Common use of Title Objections Clause in Contracts

Title Objections. Within thirty (30) days following receipt of the preliminary title reports referred to in Section 4.3, Buyer shall (a) review the form of Title Commitment and any related correspondence or information provided by Seller to the Title Company for each of the Purchased Premises and (b) give written notice to Seller of any Material Title Objections which Buyer or their lender may have to title. Material Title Objections shall not include the encumbrances set forth on Schedule 4.4 (“Permitted Encumbrances”). Seller is not obligated to cure title defects, remove encumbrances or convey an estate greater than it owned on the Execution Date. Should a title examination disclose unpaid or possible unpaid franchise taxes due the State by Seller, such taxes shall not be considered a Material Title Objection, provided Seller furnishes Buyer or the Title Company a letter agreeing to satisfy any delinquency for such taxes. Within fifteen (15) days after receipt of Buyer’s notice of Material Title Objections, Seller shall commence to use its commercially reasonable efforts to cure the Material Title Objections to the reasonable satisfaction of the Title Company or reach an agreement with Buyer as to the resolution of the Material Title Objections. If Seller is unable to cure a Material Title Objection and the Parties are unable or unwilling to reach agreement with respect to such Material Title Objection within five (5) days, Buyer may, at Buyer’s option, either (a) waive such uncured Material Title Objection and proceed with the transactions contemplated by this Agreement; or (b) if Buyer does not so waive such uncured Material Title Objection, then drop the applicable Purchased Premises from this Agreement pursuant to Section 2.3 (Dropped Premises) and consummate the purchase of the remaining Purchased Premises. Notwithstanding the preceding sentence or any other provision of this Agreement to the

Title Objections. Within thirty (30) days following receipt of the preliminary title reports referred to in Section 4.3, Buyer shall (a) review the form of Title Commitment and any related correspondence or information provided by Seller to the Title Company for each of the Purchased Premises and (b) give written notice to Seller of any Material Title Objections which Buyer or their lender may have to title. Material Title Objections shall not include the encumbrances set forth on Schedule 4.4 (“Permitted Encumbrances”). Seller is not obligated to cure title defects, remove encumbrances or convey an estate greater than it owned on the Execution Date. Should a title examination disclose unpaid or possible unpaid franchise taxes due the State by Seller, such taxes shall not be considered a Material Title Objection, provided Seller furnishes Buyer or the Title Company a letter agreeing to satisfy any delinquency for such taxes. Within fifteen (15) days after receipt receiving the later of the Title Commitment or the Survey, Buyer shall notify Seller if the Title Commitment or Survey reveals any liens, encumbrances, claims or exceptions that, in Buyer’s notice of Material reasonable judgment, are unacceptable (“Title Objections”). If Seller is unable or unwilling to cure any Title Objections, Seller will provide written notice thereof to Buyer within fifteen (15) days following receipt of notice of Title Objections from Buyer and Buyer shall commence have the right, at its option, by written notice to use its commercially reasonable efforts Seller within fifteen (15) days following receipt of Seller’s written notice, either (i) to terminate this Agreement and obtain a refund of the ▇▇▇▇▇▇▇ Money and all interest thereon, whereafter both Parties shall be relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer’s failure to exercise the right to terminate within the said fifteen (15) day period shall constitute a waiver of Buyer’s right to terminate with respect to such title matters. However, if Seller elects to cure the Material Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer with notice of its intention to cure same within the reasonable satisfaction fifteen (15) days aforesaid and Seller shall have an opportunity, at its expense, to remove such Title Objections within sixty (60) days following receipt of written notice from Buyer identifying the Title Company Objections (the “Title Cure Period”). In no event shall Seller have any obligation to commence litigation or reach an agreement with Buyer as to the resolution incur costs in excess of the Material One Thousand Dollars ($1,000.00) to cure or remove any Title Objections. If Seller is unable to cure a Material any Title Objection Objections within the Title Cure Period that, in the reasonable opinion of the Title Company or Buyer, must be cured in order to deliver good and the Parties are unable or unwilling to reach agreement with respect to such Material Title Objection within five (5) daysmarketable title, Buyer may, at Buyer’s optionas its sole and exclusive remedy, either and upon written notice to Seller within fifteen (a15) waive such uncured Material days after expiration of the Title Objection and proceed with the transactions contemplated by Cure Period, terminate this Agreement; or (b) if Buyer does not so waive such uncured Material Title Objection, then drop in which event the applicable Purchased Premises from this Agreement pursuant ▇▇▇▇▇▇▇ Money shall be fully refunded to Section 2.3 (Dropped Premises) and consummate the purchase of the remaining Purchased Premises. Notwithstanding the preceding sentence or any other provision of this Agreement to theBuyer.

