Common use of Permitted Exceptions Clause in Contracts

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the title report or any supplemental report within the earlier of: (1) twenty (20) days after Mutual Acceptance of this Agreement; or (2) the expiration of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; provided, however, that the lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, and Seller shall provide an owner's affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions.

Permitted Exceptions. Buyer Within five (5) days after delivery of the Title Commitment, Purchaser shall notify advise Seller of any defect or objections disclosed by the Title Commitment (other than the Mortgage) which are objectionable matters to Purchaser. Any item shown on the Title Commitment to which no objection is made by that date is a "Permitted Exception." If any objection is timely made, or if a lien or encumbrance shall first affect the Property after the effective date of the Commitment and prior to the Closing, Seller has the option, in Seller's sole discretion, to make reasonable efforts to satisfy such objections, except that Seller agrees to satisfy any monetary lien affecting the Property ("Monetary Lien") at or prior to the Closing and with respect to any other title report or any supplemental report matter objected to by Purchaser which is not in a liquidated amount but which can be cured within the earlier of: (1) a period of twenty (20) days after Mutual Acceptance at an expense of not more than $25,000 ("Other Title Matters"), Seller shall also cure the same at or prior to the Closing. In the event those defects and objections (other than the Monetary Liens and other Title Matters, which Seller shall satisfy at or prior to the Closing) are not satisfied by the Closing Date, then, at the option of Purchaser, Purchaser may elect to terminate this Agreement or waive the objection and proceed to Closing. For purposes of this Agreement; , any such defect or (2) the expiration of the Feasibility Period. This Agreement objection shall terminate and Buyer shall receive a refund of the xxxxxxx money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; provided, however, that have been cured by Seller upon the lien securing any financing which Xxxxx has agreed issuance to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, and Seller shall provide an owner's affidavit containing the information and reasonable covenants requested Purchaser by the Title Company of its policy insuring title company. The title policy shall contain no exceptions other than to the General Exclusions and Exceptions common Property without exception for such defect or objection (specifically referring to such form of policy and the Permitted Exceptionsdefect or objection) at no additional cost to Purchaser.

Permitted Exceptions. Buyer shall notify Seller Each Party may disclose the other Party’s Confidential Information (a) to its employees, outside advisors, Affiliates or acquirers who reasonably need to know such information for the purpose of any objectionable matters advising or assisting it in the title report or any supplemental report within the earlier of: (1) twenty (20) days after Mutual Acceptance of connection with this Agreement; or , (2b) the expiration to actual and prospective investors, other financing sources (each, of the Feasibility Period. This Agreement shall terminate persons mentioned in (a) and Buyer shall receive (b) above, a refund “Representative”), (c) to Regulatory Authorities in furtherance of the xxxxxxx moneyResearch Program, less and (d) to any costs advanced or committed for BuyerThird Parties if required by Applicable Law, unless within five (5) days of Buyer’s notice of subject to Section 8.4. Prior to disclosing any Confidential Information to any Representative pursuant to this Section 8.2, the receiving Party will inform such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery Representative of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days proprietary nature of Buyer’s notice of objections. The closing date shall be extended the Confidential Information and, to the extent necessary the Representative has not already signed a confidentiality agreement with provisions at least as protective as those set forth herein, will require such Representative to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time agree in writing (except in the case of outside legal advisors or auditors, who may orally agree) to be bound by the requirements of this Section 8 and not to use or disclose the Confidential Information except as permitted herein. Each Party agrees to be responsible for any breach of these noticesconfidentiality obligations by its Representatives. Buyer shall not Furthermore, either Party may disclose the existence of this Agreement and the terms and conditions hereof, without the prior written consent of the other Party, as may be required by Applicable Law (including, without limitation, disclosure requirements of the SEC, NYSE, NASDAQ or any foreign stock exchange), in which case the Party seeking to object disclose the information shall give the other Party reasonable advance notice and review of any such disclosure and shall seek confidential treatment of such Confidential Information to the extent possible under Applicable Law. It is specifically agreed that (x) BSP may disclose Prometheus Confidential Information to any mortgage or deed of trust liens, or BSP Affiliate under the statutory lien for real property taxessame conditions provided in this Section 8 on a need-to-know basis, and (y) Prometheus may disclose BSP Confidential Information to any Prometheus Affiliate under the same shall not be deemed to be Permitted Exceptions; provided, however, that the lien securing any financing which Xxxxx has agreed to assume shall be conditions provided in this Section 8 on a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptionsneed-to-know basis.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, and Seller shall provide an owner's affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions.

