Common use of Title Objections Clause in Contracts

Title Objections. Within fifteen (15) days after 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 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 have the right, at its option, by written notice to 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 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 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 Objections (the “Title Cure Period”). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or remove any Title Objections. If Seller is unable to cure any Title 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 marketable title, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within fifteen (15) days after expiration of the Title Cure Period, terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be fully refunded to Buyer.

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 receiving the later receipt 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 reasonable judgment, are unacceptable (“Title Objections”). If Seller is unable or unwilling to cure any notice of Material Title Objections, Seller will provide written notice thereof shall commence to Buyer within fifteen (15) days following receipt of notice of Title Objections from Buyer and Buyer shall have the right, at use its option, by written notice to 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 commercially reasonable efforts to cure the Material Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer with notice the reasonable satisfaction of its intention to cure same within the 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 Objections (Company or reach an agreement with Buyer as to the “Title Cure Period”). In no event shall Seller have any obligation to commence litigation or to incur costs in excess resolution of One Thousand Dollars ($1,000.00) to cure or remove any the Material Title Objections. If Seller is unable to cure any a Material Title Objections Objection and the Parties are unable or unwilling to reach agreement with respect to such Material Title Objection 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 marketable titlefive (5) days, Buyer may, as its sole at Buyer’s option, either (a) waive such uncured Material Title Objection and exclusive remedyproceed 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 upon written notice to Seller within fifteen (15) days after expiration consummate the purchase of the Title Cure Period, terminate remaining Purchased Premises. Notwithstanding the preceding sentence or any other provision of this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be fully refunded Agreement to Buyer.the

Title Objections. Within fifteen Buyer shall have 30 days 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 (15the “Title Cure Period”) to cure all valid title 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 the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller’s cure satisfactory to Buyer and to the Title Company), then within five days after receiving of the later expiration of the Title Commitment or the SurveyCure Period, Buyer shall notify Seller if may as Buyer’s sole remedies: (1) rescind the Title Commitment or Survey reveals any liens, encumbrances, claims or exceptions thattransaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer’s 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 have the right, at its option, by written notice to 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 Money; (2) waive any such objections and all interest thereon, whereafter both Parties shall be relieved elect to close the transaction contemplated hereby irrespective of such title objections and discharged without reduction of any rights, liabilities or obligations hereunder, the Purchase Price; or (ii3) extend the Closing Date for a period of up to waive fifteen days to allow Seller further time to cure such defect and proceed valid title objections. Failure to Closing. Buyer’s failure to exercise the right to terminate within the said fifteen (15) day period act in a timely manner under this paragraph shall constitute a waiver of Buyer’s rights hereunder. Buyer shall have the right to terminate with respect re-examine title prior to such Closing and notify Seller at Closing of any title matters. However, if Seller elects to cure objections which appear of record after the Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer with notice date of its intention to cure same within the fifteen (15) days aforesaid Buyer’s initial title examination 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 Objections (the “Title Cure Period”). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or remove any Title Objections. If Seller is unable to cure any Title 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 marketable title, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within fifteen (15) days after expiration of the Title Cure Period, terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be fully refunded to Buyerbefore Closing.

Title Objections. Within fifteen Buyer shall provide Seller with a list of all title objections (15hereinafter “Title Objections”) in writing within 10 days after receiving Buyer receipt of a Title Commitment. Seller shall have until the later 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 insurance 493 company), Buyer may, as Buyer’s sole remedy; a) unilaterally cancel this Purchase Agreement within 7 days by 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 the ▇▇▇▇▇▇▇ Money, b) waive such Title Commitment Objections and close this transaction anyway, or c) extend the Survey, Closing 496 Date for 30 days to allow Seller additional time to cure such valid Title Objections. Buyer shall have 7 days 497 following the completion of such extension to cure to re-examine title to ensure the proper cure of such Title Objections. 498 Buyer shall notify Seller if the within 3 _ days after such review time period regarding any unresolved Title Commitment or Survey reveals any liensObjections. In 499 such case, encumbrances, claims or exceptions that, in Buyer’s reasonable judgmentremedy options and the specified time periods (a-c herein), are unacceptable (“Title Objections”)shall repeat one additional time. If Seller is unable or unwilling to cure Thereafter, 500 unless Buyer waives any Title Objections, Seller will provide written notice thereof to Buyer within fifteen (15) days following receipt of notice of remaining Title Objections from and closes this transaction anyway, or Seller cures any remaining 501 Title Objections within the specified time period, Buyer and Seller shall sign a Cancellation of Purchase Agreement and 502 Buyer shall have the right, at its option, by written notice be entitled to Seller within fifteen (15) days following receipt of Seller’s written notice, either (i) to terminate this Agreement and obtain a full refund of the ▇▇▇▇▇▇▇ Money and all interest thereonMoney. If Buyer fails to act in a timely manner according to this 503 paragraph, whereafter both Parties it 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 considered a waiver of Buyer’s right rights herein. 504 505 506 507 508 509 510 511 512 513 514 515 Buyer waives all rights related to; specific performance, recording a lis pendens, recording this Purchase Agreement, recording an affidavit or memorandum, or impairing title to terminate with respect to such title matters. However, if Seller elects to cure the 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 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 Objections (the “Title Cure Period”). In no event shall Seller have Property in any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or remove any Title Objectionsother manner. If Seller is unable breaches this Purchase Agreement for any reason, Buyer’s recourse shall be limited to cure any Title 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 marketable title, Buyer mayfollowing, as its sole and exclusive remedy, and upon written notice to Seller within fifteen (15liquidated damages; a) days after expiration a full refund of the Title Cure Period, terminate this Agreement, in which event the Buyer’s ▇▇▇▇▇▇▇ Money Money, and b) 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 fully refunded paid by Seller to Buyer 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 award punitive, exemplary, and/or similar types of damages.