Title Objections. Within Purchaser may, at its sole cost and expense, request the Title Company to issue its title insurance commitment for the Real Property (the “Title Commitment”) and may engage a licensed surveyor to prepare an ALTA/ACSM survey of the Real Property (the “Survey”). On or prior to 5:00 p.m. Central time on the thirtieth (30th) day after the Effective Date (such thirty (30) days following receipt day period is referred to herein as the “Due Diligence Period” and the last day of the preliminary title reports Due Diligence Period at 5:00 p.m. Central time is referred to in Section 4.3herein as the “Approval Date”), Buyer Purchaser or Purchaser’s attorneys shall deliver to Seller or Seller’s attorneys, notice of Purchaser’s objections (athe “Title Objections”) review to any survey matters, liens, encumbrances or other title exceptions revealed by the form of Title Commitment and any related correspondence or information provided by Seller to the Title Company for each Survey, as the case may be. Copies of the Purchased Premises and (btitle exceptions(s) give written notice to Seller of any Material Title Objections which Buyer or their lender may have to title. Material constituting the Title Objections shall not include be delivered to Seller or Seller’s attorneys with such objection notice. Upon receipt of any such timely written notice of Title Objections from the encumbrances set forth on Schedule 4.4 (“Permitted Encumbrances”). Purchaser, Seller is not obligated to cure title defectsmay, remove encumbrances or convey an estate greater than it owned on the Execution Date. Should a title examination disclose unpaid or possible unpaid franchise taxes due the State by Seller, such taxes but shall not be considered a Material Title Objectionobligated to, provided Seller furnishes Buyer or cure the Title Company a letter agreeing to satisfy any delinquency for such taxesObjections on or before the Closing Date. Within fifteen (15) days after receipt of Buyer’s notice of Material Title Objections, Seller shall commence notify Purchaser within five (5) business days of receiving the Title Objections as to use its commercially reasonable efforts decision to either cure or not to cure the Material Title Objections to the reasonable satisfaction of the Title Company or reach an agreement with Buyer as to the resolution of the Material Title Objections. If Seller is unable does not provide such notice, then Seller shall be deemed to have elected not to cure a Material the Title Objection and the Parties are unable Objections. If Seller elects (or unwilling is deemed to reach agreement with respect have elected) not to such Material Title Objection within five (5) days, Buyer may, at Buyer’s option, either (a) waive such uncured Material Title Objection and proceed with the transactions contemplated by this Agreement; or (b) if Buyer does not so waive such uncured Material cure any Title Objection, then drop the Purchaser’s sole and exclusive right and remedy shall be, on the terms and conditions set forth below, either: (x) to elect not to purchase the Property, in which event this Agreement shall be terminated, and the Deposit shall be returned to Purchaser; or (y) to complete the transactions contemplated hereby in accordance with this Agreement subject to such Title Objection without reduction in or abatement of the Purchase Price. The Purchaser shall exercise its option pursuant to clause (x) of this Section 2.1 by written notice given to and received by Seller within three (3) business days after receipt by Purchaser of Seller’s notice (or deemed election) that Seller will not cure the Title Objections. If the Purchaser shall fail to send a written notice to Seller exercising the Purchaser’s option set forth under clause (x) of this Section 2.1 within the applicable Purchased Premises from this Agreement pursuant period, then the Purchaser shall conclusively be deemed to Section 2.3 have exercised the option set forth in clause (Dropped Premisesy) and consummate the purchase of the remaining Purchased Premises. Notwithstanding the preceding sentence or any other provision of this Agreement to theSection 2.1.

