Common use of Title Updates Clause in Contracts

Title Updates. If any supplemental title report or update issued subsequent to the Effective Date contains exceptions other than those in the Title Commitments or New Surveys and which have a material adverse effect on the use, value or operation of the Property (“New Exceptions”), Purchaser will be entitled to object to the New Exceptions by delivery of a notice of objections to Seller on or before the date that is five (5) days following Purchaser’s receipt of such supplement or update. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Seller will have not less than ten (10) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such ten (10) day period and for five (5) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove the objectionable New Exceptions, provided, Seller will be required to remove prior to or at Closing all monetary liens constituting New Exceptions. If, within the ten (10) day period, Seller or Title Company does not (or does not agree to) remove the objectionable New Exceptions (provided Seller will remove all monetary liens), then Purchaser may terminate this Agreement upon notice to Seller no later than five (5) days following expiration of the (10) day cure period. If Purchaser terminates this Agreement, the Deposit will be promptly returned to Purchaser, and the parties shall be released from all further obligations under this Agreement (except those that expressly survive termination of this Agreement). If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller and/or Title Company has removed or agreed to remove) will be included as Permitted Exceptions.

Title Updates. If any supplemental title report commitment or update issued subsequent to the Effective Date date of the Title Commitment contains exceptions (the “New Exceptions”) other than those in the Title Commitments or New Surveys and which have a material adverse effect on the use, value or operation of the Property (“New Exceptions”)Commitment, Purchaser will be entitled to object to the New Exceptions by delivery of a notice of objections to Seller on or before the date that is five (5) days following Purchaser’s receipt of such supplement or updateupdate or, if earlier, the Closing Date (time being of the essence). If Purchaser fails to deliver to Seller a notice of objections on or before such datedate (time being of the essence), Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Seller will have not less than ten (10) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such ten (10) day period and for five (5) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, to remove or insure over the objectionable New Exceptions, provided, Seller will be required to remove prior to or at Closing all monetary liens constituting New Exceptions. If, within the ten (10) day period, Seller or Title Company does not (or does not agree to) remove or insure over the objectionable New Exceptions (provided Seller will remove all monetary liens)Exceptions, then Purchaser may terminate this Agreement upon notice to Seller no later than five (5) days following expiration of the (10) day cure period. If Purchaser terminates this Agreement, the Deposit will be promptly returned to Purchaser, and the parties shall be released from all further obligations under this Agreement (except those that expressly survive termination of this Agreement). If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller and/or Title Company has removed or insured over or agreed to removeremove or insure over) will be included as Permitted Exceptions.

Title Updates. If exceptions to title first appear on any supplemental title report update or update issued subsequent to the Effective Date contains exceptions other than those in the Title Commitments or New Surveys and which have a material adverse effect on the use, value or operation continuation of the Property title, Recipient shall notify Contributor thereof (“New ExceptionsTitle Objection”), Purchaser will . Contributor shall be entitled to object reasonable adjournments of the Closing (not to the New Exceptions by delivery of a notice of objections exceed 180 days) in order to Seller on or before the date that is remedy any such Title Objections. If Recipient does give such notice, Contributor shall have five (5) business days following Purchaser’s after receipt of such supplement thereof to notify Recipient that Contributor (a) will cause or update. If Purchaser fails (b) elects not to deliver cause, any or all Title Objections to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Seller will have not less than ten (10) days from the receipt of Purchaser’s notice (andremoved or, if necessaryRecipient approves in its sole discretion exercised in good faith, Seller may extend insured over by the Closing Date Title Company. Contributor’s failure to provide for notify Recipient within such ten (10) day period and for five (5) business day period as to any Title Objection shall be deemed an election by Contributor not to remove or have the Title Company insure over such Title Objection. If Contributor notifies or is deemed to have notified Recipient that Contributor shall not remove nor have the Title Company insure over any or all of the Title Objections, Recipient shall have the right, exercisable within five (5) business days following receipt (or deemed receipt) of such period notice, either to (i) terminate this Agreement due to such Title Objections, in which event Contributor shall be to pay to Recipient the cost paid by Recipient for Purchaser’s response)a title search and survey update, within survey, Phase I Reports and any property condition report, and neither party shall thereafter have any further rights or obligations under this Agreement, except for those rights or obligations that expressly survive or (ii) waive such Title Objections and proceed to Closing without any abatement or reduction in the Consideration on account of such Title Objections, in which ▇▇▇▇ ▇▇▇▇▇▇ mayevent such Title Objections shall be deemed Permitted Encumbrances for all purposes hereof. Notwithstanding the foregoing, but is under no obligation to, remove the objectionable New Exceptions, provided, Seller will Contributor shall be required to remove prior to of record the following liens: (A) any mortgage on the Land or at Closing all monetary liens constituting New Exceptions. If, within the ten Improvements given by Contributor; (10B) day period, Seller or Title Company does not (or does not agree to) remove any lien voluntarily created by Contributor after the objectionable New Exceptions (provided Seller will remove all monetary liens), then Purchaser may terminate this Agreement upon notice to Seller no later than five (5) days following expiration of the (10) day cure period. If Purchaser terminates this Agreement, the Deposit will be promptly returned to Purchaser, and the parties shall be released from all further obligations under this Agreement (except those that expressly survive termination date of this Agreement). If Purchaser fails to terminate this Agreement ; and (C) any other lien in the manner set forth abovea liquidated amount, the New Exceptions (except those Seller and/or Title Company has removed such as mechanics liens, judgments or agreed to remove) will be included as Permitted Exceptionstax liens caused by Contributor.

