Common use of Title Defect Clause in Contracts

Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.

Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually individually, a “Title Defect”"TITLE DEFECT") within the time periods required under Sections 6.1 and Section 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice notice, within five seven (57) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty not to exceed thirty (2030) days for the purpose of such removaldays. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty for any period elected by Seller but not to exceed thirty (2030) days from the Scheduled Closing Date, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three seven (37) days after receipt of Seller’s 's notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller any Title Defects waived by Purchaser shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser be deemed Permitted Exceptions. In any such event of its election to cure the Title Defecttermination, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s 's Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.

Title Defect. (a) In the event Seller receives notice of any written objections to matters disclosed by an update to the Title Report or an update to the Existing Survey Objection or Title Objection (collectively and individually individually, a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above6.3(b) below, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice notice, within five (5) days Business Days of its receipt of any such objection, of its intention to attempt cure or not to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall may be extended by written notice from Seller to Purchaser at any time on or prior to the Scheduled Closing Date, for a period of twenty up to but not to exceed sixty (2060) days in the aggregate (but in no event shall Seller have the right to extend the Scheduled Closing Date beyond the Outside Closing Date), for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable fails to cure any such Title Defect within such twenty the period elected by Seller but not to exceed sixty (2060) days from in the aggregate (but in no event shall Seller have the right to extend the Scheduled Closing Date beyond the Outside Closing Date), Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the ClosingClosing without any reduction or abatement of the Purchase Price. Purchaser shall make such election by written notice to Seller within three ten (310) days after of receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller any Title Defects waived by Purchaser shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable be deemed Permitted Exceptions. This provision is subject in all respects to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement CapSeller’s obligations, and (ii) Purchaser’s rights, under Section 6.2(e). In any such event of termination, Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.

Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually individually, a “Title Defect”"TITLE DEFECT") within the time periods required under Sections 6.1 and Section 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title DefectDefect (provided that Seller shall be obligated to cure those Title Defects described in Section 6.3(b)), and shall provide Purchaser with notice notice, within five seven (57) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt or is obligated to cure any Title Defect, the Scheduled Closing Date shall be extended with respect to the relevant Project to the extent necessary in Seller's discretion, for a period of twenty not to exceed thirty (2030) days days, for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty thirty (2030) days from the Scheduled Closing Dateday time period, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect in a written notice delivered to Seller and proceed to the Closing. In addition, if such Title Defect is the result of Seller acting knowingly and with the intent to prevent Purchaser from purchasing the Property, Purchaser shall be entitled to the remedies set forth in Section 13.1(b). Purchaser shall make such written election by written notice to Seller within three seven (37) days after of receipt of Seller’s 's notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller any Title Defects waived by Purchaser shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser be deemed Permitted Exceptions. In any such event of its election to cure the Title Defecttermination, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s 's Information to SellerSeller (provided Seller has paid to Purchaser the amount of the cost of Purchaser's Information other than the cost of copying the Documents), after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.

Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 aboveabove (collectively and individually, a “Title Defect”), Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice notice, within five seven (57) days of after its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. Failure to respond within such seven (7) day period shall be deemed an election by Seller to attempt to cure such objection. If Seller elects or is deemed to have elected to attempt to cure any Title Defect, (i) the Closing shall not occur any earlier than five (5) Business Days after Seller has cured the Title Defect and given Purchaser notice thereof, and (ii) the Scheduled Closing Date Date, to the extent elected by Seller, shall be extended extended, for a period of twenty not to exceed fifteen (2015) days days, for the purpose of attempting such removal. In the event that (iA) Seller elects not to attempt to cure any such Title Defect, or (iiB) Seller is unable to cure any such Title Defect within such twenty for any period elected by Seller but not to exceed fifteen (2015) days from the Scheduled Closing Date, Seller shall so notify Purchaser advise Purchaser, and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a(1) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing, or (2) amend this Agreement to remove the individual Property that Seller is unable to convey free and clear of Title Defects and reduce the Purchase Price by an amount equal to the Allocation for such Property. Purchaser shall make such election by written notice to Seller within three ten (310) days after of receipt of Seller’s notice. If Seller has elected Failure to cure a Title Defect and thereafter fails to timely cure so elect within such Title Defect, and Purchaser elects to terminate this Agreement, then ten (i10) Seller day period shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its be deemed an election to cure the Title Defect, not to exceed the Reimbursement Cap, and under clause (ii2) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligationsabove. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.