Title Objections. Cure of Title Objections. (a) Purchaser shall have until the Title Exam Deadline to notify Seller in writing of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment or the Survey. Any item contained in the Title Commitment or matter shown on the Survey to which Purchaser does not object prior to the Title Exam Deadline by timely written notice shall be deemed a Permitted Exception. Time is of the essence with respect to the provisions of this Section 2.3. (b) In the event Purchaser shall notify Seller of objections to title or matter of survey shown on the Survey prior to the Title Exam Deadline, Seller shall have the right, but not the obligation, to cure such objections. Within ten (10) days after receipt of Purchaser's notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. If Seller elects to attempt to cure, and provided that Purchaser shall not have terminated this Agreement in accordance with Section 3.2 hereof, Seller shall have until the date of Closing to attempt to remove, satisfy or cure the same and for this purpose Seller shall be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed thirty (30) days following receipt of after the preliminary title reports referred to date for Closing set forth in Section 4.3, Buyer shall (a) review the form of Title Commitment and any related correspondence or information provided by 4.1 hereof. If Seller to the Title Company for each of the Purchased Premises and (b) give written notice to Seller of any Material Title Objections which Buyer or their lender may have to title. Material Title Objections shall elects not include the encumbrances set forth on Schedule 4.4 (“Permitted Encumbrances”). Seller is not obligated to cure title defectsany objections specified in Purchaser's notice, remove encumbrances or convey an estate greater than it owned on the Execution Date. Should a title examination disclose unpaid or possible unpaid franchise taxes due the State by Seller, such taxes shall not be considered a Material Title Objection, provided Seller furnishes Buyer or the Title Company a letter agreeing to satisfy any delinquency for such taxes. Within fifteen (15) days after receipt of Buyer’s notice of Material Title Objections, Seller shall commence to use its commercially reasonable efforts to cure the Material Title Objections to the reasonable satisfaction of the Title Company or reach an agreement with Buyer as to the resolution of the Material Title Objections. If if Seller is unable to effect a cure prior to the Closing (or any date to which the Closing has been adjourned), Purchaser shall have the following options: (i) to accept a Material Title Objection conveyance of the Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which Seller is unwilling or unable to cure, and without reduction of the Parties are unable or unwilling to reach agreement with respect to such Material Title Objection within five (5) days, Buyer may, at Buyer’s option, either (a) waive such uncured Material Title Objection and proceed with the transactions contemplated by this AgreementPurchase Price; or (bii) if Buyer to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Earn▇▇▇ ▇▇▇ey shall be returned to Purchaser as Purchaser's sole remedy; and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notices Purchaser that Seller does not so waive intend to attempt to cure any title objection; or if, having commenced attempts to cure any objection, Seller later notifies Purchaser that Seller will be unable to effect a cure thereof, Purchaser shall, within ten (10) days after such uncured Material Title Objectionnotice has been given, then drop notify Seller in writing whether Purchaser shall elect to accept the applicable Purchased Premises from conveyance under clause (i) or to terminate this Agreement pursuant under clause (ii). If Purchaser fails to Section 2.3 (Dropped Premises) and consummate the purchase give timely notice of its election to terminate this Agreement, Purchaser shall be deemed to have elected to accept title subject to such exception without adjustment of the remaining Purchased Premises. Notwithstanding the preceding sentence or any other provision of this Agreement to thePurchase Price.

Title Objections. Within thirty Buyer shall provide Seller with a list of all title objections (30hereinafter “Title Objections”) in writing within 10 days following after Buyer receipt of a Title Commitment. Seller shall have until the preliminary Closing Date to cure all valid Title Objections (hereinafter “Title Cure Period”). Seller shall satisfy all liens or encumbrances identified by Buyer as valid Title Objections which can be satisfied by payment on or before the Closing Date. Except for Seller’s obligations in 491 the preceding sentence, if Seller fails to cure any of Buyer’s other valid Title Objections within the Title Cure Period (and 492 fails to provide Buyer with evidence of Seller’s cure satisfactory to Buyer, Settlement Provider, and title reports referred to in Section 4.3insurance 493 company), Buyer shall (may, as Buyer’s sole remedy; a) review the form of Title Commitment and any related correspondence or information provided unilaterally cancel this Purchase Agreement within 7 days by Seller to the Title Company for each of the Purchased Premises and (b) give 494 providing written notice to Seller indicating the reason for the cancellation. In