Title Updates. If any supplemental title report or update issued subsequent to the Effective Date expiration of the Study Period contains exceptions other than those in for matters placed on the public record following the Approval Date or otherwise not disclosed by the Title Commitments or New Surveys and which have a material adverse effect on the use, value or operation of the Property Report initially delivered to Buyer (“New Exceptions”), Purchaser Buyer will be entitled to object to the New Exceptions by delivery of a notice of objections to Seller Sellers on or before the date that is five three (53) days Business Days following PurchaserBuyer’s receipt of such supplement or update. If Purchaser Buyer fails to deliver to Seller Sellers a notice of objections on or before such date, Purchaser Buyer will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted ExceptionsExceptions except to the extent that the New Exception constitutes a Required Cure Matter. Seller If such New Exception constitutes a Required Cure Matter, Sellers shall cure the same in accordance with Section 5.6 hereof. If such New Exception does not constitute a Required Cure Matter, then Sellers will have not less than ten five (105) days from after the receipt of PurchaserBuyer’s notice (and, if necessary, Seller Sellers may extend the Closing Date to provide for such ten (10) day period and for five (5) days following such period for Purchaser’s responseday period), within which ▇▇▇▇ ▇▇▇▇▇▇ time Sellers may, but is are under no obligation to, remove the objectionable New Exceptions, provided, Seller will be required . If Buyer timely objects to remove prior to or at Closing all monetary liens constituting such New Exceptions. If, Exception and such New Exception does not constitute a Required Cure Matter and within the ten five (105) day period, Seller Sellers or Title Company does do not (or does do not agree to) remove the objectionable New Exceptions (provided Seller will remove all monetary liens)Exceptions, then Purchaser Buyer may terminate this Agreement upon written notice to Seller Sellers no later than five two (52) days following expiration of the five (105) day cure period. If Purchaser terminates this Agreement, the Deposit will be promptly returned to Purchaser, and the parties shall be released from all further obligations under this Agreement (except those that expressly survive termination of this Agreement). If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller and/or Title Company has removed or agreed to remove) will be included as Permitted Exceptions.day

Title Updates. If any supplemental title report or update issued subsequent to the Effective Date date of the Title Commitment contains exceptions (“New Exceptions”) other than those in the Title Commitments or New Surveys and which have a material adverse effect on the use, value or operation of the Property (“New Exceptions”)Commitment, Purchaser will be entitled to object to the New Exceptions by delivery of a notice of objections to Seller on or before the date that is five (5) days following Purchaser’s receipt of such supplement or update. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New ExceptionsExceptions (except as provided in the Monetary Lien Removal Obligation), and the New Exceptions will be included as Permitted Exceptions. Seller will have not less than ten (10) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such ten (10) day period and for five (5) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove the objectionable New Exceptions, provided, Seller will be required to remove prior to or at Closing all monetary liens constituting New Exceptions. If, within the ten (10) day period, Seller or Title Company does not (or does not agree to) remove the objectionable New Exceptions (provided Seller will remove all monetary liens)Exceptions, then Purchaser may terminate this Agreement upon notice to Seller no later than five (5) days following expiration of the (10) day cure period. If Purchaser terminates this Agreement, the Deposit will be promptly returned to Purchaser, and the parties shall be released from all further obligations under this Agreement (except those that expressly survive termination of this Agreement). If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller and/or Title Company has removed or agreed to removeremove and except as provided in the Monetary Lien Removal Obligation) will be included as Permitted Exceptions.