Title Defect. (a) In the event Seller receives notice of any Survey Objection, Title Objection or New Title Objection (collectively and individually individually, a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) by written notice to Purchaser to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice written notice, within five seven (57) days of its receipt of any such objection, of its intention to attempt to cure such any such Title DefectDefect and/or extend the Closing Date for such purpose. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended extended, for a period of twenty not to exceed sixty (2060) days days, for the purpose of such removalremoval if Seller provides written notice to Purchaser of such extension. If Seller elects to extend the Scheduled Closing Date as aforesaid, but successfully effects such cure more than ten (10) Business Days before the expiration of the extension period set forth in Seller’s extension notice, then Seller may shorten the extension period by sending Purchaser written notice at least ten (10) Business Days prior to the new Scheduled Closing Date. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty for any period elected by Seller but not to exceed sixty (2060) days from the Scheduled Closing Date, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three ten (310) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller any Title Defects waived by Purchaser shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser be deemed Permitted Exceptions. In any such event of its election to cure the Title Defecttermination, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.

Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended extended, for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.

Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) Defect within the time periods required under Sections 6.1 and Section 6.2 aboveabove ("Title Defect Notice"), Seller may elect shall notify Purchaser within ten (but shall not be obligatedI 0) to days after receiving the Title Defect Notice whether Seller will attempt to remove, or cause to be removed at its expense, any such remove the Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, in which event the Scheduled Closing Date shall be extended to the extent reasonably necessary for a period of twenty up to thirty (2030) days for the purpose of such removaldays. In the event that If Seller (i) Seller fails to so notify Purchaser within such ten (I 0) day period that it elects not to attempt to cure any remove the Title Defect, (ii) notifies Purchaser within such Title period that it will not attempt to remove such title Defect, or (iiiii) having elected to attempt to do so, Seller is unable to effect such cure any such Title Defect within such twenty the thirty (2030) days from the Scheduled Closing Dateday extension period set forth above, Seller shall so notify Purchaser and then Purchaser shall have the right, by written notice given to Seller within five (5) days after receiving Seller's notice of its election not to remove the Title Defects (or, if no such notice is given, within five (5) days after the expiration of the ten (10) day period in which Seller had the right to terminate elect to attempt to remove the Title Defects), or, if applicable, within five (5) days after the expiration of the thirty (30) day extension period, to (x) waive the Title Defect and close title in accordance with the provisions of this Agreement on the Scheduled Closing Date (if the Scheduled Closing Date is then being extended pursuant to this Section 6.3(a6.3, then the extension shall end, and the Scheduled Closing Date shall occur, on the fifth (5th) and Business Day after giving written notice of such waiver to Seller), or (y) terminate this Agreement, in which case Purchaser shall receive a prompt refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or and except with respect to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligations to each other under this Agreement. If Purchaser elects fails to proceed elect to the Closing, any Title Defects waived terminate this Agreement by Purchaser shall be deemed notice given to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, Seller within the three-such five (5) day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived such Title Defect, and Purchaser shall close title in accordance with the Title Defect provisions of this Agreement on the Scheduled Closing Date (if the Scheduled Closing Date is then being extended pursuant to this Section 6.3, then the extension shall end, and to have elected to proceed the Scheduled Closing Date shall occur, on the fifth (5th) Business Day after the expiration of such five (5) day period). Notwithstanding any provision of this Article VI to the Closingcontrary, Seller shall be obligated to cure exceptions to title to the Property, in the manner described above, relating to liens and security interests securing any financings of Seller, and any mechanic's liens resulting from work at the Property commissioned by Seller or a Seller Affiliate; provided, however, that any such mechanic's lien may be cured by bonding in accordance with New Jersey law.

Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually individually, a “Title Defect”) within the time periods required under Sections 6.1 and Section 6.2 above, Seller shall remove any Required Exceptions (as hereinafter defined) and may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such other Title Defect, and shall provide Purchaser with notice notice, within five ten (510) days of its receipt of any such objection, of its intention to attempt to cure such any such Title DefectDefect that is not a Required Exception. Seller’s failure to reply within such 10 day period shall be deemed an election by Seller to cause the Title Defects to be removed. If Seller is obligated or elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended extended, for a period of twenty not to exceed thirty (2030) days days, for the purpose of attempting such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Dateother than a Required Exception, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three ten (310) days after of receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the any Title Defect, not to exceed the Reimbursement Cap, and (ii) Defects waived by Purchaser shall promptly return Purchaser’s Information to Sellerbe deemed Permitted Exceptions. In any such event of termination, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser Seller is unable to timely cure any Required Exception or any other Title Defect which Seller elects or is deemed to proceed elect to the Closing, remove within any Title Defects waived period elected by Purchaser Seller shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify a default by Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closinghereunder.

Title Defect. (a) In the event Seller MC Owner receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 aboveabove (collectively and individually, Seller a “Title Defect”), MC Owner may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser the ROFO (RM) Parties with notice notice, within five seven (57) days of after its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. Failure to respond within such seven (7) day period shall be deemed an election by MC Owner to attempt to cure such objection. If Seller MC Owner elects or is deemed to have elected to attempt to cure any Title Defect, (i) the Closing shall not occur any earlier than five (5) Business Days after MC Owner has cured the Title Defect and given the ROFO (RM) Parties notice thereof, and (ii) the Scheduled Closing Date Date, to the extent elected by MC Owner, shall be extended extended, for a period of twenty not to exceed fifteen (2015) days days, for the purpose of attempting such removal. In the event that (iA) Seller MC Owner elects not to attempt to cure any such Title Defect, or (iiB) Seller MC Owner is unable to cure any such Title Defect within such twenty for any period elected by MC Owner but not to exceed fifteen (2015) days from the Scheduled Closing Date, Seller MC Owner shall so notify Purchaser advise the ROFO (RM) Parties, and Purchaser the ROFO (RM) Parties shall have the right to terminate this Agreement pursuant to this Section 6.3(a(1) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing, or (2) amend this Agreement to identify an OP Unit Substituted Redemption Property as defined in and subject to the Other PSAs for the Westchester County New York properties to substitute for the Redemption Property (a “Substituted Redemption Property”). Purchaser The ROFO (RM) Parties shall make such election by written notice to Seller Owner within three ten (310) days after of receipt of SellerMC Owner’s notice. If Seller has elected Failure to cure a Title Defect and thereafter fails to timely cure so elect within such Title Defect, and Purchaser elects to terminate this Agreement, then ten (i10) Seller day period shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its be deemed an election to cure the Title Defect, not to exceed the Reimbursement Cap, and under clause (ii2) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligationsabove. If Purchaser elects the ROFO (RM) Parties elect to proceed to the Closing, any Title Defects waived by Purchaser the ROFO (RM) Parties shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.

Title Defect. (a) In Purchaser shall have until the event end of the Inspection Period to inspect the Commitment and notify Seller receives notice in writing of any Survey Objection objections or matters in title which renders title unmarketable in accordance with title standards adopted by the Florida Bar and applicable Florida law (the "Title Objection (collectively and individually a “Defects"). After receiving Purchaser's list of Title Defect”) within the time periods required under Sections 6.1 and 6.2 aboveDefects, Seller may elect shall, within ten (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (510) days of its receipt of any such objectionreceipt, of its intention to attempt notify Purchaser in writing which, if any, Title Defects Purchaser has elected to cure such any or remove, and Seller shall have a period of thirty (30) days (the "Cure Period") following the receipt from Purchaser of notice of Title Defects to cause the release or cure such Title Defect. If Seller elects does not affirmatively agree to remove all Title Defects in Purchaser’s notice to Seller or if Seller, after using diligent efforts, is unsuccessful in removing the Title Defects within the Cure Period, Purchaser shall, at its sole and exclusive discretion, have the option of either (i) accepting the title as it then is; (ii) extended the Cure Period for Seller to attempt to cure any the Title Defect, Defects; or (iii) demanding a refund of the Scheduled Closing Date Deposit paid hereunder which shall forthwith be returned to Purchaser and thereupon Purchaser and Seller shall be extended for a period released as of twenty (20) days for all further obligations under this Agreement, other than those obligations, indemnities and liabilities which, under the purpose express provisions of such removalthis Agreement, survive the termination of this Agreement. In Notwithstanding the foregoing, in the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such the Title Defect within such twenty (20) days from Defects prior to the Scheduled Closing Date, Seller shall so have the right to extend Closing for a period not to exceed thirty (30) days in order to cure such Title Defects. On the Closing Date, Seller shall convey title by Special Warranty Deed, subject to the "Permitted Exceptions". Additionally, Seller shall cause to execute a standard “no lien” affidavit with the Title Company, sufficient to permit the "GAP" (the "GAP" shall be the period from the initial effective date of Purchaser's Commitment to the date that the Special Warranty Deed shall have been recorded) and the "Standard Exceptions". Prior to Closing, Purchaser shall be entitled to update the Commitment and, in the event Purchaser finds any new Title Defects, Purchaser shall promptly notify Purchaser and Seller in writing specifying the Title Defect(s). Seller will have thirty (30) days from receipt of notice within which to elect, at Seller's option, to remove the Title Defect(s), failing which Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund options provided in above in respect of such Title Defects revealed by such update of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the ClosingCommitment.