Title Objections. Within fifteen Cure of Title Objections. (15a) days after receiving Purchaser shall have until the later 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, Buyer shall notify Seller if . Any item contained in the Title Commitment or matter shown on the Survey reveals any liens, encumbrances, claims 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 exceptions that, in Buyer’s reasonable judgment, are unacceptable (“matter of survey shown on the Survey prior to the Title Objections”). If Seller is unable or unwilling to cure any Title ObjectionsExam Deadline, Seller will provide written notice thereof to Buyer within fifteen (15) days following receipt of notice of Title Objections from Buyer and Buyer shall have the right, at its optionbut not the obligation, by written notice to Seller within fifteen cure such objections. Within ten (1510) days following after receipt of Seller’s written 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 after the date for Closing set forth in Section 4.1 hereof. If Seller elects not to cure any objections specified in Purchaser's notice, either or 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 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 Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and obtain a refund upon delivery of such notice of termination, this Agreement shall terminate and the Earn▇▇▇ ▇▇▇▇▇▇▇ Money and all interest thereon, whereafter both Parties ey shall be relieved returned to Purchaser as Purchaser's sole remedy; and discharged of thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or obligations hereunderliability set forth herein expressly survives termination of this Agreement. If Seller notices Purchaser that Seller does not 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 notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii) ). If Purchaser fails 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 Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer with give timely notice of its intention election to cure same within the 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 Objections (the “Title Cure Period”). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or remove any Title Objections. If Seller is unable to cure any Title 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 marketable title, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within fifteen (15) days after expiration of the Title Cure Period, terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money Purchaser shall be fully refunded deemed to Buyerhave elected to accept title subject to such exception without adjustment of the Purchase Price.

Title Objections. Within fifteen Buyer shall have until 11:59 p.m. (15Pacific 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 after receiving the later Seller’s receipt of the Title Commitment or the Surveyany such notice of disapproval from Buyer, Buyer Seller shall notify Seller if the Title Commitment or Survey reveals Buyer in writing of any liens, encumbrances, claims or disapproved title exceptions that, in Buyer’s reasonable judgment, are unacceptable (“Title Objections”). If that Seller is unable or unwilling to cure any Title Objectionscause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller will provide written notice thereof shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by 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 result of failing to respond within fifteen the five (155) days following provided above, then Buyer will have five (5) days after its receipt of notice Seller’s notification (or expiration of Title Objections from 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 rightright to update its title and survey examinations of the Property until the Closing Date, at its optionand 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 written notice Buyer, Buyer may deliver to 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 statement of any rightsNew Objections, 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 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 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 until the Title Objections (the “Title Cure Period”). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) Closing Date to cure or remove any Title New Objections. If Seller is unable fails to cure any Title all New Objections within on or before the Title Cure Period that, in the reasonable opinion of the Title Company or Buyer, must be cured in order to deliver good and marketable titleClosing Date, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within fifteen (15) days after expiration of the Title Cure Period, may terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money Sections 4.3(a) through (d) hereof shall be fully refunded to Buyerapply.