such case, Buyer shall be entitled to a full 495 return of any Material the ▇▇▇▇▇▇▇ Money, b) waive such Title Objections which and close this transaction anyway, or c) extend the Closing 496 Date for 30 days to allow Seller additional time to cure such valid Title Objections. Buyer or their lender may shall have 7 days 497 following the completion of such extension to titlecure to re-examine title to ensure the proper cure of such Title Objections. Material 498 Buyer shall notify Seller within 3 _ days after such review time period regarding any unresolved Title Objections. In 499 such case, Buyer’s remedy options and the specified time periods (a-c herein), shall repeat one additional time. Thereafter, 500 unless Buyer waives any remaining Title Objections and closes this transaction anyway, or Seller cures any remaining 501 Title Objections within the specified time period, Buyer and Seller shall not include sign a Cancellation of Purchase Agreement and 502 Buyer shall be entitled to a full refund of the encumbrances set forth on Schedule 4.4 (“Permitted Encumbrances”)▇▇▇▇▇▇▇ Money. Seller is not obligated If Buyer fails to cure title defectsact in a timely manner according to this 503 paragraph, remove encumbrances or convey an estate greater than it owned on the Execution Date. Should a title examination disclose unpaid or possible unpaid franchise taxes due the State by Seller, such taxes shall not be considered a Material Title Objection, provided Seller furnishes Buyer or the Title Company a letter agreeing to satisfy any delinquency for such taxes. Within fifteen (15) days after receipt waiver of Buyer’s notice of Material Title Objectionsrights herein. 504 505 506 507 508 509 510 511 512 513 514 515 Buyer waives all rights related to; specific performance, Seller shall commence to use its commercially reasonable efforts to cure the Material Title Objections recording a lis pendens, recording this Purchase Agreement, recording an affidavit or memorandum, or impairing title to the reasonable satisfaction of the Title Company or reach an agreement with Buyer as to the resolution of the Material Title ObjectionsProperty in any other manner. If Seller is unable to cure a Material Title Objection and the Parties are unable or unwilling to reach agreement with respect to such Material Title Objection within five (5) daysbreaches this Purchase Agreement for any reason, Buyer may, at Buyer’s optionrecourse shall be limited to the following, either (as liquidated damages; a) waive such uncured Material Title Objection a full refund of Buyer’s ▇▇▇▇▇▇▇ Money, and proceed with the transactions contemplated by this Agreement; or (b) if reimbursement of Buyer’s actual and reasonable out-of-pocket costs related to Buyer-favored contingencies. Seller’s liability for Buyer’s actual and reasonable out-of-pocket costs shall not exceed $ 10,000.00 and shall be paid by Seller to Buyer does only if; a) Seller’s breach occurs after Seller’s receipt of a Title Commitment confirming Seller is able to convey good, marketable, and fee simple title to the Property to Buyer by the type of deed specified herein on the Closing Date, and b) Seller receives documentation of Buyer’s actual and reasonable out-of-pocket costs within 7 days after Buyer’s request for reimbursement. 516 517 518 519 520 521 522 523 524 525 526 527 528 529 Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in a civil judicial proceeding in the Transaction State. The arbitrator(s) shall be limited to awarding compensatory damages and shall not so waive such uncured Material Title Objectionaward punitive, then drop the applicable Purchased Premises from this Agreement pursuant to Section 2.3 (Dropped Premises) and consummate the purchase exemplary, and/or similar types of the remaining Purchased Premises. Notwithstanding the preceding sentence or any other provision of this Agreement to thedamages.

Title Objections. Within thirty Buyer shall have until 11:59 p.m. (30Pacific Time) on the Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. No more than five (5) days following after Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer in writing of any disapproved title exceptions that Seller is unable or unwilling to cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the preliminary title reports referred contrary, at or before the Closing, Seller shall, at no cost or expense to in Section 4.3Buyer: (i) remove any liens or encumbrances securing a debt, Buyer shall any mechanic’s, materialman’s, or other monetary liens (a) review other than the form of Title Commitment lien for property taxes not yet due and payable), and any related correspondence or information provided by judgments against Seller to that affect the Property; (ii) satisfy the Title Company for each of as to Seller’s power and authority to enter into this Agreement and to convey the Purchased Premises Property to Buyer and otherwise consummate the transactions contemplated hereby; and (biii) give written notice to Seller of any Material Title Objections which Buyer or their lender may have to title. Material Title Objections shall not include the encumbrances set forth on Schedule 4.4 (“Permitted Encumbrances”). Seller is not obligated to cure title defects, remove encumbrances or convey an estate greater than it owned on the Execution Date. Should a title examination disclose unpaid or possible unpaid franchise taxes due the State execute such affidavits as are reasonably requested by Seller, such taxes shall not be considered a Material Title Objection, provided Seller furnishes Buyer or the Title Company to cause the issuance of the Title Policy as hereinafter defined, in form and content reasonably acceptable to Seller. Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, including as a letter agreeing result of failing to satisfy any delinquency for such taxes. Within fifteen respond within the five (155) days provided above, then Buyer will have five (5) days after its receipt of Seller’s notification (or expiration of said five (5) day period for Seller’s response) to either: (i) waive its objection to the disapproved title exception and cause this Agreement to remain in full force and effect; or (ii) terminate this Agreement in accordance with the provisions of Sections 4.2 and 4.3 above. If Buyer fails to notify Seller of its election of one of the two options stated in the preceding sentence within such 5-day period, then Buyer will be deemed to have waived its objection to any disapproved title exception, and any such exception will be deemed to be a Permitted Exception. Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer’s notice , Buyer may deliver to Seller a statement of Material Title any New Objections, and Seller shall commence to use its commercially reasonable efforts have until the Closing Date to cure the Material Title Objections to the reasonable satisfaction of the Title Company or reach an agreement with Buyer as to the resolution of the Material Title any New Objections. If Seller is unable fails to cure a Material Title Objection and all New Objections on or before the Parties are unable or unwilling to reach agreement with respect to such Material Title Objection within five (5) daysClosing Date, Buyer may, at Buyer’s option, either (a) waive such uncured Material Title Objection and proceed with the transactions contemplated by may terminate this Agreement; or , in which event Sections 4.3(a) through (bd) if Buyer does not so waive such uncured Material Title Objection, then drop the applicable Purchased Premises from this Agreement pursuant to Section 2.3 (Dropped Premises) and consummate the purchase of the remaining Purchased Premises. Notwithstanding the preceding sentence or any other provision of this Agreement to thehereof shall apply.

Title Objections. Within thirty (30) Buyer shall have 30 days following from the Binding Agreement Date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 30 days from the receipt of such objections (the preliminary “Title Cure Period”) to cure all valid title reports referred objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as title objections which may be satisfied by the payment of a sum certain prior to or at Closing. Except for Seller’s obligations in Section 4.3the preceding sentence, if Seller fails to cure any other valid title objections of Buyer shall within the Title Cure Period (a) review the form and fails to provide Buyer with evidence of Title Commitment Seller’s cure satisfactory to Buyer and any related correspondence or information provided by Seller to the Title Company for each Company), then within five days of the Purchased Premises and (b) give written notice to Seller expiration of any Material Title Objections which Buyer or their lender may have to title. Material Title Objections shall not include the encumbrances set forth on Schedule 4.4 (“Permitted Encumbrances”). Seller is not obligated to cure title defects, remove encumbrances or convey an estate greater than it owned on the Execution Date. Should a title examination disclose unpaid or possible unpaid franchise taxes due the State by Seller, such taxes shall not be considered a Material Title Objection, provided Seller furnishes Buyer or the Title Company a letter agreeing Cure Period, Buyer may as Buyer’s sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to satisfy any delinquency for such taxes. Within fifteen (15) days after receipt the return of Buyer’s notice ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of Material Title Objections, Seller shall commence to use its commercially reasonable efforts to cure the Material Title Objections to the reasonable satisfaction such title objections and without reduction of the Title Company or reach an agreement with Buyer as to the resolution of the Material Title Objections. If Seller is unable to cure a Material Title Objection and the Parties are unable or unwilling to reach agreement with respect to such Material Title Objection within five (5) days, Buyer may, at Buyer’s option, either (a) waive such uncured Material Title Objection and proceed with the transactions contemplated by this AgreementPurchase Price; or (b3) if extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer’s rights hereunder. Buyer does not so waive such uncured Material Title Objection, then drop shall have the applicable Purchased Premises from this Agreement pursuant right to Section 2.3 (Dropped Premises) re-examine title prior to Closing and consummate notify Seller at Closing of any title objections which appear of record after the purchase date of the remaining Purchased Premises. Notwithstanding the preceding sentence or any other provision of this Agreement to theBuyer’s initial title examination and before Closing.