Title Updates. If any supplemental title report or update issued subsequent to the Effective Date date of the Title Commitment contains exceptions (“New Exceptions”) other than those in the Title Commitments or New Surveys and which have a material adverse effect on the use, value or operation of the Property (“New Exceptions”)Commitment, Purchaser will be entitled to object to the New Exceptions by delivery of a notice of objections to Seller on or before the date that is five (5) days following Purchaser’s receipt of such supplement or update. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Seller will have not less than ten (10) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such ten (10) day period and for five (5) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, to remove or insure over the objectionable New Exceptions, provided, Seller will be required to remove prior to or at Closing all monetary liens constituting New Exceptions. If, within the ten (10) day period, Seller or Title Company does not (or does not agree to) remove or insure over the objectionable New Exceptions (provided Seller will remove all monetary liens)Exceptions, then Purchaser may terminate this Agreement upon by written notice to Seller no later than five (5) days following expiration of the ten (10) day cure period. If Purchaser terminates this Agreement, the Deposit will be promptly returned to Purchaser, and the parties shall be released from all further obligations under this Agreement (except those that expressly survive termination of this Agreement). If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except Monetary Liens and those Seller and/or Title Company has removed or insured over or agreed to removeremove or insure over) will be included as Permitted Exceptions.

Title Updates. If any supplemental title report or update issued subsequent to the Effective Date September 20, 2017 contains material exceptions (“New Exceptions”) other than those in the original Title Commitments or New Surveys and which have a material adverse effect on the use, value or operation of the Property (“New Exceptions”)Commitment, Purchaser will be entitled to object to the New Exceptions by delivery of a notice of objections to Seller on or before the date that is five (5) days following Purchaser’s receipt of such supplement or update. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New ExceptionsExceptions (except Required Removal Items), and the New Exceptions will be included as Permitted Exceptions. Seller will have not less than ten five (105) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such ten five (105) day period and for five two (52) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove the objectionable New Exceptions, provided, Seller will be required to remove prior to or at Closing all monetary liens constituting New ExceptionsExceptions (other than Required Removal Items). If, within the ten five (105) day period, Seller or Title Company does not (or does not agree to) remove the objectionable New Exceptions (provided Seller will remove all monetary liens)Exceptions, then Purchaser may terminate this Agreement upon notice to Seller no later than five two (52) business days following expiration of the five (105) day cure period. If Purchaser terminates this Agreement, the Deposit will be promptly returned to Purchaser, and the parties shall be released from all further obligations under this Agreement (except those that expressly survive termination of this Agreement). If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller and/or Title Company has removed or agreed to removeremove and Required Removal Items) will be included as Permitted Exceptions.

Title Updates. If any supplemental title report or update issued subsequent to the Effective Date contains exceptions other than those in the Title Commitments or New Surveys and which have a material adverse effect on the use, value or operation of the Property (“New Exceptions”a) Except for Monetary Encumbrances (defined below), Purchaser will be entitled to object to has approved all matters disclosed by the New Exceptions by delivery of a notice of objections to Seller on or before Title Report and the date that is Survey and all title exceptions and survey matters so disclosed shall constitute “Permitted Exceptions”. (b) Purchaser shall have five (5) days following Purchaser’s after receipt of a Title Update, if any, to notify Seller, in writing, of such supplement or updateobjections as Purchaser may have to anything contained in such Title Update. If In the event Purchaser fails to deliver to Seller a notice shall notify Seller, in writing, of objections to title or to matters shown on or before a Title Update, Seller shall have the right, but not the obligation, to cure such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptionsobjections. Seller will have not less than ten Within five (105) days from the after receipt of Purchaser’s notice (and, if necessaryof objections, Seller may extend shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to a reasonable adjournment of the Closing if additional time is required, but in no event shall the adjournment exceed sixty (60) days after the Outside Closing Date (any cure to provide for such ten be effected by affirmative title insurance shall first be subject to the prior consent of Purchaser, same to be granted or denied in its reasonable discretion). If Seller elects not to cure any objections specified in Purchaser’s notice, or if Seller is unable to effect a cure of those objections which it elected to cure prior to the Closing (10or any date to which the Closing has been adjourned) day period and for so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) days day period, Purchaser shall have the following such period for Purchaser’s responseoptions: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed to be Permitted Exceptions), within which and without reduction of the Purchase Price; or (ii) only if the title exception is materially adverse to the ownership or operation of the Real Property, 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 ▇▇▇▇ ▇▇▇▇▇▇ mayMoney shall be returned to Purchaser, but is under no and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation toor liability set forth herein expressly survives termination of this Agreement. If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection or fails to respond to Purchaser’s notice within said five (5) day period; or if, remove the objectionable New Exceptionshaving commenced attempts to cure any objection, provided, Seller later notifies Purchaser in writing that Seller will be required unable to remove prior to or at Closing all monetary liens constituting New Exceptions. Ifeffect a cure thereof; Purchaser shall, within the ten (10) day period, Seller or Title Company does not (or does not agree to) remove the objectionable New Exceptions (provided Seller will remove all monetary liens), then Purchaser may terminate this Agreement upon notice to Seller no later than five (5) days following expiration of after such notice has been given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (10i) day cure period. If Purchaser terminates this Agreement, the Deposit will be promptly returned to Purchaser, and the parties shall be released from all further obligations under this Agreement (except those that expressly survive termination of this Agreement). If Purchaser fails or to terminate this Agreement under clause (ii). Purchaser’s failure to notify Seller of termination of this Agreement within such five (5) day period shall be deemed to be an irrevocable election under clause (i) to accept conveyance of the Property. Notwithstanding any provision of this Agreement to the contrary, in no event shall Seller have any obligation to cure any title matter objected to by Purchaser; provided, however, (A) if any of the objections (1) consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum and (2) were caused, assumed or created by Seller (collectively, “Monetary Encumbrances”), then, to that extent, Seller shall be obligated to pay and discharge (or cause the Title Company to insure over such objections) any such objections and Escrow Agent is authorized to pay and discharge at Closing such objections, and (B) Purchaser acknowledges that Seller’s existing financing for the Property matures on July 8, 2010 and in the manner set forth aboveevent any Title Update discloses an exception to title arising from such financing, Seller may cure such title matter by repaying the New Exceptions (except those financing in full at the Closing. Notwithstanding the foregoing, Seller and/or Title Company has removed or agreed to remove) will be included as Permitted Exceptionsshall cause the release and discharge of all Monetary Encumbrances.

