing what, if anything, Seller shall do to cure the Title Objections. Failure of Seller to respond within said period shall indicate that Seller elects not to cure the 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 Title Objectionsobjects, Buyer shall have five waived its rights to object to any such items or matters. Those items or matters to which Buyer has not objected (5or waived, as hereinafter provided) business days to deliver notice to Seller terminating this Contract, in which event the ▇▇▇▇▇▇▇ Money Deposit money shall be forfeited 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 in favor of and Seller and the parties shall have no further obligations hereunder except those provisions hereunder. In the event that expressly survive. If 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 pursues a cure and is unable has not cured or committed in writing to cure a Title Objection by the End of the Due Diligence Period, then Buyer shall have the option at or prior to either terminate this Contract (in which case the ▇▇▇▇▇▇▇ Money Deposit Closing Date 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 pursuant to this paragraph 5and shall constitute an additional Permitted Exception. At ClosingThis contingency is for the benefit of Buyer and may, Seller shall cause the Title Company to issue a current owner's title insurance policy ( standard form) therefore, be waived 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 Exceptions ("Title Policy")part or all by Buyer.

TITLE CONTINGENCY. Within five (5) business days Promptly after the Effective Dateexecution of this Agreement, Seller Purchaser shall deliver or cause to be delivered to Buyer preliminary title report obtain a commitment for an Owner's Title Insurance Policy (the “"Title Commitment") for a standard owner), at Purchaser's title insurance policy for the Property sole expense, issued by the Title Company using a nationally recognized title insurance underwriterCompany, together with legible copies of the instruments listed all items and documents referred to in the schedule of exceptions in such Title Commitment. Buyer shall have until the later of sixty (60) days from the Effective Date or fifteen (15) days after receipt of the The Title 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 Objections"). If Buyer fails to deliver timely notice of Title Objections to Seller, Buyer shall be deemed to have fully accepted the Commitment and all 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 Objections. Failure of Seller to respond within said period shall indicate that Seller elects not to cure the 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 Title Objections, Buyer shall have five (5) business days to deliver notice to Seller terminating this Contract, in which event the ▇▇▇▇▇▇▇ Money Deposit money shall be forfeited by Buyer in favor of Seller and the parties shall have no further obligations hereunder except those provisions that expressly survive. If Seller pursues a cure and is unable to cure a Title Objection by the End of the Due Diligence Period, then Buyer shall have the option to either terminate this Contract (in which case the ▇▇▇▇▇▇▇ 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 pursuant to this paragraph 5. At Closing, Seller shall cause will commit the Title Company to issue a current ownerthe Owner's title insurance policy ( standard form) Title Policy to Purchaser at the Closing in the amount of the Purchase Price insuring Buyer as the fee simple owner Price. Upon receipt of the Realty as Title Commitment and accompanying documents by Purchaser, Purchaser shall have until the last day of the date Feasibility Period to state any objections in writing. This contingency shall be deemed satisfied or waived if such written notice of recording the deedobjection 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, subject 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 Permitted Exceptions Closing Date. If Seller cures such objections within fifteen ("Title Policy")15) days, or, if such objections are such that they cannot be cured within fifteen (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 Holder to return the Deposit to Purchaser, less one-half of any 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 cure within ten (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.