Title Objections. Within thirty (30) Buyer shall have 30 days following from the Binding Agreement date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have 14 days from the receipt of such objections (the preliminary "Title Cure Period") to cure all valid title reports referred objections. Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to Closing. Except for Seller's obligations in Section 4.3the preceding sentence, if Seller fails to cure any other valid title objections of Buyer shall within the Title Cure Period (a) review the form and fails to provide Buyer with evidence of Title Commitment Seller's cure satisfactory to Buyer and any related correspondence or information provided by Seller to the Title Company for each Company), then within five days of the Purchased Premises and (b) give written notice to Seller of any Material Title Objections which Buyer or their lender may have to title. Material Title Objections shall not include the encumbrances set forth on Schedule 4.4 (“Permitted Encumbrances”). Seller is not obligated to cure title defects, remove encumbrances or convey an estate greater than it owned on the Execution Date. Should a title examination disclose unpaid or possible unpaid franchise taxes due the State by Seller, such taxes shall not be considered a Material Title Objection, provided Seller furnishes Buyer or the Title Company a letter agreeing to satisfy any delinquency for such taxes. Within fifteen (15) days after receipt of Buyer’s notice of Material Title Objections, Seller shall commence to use its commercially reasonable efforts to cure the Material Title Objections to the reasonable satisfaction expiration of the Title Company or reach an agreement with Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the resolution return of Buyer's ▇▇▇▇▇▇▇ Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Material Title Objections. If Seller is unable to cure a Material Title Objection and the Parties are unable or unwilling to reach agreement with respect to such Material Title Objection within five (5) days, Buyer may, at Buyer’s option, either (a) waive such uncured Material Title Objection and proceed with the transactions contemplated by this AgreementPurchase Price; or (b3) if extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer does not so waive such uncured Material Title Objection, then drop shall have the applicable Purchased Premises from this Agreement pursuant right to Section 2.3 (Dropped Premises) re-examine title prior to Closing and consummate notify Seller at Closing of any title objections which appear of record after the purchase date of the remaining Purchased Premises. Notwithstanding the preceding sentence or any other provision of this Agreement to theBuyer's initial title examination and before Closing.

Title Objections. Within thirty Buyer shall have until 11:59 p.m. (30Pacific Time) on the Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. No more than five (5) days following after Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer in writing of any disapproved title exceptions that Seller is unable or unwilling to cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the preliminary title reports referred contrary, at or before the Closing, Seller shall, at no cost or expense to in Section 4.3Buyer: (i) remove any liens or encumbrances securing a debt, Buyer shall any mechanic’s, materialman’s, or other monetary liens (a) review other than the form of Title Commitment lien for property taxes not yet due and payable), and any related correspondence or information provided by judgments against Seller to that affect the Property; (ii) satisfy the Title Company for each of as to Seller’s power and authority to enter into this Agreement and to convey the Purchased Premises Property to Buyer and otherwise consummate the transactions contemplated hereby; and (biii) give written notice to Seller of any Material Title Objections which Buyer or their lender may have to title. Material Title Objections shall not include the encumbrances set forth on Schedule 4.4 (“Permitted Encumbrances”). Seller is not obligated to cure title defects, remove encumbrances or convey an estate greater than it owned on the Execution Date. Should a title examination disclose unpaid or possible unpaid franchise taxes due the State execute such affidavits as are reasonably requested by Seller, such taxes shall not be considered a Material Title Objection, provided Seller furnishes Buyer or the Title Company to cause the issuance of the Title Policy as hereinafter defined, in form and content reasonably acceptable to Seller. Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, including as a letter agreeing result of failing to satisfy any delinquency for such taxes. Within fifteen respond within the five (155) days provided above, then Buyer will have five (5) days after its receipt of Seller’s notification (or expiration of said five (5) day period for Seller’s response) to either: (i) waive its objection to the disapproved title exception and cause this Agreement to remain in full force and effect; or (ii) terminate this Agreement in accordance with the provisions of Sections 4.2 and 4.3 above. If ▇▇▇▇▇ fails to notify Seller of its election of one of the two options stated in the preceding sentence within such 5-day period, then Buyer will be deemed to have waived its objection to any disapproved title exception, and any such exception will be deemed to be a Permitted Exception. Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer’s notice , Buyer may deliver to Seller a statement of Material Title any New Objections, and Seller shall commence to use its commercially reasonable efforts have until the Closing Date to cure the Material Title Objections to the reasonable satisfaction of the Title Company or reach an agreement with Buyer as to the resolution of the Material Title any New Objections. If Seller is unable fails to cure a Material Title Objection and all New Objections on or before the Parties are unable or unwilling to reach agreement with respect to such Material Title Objection within five (5) daysClosing Date, Buyer may, at Buyer’s option, either (a) waive such uncured Material Title Objection and proceed with the transactions contemplated by may terminate this Agreement; or , in which event Sections 4.3(a) through (bd) if Buyer does not so waive such uncured Material Title Objection, then drop the applicable Purchased Premises from this Agreement pursuant to Section 2.3 (Dropped Premises) and consummate the purchase of the remaining Purchased Premises. Notwithstanding the preceding sentence or any other provision of this Agreement to thehereof shall apply.