Title Updates. If any supplemental title report or update issued subsequent to the Effective Date date of the Title Commitment contains exceptions (“New Exceptions”) other than those in the Title Commitments or New Surveys and which have a material adverse effect on the use, value or operation of the Property (“New Exceptions”)Commitment, Purchaser will be entitled to object to the New Exceptions by delivery of a notice of objections to Seller on or before the date that is five (5) business days following Purchaser’s receipt of such supplement or update. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Seller will have not less than ten (10) business days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such ten (10) day period and for five (5) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, to remove the objectionable New Exceptions, provided, Seller will be required to remove prior to or at Closing all monetary liens constituting New Exceptions. If, within the ten (10) day period, Seller or Title Company does not (or does not agree to) remove the objectionable New Exceptions (provided Seller will remove all monetary liens)Exceptions, then Purchaser may terminate this Agreement upon notice to Seller no later than five (5) days following expiration of the (10) day cure period. If Purchaser terminates this Agreement, the Deposit will be promptly returned to Purchaser, and the parties shall be released from all further obligations under this Agreement (except those that expressly survive termination of this Agreement). If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller and/or Title Company has removed or agreed to remove) will be included as Permitted Exceptions.

Title Updates. If any supplemental title report commitment or update issued subsequent to the Effective Date date of the Title Commitment contains exceptions (the “New Exceptions”) other than those in the Title Commitments or New Surveys and which have a material adverse effect on the use, value or operation of the Property (“New Exceptions”)Commitment, Purchaser will be entitled to object to the New Exceptions by delivery of a notice of objections to Seller on or before the date that is five (5) days following Purchaser’s receipt of such supplement or updateupdate (time being of the essence). If Purchaser fails to deliver to Seller a notice of objections on or before such datedate (time being of the essence), Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Seller will have not less than ten (10) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such ten (10) day period and for five (5) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, to remove or insure over the objectionable New Exceptions, provided, Seller will be required to remove prior to or at Closing all monetary liens constituting New Exceptions. If, within the ten (10) day period, Seller or Title Company does not (or does not agree to) remove or insure over the objectionable New Exceptions (provided Seller will remove all monetary liens)Exceptions, then Purchaser may terminate this Agreement upon notice to Seller no later than five (5) days following expiration of the (10) day cure period. If Purchaser terminates this Agreement, the Deposit will be promptly returned to Purchaser, and the parties shall be released from all further obligations under this Agreement (except those that expressly survive termination of this Agreement). If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller and/or Title Company has removed or insured over or agreed to removeremove or insure over) will be included as Permitted Exceptions.. Purchase and Sale Agreement Des ▇▇▇▇▇ Corners