Title Defect. (a) In the event Seller receives notice of any Survey Objection, Title Objection or New Title Objection (collectively and individually individually, a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) by written notice to Purchaser to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice written notice, within five seven (57) days of its receipt of any such objection, of its intention to attempt to cure such any such Title DefectDefect and/or extend the Closing Date for such purpose. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended extended, for a period of twenty not to exceed sixty (2060) days days, for the purpose of such removalremoval if Seller provides written notice to Purchaser of such extension at least ten (10) Business Days prior to the Scheduled Closing Date. If Seller elects to extend the Scheduled Closing Date as aforesaid, but successfully effects such cure more than ten (10) Business Days before the expiration of the extension period set forth in Seller’s extension notice, then Seller may shorten the extension period by sending Purchaser written notice at least ten (10) Business Days prior to the new Scheduled Closing Date. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty for any period elected by Seller but not to exceed sixty (2060) days from the Scheduled Closing Date, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three ten (310) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller any Title Defects waived by Purchaser shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser be deemed Permitted Exceptions. In any such event of its election to cure the Title Defecttermination, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.

Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually individually, a “Title Defect”"TITLE DEFECT") within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice notice, within five seven (57) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, it shall do so in a prompt and diligent manner, and the Scheduled Closing Date shall be extended for a period of twenty one or more periods not to exceed in the aggregate sixty (2060) days days, for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty for any period elected by Seller but not to exceed sixty (2060) days from the Scheduled Closing Date, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three ten (310) days after of receipt of Seller’s 's notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions. In addition to the remedies provided in this Section 6.3(a), and there shall be no reduction if a Title Defect is caused by a written document executed by Seller in recordable form at any time on or after the Purchase Price. Ifeffective date of the Title Commitment, within the three-day period, Purchaser fails to notify Seller of which document has not been approved or deemed approved by Purchaser’s election to terminate, then Seller shall also reimburse Purchaser shall be deemed to have waived the Title Defect for its title, survey, consultants and to have elected to proceed to the Closingattorneys' fees and expenses reasonably incurred by Purchaser hereunder, as documented by Purchaser.

Title Defect. (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually individually, a “Title Defect”) within the time periods required under Sections 6.1 and Section 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title DefectDefect (provided that Seller shall be obligated to cure those Title Defects described in Section 6.3(b)), and shall provide Purchaser with notice notice, within five seven (57) days of after its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt or is obligated to cure any Title Defect, the Scheduled Closing Date shall be extended with respect to all of the Projects to the extent necessary in Seller’s discretion, for a period of twenty not to exceed thirty (2030) days days, for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty thirty (2030) days from the Scheduled Closing Dateday time period, Seller shall so notify advise Purchaser and Purchaser shall have the right to terminate this Agreement pursuant with respect to this Section 6.3(a) all of the Projects and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect in a written notice delivered to Seller and proceed to the Closing. In addition, if such Title Defect is the result of Seller acting knowingly and with the intent to prevent Purchaser from purchasing the Property, Purchaser shall be entitled to the remedies set forth in Section 13.1(b). Purchaser shall make such written election by written notice to Seller within three seven (37) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreementproceed to the Closing, then (i) Seller any Title Defects waived by Purchaser shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser be deemed Permitted Exceptions. In any such event of its election to cure the Title Defecttermination, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to SellerSeller (provided Seller has paid to Purchaser the amount of the cost of Purchaser’s Information other than the cost of copying the Documents), after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.