TITLE CONTINGENCY. Within five Buyer shall satisfy itself prior to expiration of the Due Diligence Period that an ALTA Form Owner’s Title Policy of title insurance (5“Owner’s Policy”) business 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 after prior to the Effective Dateexpiration of the Due Diligence Period, Buyer shall be conclusively deemed to have approved the Updated Survey and the Title Report. Upon receipt by Seller of a Title Disapproval Notice given in a timely manner, Seller shall deliver or have until two (2) days from receipt of such Title Disapproval Notice within which to notify Buyer (being a “Seller Response Notice”) as to each properly disapproved matter either that: (i) Seller elects not to cause such disapproved matter to be delivered removed as of the Closing Date (or otherwise take any action with respect thereto), or (ii) Seller intends to Buyer preliminary title report either: (a) use commercially reasonable efforts to cause such disapproved matter to be removed or released on the “Commitment"Closing Date; or (b) for a standard owner's title insurance policy for the Property issued by use commercially reasonable efforts to cause the Title Company using a nationally recognized title insurance underwriterto bond, together with copies 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 instruments listed 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 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 expiration of the Commitment Due Diligence Period, either to deliver to Seller in writing any waive Buyer’s objection to a such disapproved exceptions or Survey or Updated Survey matter shown on the Commitment which materially affects the Property or Buyer's use of the Property ("Title Objections")to terminate this Agreement. If Buyer fails shall fail to deliver timely notice of Title Objections to Sellermake such election, then Buyer shall be deemed to have fully accepted waived its objections to such disapproved exceptions or Updated Survey matters. In the Commitment and all matters disclosed therein. If event Buyer timely delivers Title Objections, Seller shall have fifteen (15) days after receipt of Buyer's objection notice to notify Buyer elect in writing whatto terminate this Agreement, if anything, Seller the Initial Deposit (minus the Independent Consideration) shall do to cure be promptly delivered by the Title Objections. Failure of Seller Company to respond within said period shall indicate that Seller elects not to cure the 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 Title ObjectionsBuyer, Buyer shall have five (5) business days to deliver notice to Seller terminating this Contract, in which event the ▇▇▇▇▇▇▇ Money Deposit money shall be forfeited by Buyer in favor of Seller and the parties shall have no further obligations or liabilities hereunder (except those provisions for any obligations or liabilities that expressly survivesurvive termination of this Agreement). If Seller pursues a cure All exceptions in the Title Report and is unable to cure a Title Objection by matters on the End of the Due Diligence Period, then Buyer shall have the option to either terminate this Contract (in which case the ▇▇▇▇▇▇▇ Money Deposit shall be Updated Survey that are approved or deemed forfeited approved 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 pursuant to have accepted any uncured Title Objections and waived any rights against Seller relating thereto. this subsection B are hereinafter collectively referred to as “Permitted Exceptions.” Notwithstanding anything to the contrary hereinset forth in this Agreement, the following matters Buyer shall be deemed "obligated to accept title to the Property, subject to (1) the Permitted Exceptions" , (2) the “New Matters” (as defined and Buyer shall have no right approved, or deemed approved, pursuant to object to any 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 said matters on title insurance issued by Title Company in the Commitment: a. State of Washington, and (5) all building, signage and zoning ordinances, laws, regulations and restrictions by municipal and zoning ordinances and agreements entered under themother governmental authorities (the foregoing being the “Permitted Encumbrances”). Notwithstanding the foregoing or the terms of Section 4C below, building and use restrictions and covenants, and State and/or Federal statutes and regulations; b. recorded easements for on or before 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 pursuant to this paragraph 5. At ClosingDate, Seller shall cause any liens securing the Title Company 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 issue be removed as exceptions to title (or bond or obtain a current owner's title insurance policy ( standard form) in endorsement over 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 Exceptions ("Title Policy"same).

TITLE CONTINGENCY. Within five (5) business days after As of the Effective Date, Seller shall deliver or cause to be delivered to provided Buyer preliminary a copy of its most recent title report policy along with the most recent survey Seller has in its possession (the “Commitment") for a standard owner's title insurance policy for the Property issued by the Original Title Company using a nationally recognized title insurance underwriter, together with copies of the instruments listed in the schedule of exceptions in such CommitmentReport”). Buyer shall have until the later of sixty (60) days from the Effective Date or Within fifteen (15) days after receipt following the Effective 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 the Commitment Buyer’s objections with specificity and being limited to deliver to Seller in writing any objection to a matter shown matters that (1) did not appear on the Commitment which materially affects Original Title Report or (2) would render title to the Real Property unmerchantable. This contingency shall be deemed satisfied or Buyer's use waived if such written notice of objection is not received by Seller on or before the Property ("Title Objections")time required in the preceding sentence. If Buyer fails to deliver timely notice requests extended coverage, such coverage shall be at the sole cost and expense of Title Objections to the Buyer and not the Seller, Buyer and satisfaction thereof shall not delay Closing. Upon receipt of such notice, Seller may, but shall not be deemed to have fully accepted the Commitment and all matters disclosed thereinobligated to, cure such objections. If Buyer timely delivers Title ObjectionsSeller cures such objections within fifteen (15) days, Seller shall have or, if such objections are such that they cannot be cured within fifteen (15) days after receipt of Buyer's objection notice but Seller has commenced curing such objections and thereafter diligently proceeds to notify Buyer perfect such cure, then this Agreement shall continue in writing what, if anything, full force and effect and the Closing Date shall be adjusted accordingly. If Seller shall do to cure the Title Objections. Failure of Seller to respond within said period shall indicate that Seller elects is unable or chooses not to cure such objections by the Title Objections. Seller shall have no obligation to cure any Title Objection Closing Date, then Buyer may either accept title as may be given as aforesaid without reduction or incur any expense with respect thereto. If Seller elects not to cure one abatement in purchase price or more of the Title Objections, Buyer shall have five (5) business days to deliver notice to Seller terminating terminate this ContractAgreement, in which event case Seller shall instruct the ▇▇▇▇▇▇▇ Money Escrow Agent to return the Deposit money shall be forfeited by Buyer in favor of Seller to Buyer, and the parties neither party shall have no any further obligations hereunder except those provisions that expressly survive. If Seller pursues a cure and is unable to cure a Title Objection by the End of the Due Diligence Period, then Buyer shall have the option to either terminate this Contract (in which case the ▇▇▇▇▇▇▇ 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 pursuant to this paragraph 5. At Closing, Seller shall 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 Exceptions ("Title Policy")Surviving Covenants.