Title Objections. Within fifteen Purchaser may, at its sole cost and expense, request the Title Company to issue its title insurance commitment for the Real Property (15the “Title Commitment”) days after receiving the later 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) day period is referred to herein as the “Due Diligence Period” and the last day of the Due Diligence Period at 5:00 p.m. Central time is referred to herein as the “Approval Date”), Purchaser or Purchaser’s attorneys shall deliver to Seller or Seller’s attorneys, notice of Purchaser’s objections (the “Title Objections”) to any survey matters, liens, encumbrances or other title exceptions revealed by the Commitment or the Survey, Buyer shall notify Seller if as the case may be. Copies of the title exceptions(s) constituting the Title Commitment Objections shall be delivered to Seller or Survey reveals any liens, encumbrances, claims or exceptions that, in BuyerSeller’s reasonable judgment, are unacceptable (“Title Objections”)attorneys with such objection notice. If Seller is unable or unwilling to cure any Title Objections, Seller will provide written notice thereof to Buyer within fifteen (15) days following Upon receipt of any such timely written notice of Title Objections from Buyer and Buyer the Purchaser, Seller may, but shall have the rightnot be obligated to, at its option, by written notice to 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 Title Objections (although Seller will have no such obligation to do so), on or before the Closing Date. Seller shall provide Buyer with notice notify Purchaser within five (5) business days of its intention to cure same within the 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 receiving the Title Objections (the “Title Cure Period”). In no event shall Seller have any obligation as to commence litigation its decision to either cure or to incur costs in excess of One Thousand Dollars ($1,000.00) not to cure or remove any the Title Objections. If Seller does not provide such notice, then Seller shall be deemed to have elected not to cure the Title Objections. If Seller elects (or is unable deemed to have elected) not to cure any Title Objections within Objection, then the Title Cure Period that, in the reasonable opinion of the Title Company or Buyer, must be cured in order to deliver good and marketable title, Buyer may, as its Purchaser’s sole and exclusive remedyright 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 upon 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 fifteen the applicable period, then the Purchaser shall conclusively be deemed to have exercised the option set forth in clause (15y) days after expiration of the Title Cure Period, terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be fully refunded to BuyerSection 2.1.

Title Objections. Within fifteen Buyer shall have 30 days 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 (15the "Title Cure Period") to cure all valid title 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 the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days after receiving of the later expiration of the Title Commitment or the SurveyCure Period, Buyer shall notify Seller if may as Buyer's sole remedies: (1) rescind the Title Commitment or Survey reveals any liens, encumbrances, claims or exceptions thattransaction contemplated hereby, in Buyer’s 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 which case Buyer shall have be entitled to the right, at its option, by written notice to Seller within fifteen (15) days following receipt return of Seller’s written notice, either (i) to terminate this Agreement and obtain a refund of the Buyer's ▇▇▇▇▇▇▇ Money Money; (2) waive any such objections and all interest thereon, whereafter both Parties shall be relieved elect to close the transaction contemplated hereby irrespective of such title objections and discharged without reduction of any rights, liabilities or obligations hereunder, the Purchase Price; or (ii3) extend the Closing Date for a period of up to waive fifteen days to allow Seller further time to cure such defect and proceed valid title objections. Failure to Closing. Buyer’s failure to exercise the right to terminate within the said fifteen (15) day period act in a timely manner under this paragraph shall constitute a waiver of Buyer’s 's rights hereunder. Buyer shall have the right to terminate with respect re-examine title prior to such Closing and notify Seller at Closing of any title matters. However, if Seller elects to cure objections which appear of record after the Title Objections (although Seller will have no such obligation to do so), Seller shall provide Buyer with notice date of its intention to cure same within the fifteen (15) days aforesaid Buyer's initial title examination 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 Objections (the “Title Cure Period”). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or remove any Title Objections. If Seller is unable to cure any Title 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 marketable title, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within fifteen (15) days after expiration of the Title Cure Period, terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be fully refunded to Buyerbefore Closing.

Title Objections. Within fifteen Buyer shall have until 11:59 p.m. (15Pacific 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 after receiving the later Seller’s receipt of the Title Commitment or the Surveyany such notice of disapproval from Buyer, Buyer Seller shall notify Seller if the Title Commitment or Survey reveals Buyer in writing of any liens, encumbrances, claims or disapproved title exceptions that, in Buyer’s reasonable judgment, are unacceptable (“Title Objections”). If that Seller is unable or unwilling to cure any Title Objectionscause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller will provide written notice thereof shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by 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 result of failing to respond within fifteen the five (155) days following receipt of notice of Title Objections from provided above, then Buyer and Buyer shall will have the right, at its option, by written notice to Seller within fifteen five (155) days following after its receipt of Seller’s written notice, either 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 obtain a refund of the ▇▇4.3 above. If ▇▇▇▇▇ Money 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 all interest thereon, whereafter both Parties any such exception will be deemed to be a Permitted Exception. Buyer 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 have the right to terminate within update its title and survey examinations of the said fifteen 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 (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 Title Objections (although Seller will have no such obligation to do so“New Objection”), provided such New Objection was not caused by Buyer, Buyer may deliver to Seller shall provide Buyer with notice a statement of its intention to cure same within the fifteen (15) days aforesaid any New Objections, 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 until the Title Objections (the “Title Cure Period”). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) Closing Date to cure or remove any Title New Objections. If Seller is unable fails to cure any Title all New Objections within on or before the Title Cure Period that, in the reasonable opinion of the Title Company or Buyer, must be cured in order to deliver good and marketable titleClosing Date, Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within fifteen (15) days after expiration of the Title Cure Period, may terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money Sections 4.3(a) through (d) hereof shall be fully refunded to Buyerapply.