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in Subject to the title report or any supplemental report within the earlier of: (1) twenty (20) days after Mutual Acceptance terms and conditions of this Agreement; , Buyer agrees to accept each Property subject to the Permitted Exceptions. Notwithstanding anything herein to the contrary, in no event or circumstances shall a Title Defect (2except for liens and encumbrances created, granted or assumed pursuant to one or more instruments executed by Seller ("Voluntary Liens")) and mechanic's liens) include any title exception or matter encumbering the expiration Property the cost of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx moneywhich to cure or reduction in value is, when aggregated with any other Title Defect for such Property, less any costs advanced than or committed for Buyerequal to Fifty Thousand and 00/100 Dollars ($50,000.00), unless within five (5) days of Buyer’s notice of such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; provided, however, that should the lien securing any financing which Xxxxx has agreed cost to assume cure the New Title Exceptions (except for Voluntary Liens and mechanic's liens) or reduction in value with respect to a particular Property, in the aggregate ("Aggregate Curative Cost"), be greater than Fifty Thousand and 00/100 Dollars ($50,000.00) then: Buyer may send a written notice setting forth its objections to such exceptions or matters pursuant to the same notice requirements provided in Section 5.1 above and if Seller elects to cure such New Title Exceptions pursuant to Section 5.1 (i) above, Seller shall be obligated to cure only such New Title Exceptions (except for Voluntary Liens and mechanic's liens) such that the resulting Aggregate Curative Cost for the uncured New Title Exceptions objected to by Buyer with respect to a Permitted particular Property will be an amount less than or equal to Fifty Thousand and 00/100 Dollars ($50,000.00). In lieu of curing any New Title Exception, which Seller may elect to eliminate under this Agreement, Seller may (subject to Buyer's reasonable approval other than with respect to mechanics liens) deposit with the Title Insurer such amount of money as may be determined by the Title Insurer as being sufficient to induce the Title Insurer, without the payment of any additional premium by Buyer, to omit such New Title Exception from Buyer's title insurance policy. Except for Notwithstanding the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required obligated, under any circumstances, to incur cure any out-of-pocket expenses exception or liability matter encumbering the Property other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, and Seller shall provide an owner's affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted ExceptionsVoluntary Liens or mechanics liens.

Permitted Exceptions. Buyer Purchaser shall notify (i) confer with the Title Company and Seller of to attempt to agree on which (A) liens, encumbrances or other exceptions to title (the “Title Exceptions”), and (B) encroachments by improvements on adjoining properties onto or over the Land, any objectionable matters in the title report or any supplemental report within the earlier of: (1) twenty (20) days after Mutual Acceptance of this Agreement; or (2) the expiration encroachments of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx moneyImprovements onto or over adjoining properties, less any costs advanced setback lines or committed for Buyer, unless within five easements (5) days of Buyer’s notice of such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary in violation thereof) or other survey defects (the “Survey Defects”), shall constitute “Permitted Exceptions” to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be title to the Real Property (the “Permitted Exceptions”), and (ii) obtain from the Title Company pro forma title insurance policies, including all endorsements thereto and all other insurance provisions required to object to any mortgage or deed of trust liensby Purchaser in such title insurance policies (the “Pro Forma Title Policies”), or enter into a side letter agreement with Seller setting forth which Title Exceptions and Survey Defects shall constitute the statutory lien for real property taxesPermitted Exceptions (the “Title and Survey Side Letter”). If Purchaser shall have notified Seller and the Title Company of all Title Exceptions and Survey Defects to which it objects on or prior to January 5, 2015 (the “Title and Survey Objection Deadline)”, but is not able to obtain Pro Forma Title Policies or Title and Survey Side Letter acceptable to Purchaser, in its sole and absolute discretion, prior to January 15, 2015 (the “Title and Survey Review Deadline”), Purchaser shall have the right to terminate this Agreement, in which case the Xxxxxxx Money shall be refunded to Purchaser, and the same Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. If Purchaser (i) does not notify Seller and the Title Company of all Title Exceptions and Survey Defects to which it objects on or prior to the Title and Survey Objection Deadline or (ii) does not obtain Pro Forma Title Policies or a Title and Survey Side Letter acceptable to Purchaser, in its sole and absolute discretion, prior to the Title and Survey Review Deadline and does not terminate this Agreement pursuant to this Section 5.3(a), Purchaser shall be deemed to have waived all objections to any Title Exceptions disclosed in the Title Commitments and Survey Defects disclosed in the Surveys, in which case such Title Exceptions and Survey Defects shall be deemed to be Permitted Exceptions; provided, however, that the lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, and Seller shall provide an owner's affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions.

Permitted Exceptions. Buyer Attached as EXHIBIT "3" to this Agreement is a copy of a preliminary title report dated as of February 13, 2003 (the "Lot 3 Title Report") covering the Property, issued by Title Guaranty of Hawaii, Inc. Optionee acknowledges that, as provided in and pursuant to the Xxx 0 Xxxxxxxx Xxxxxxxxx, xx has received copies of all recorded documents and maps referenced in the Lot 3 Title Report, other than documents related to the Amfac Mortgages (as defined in Section 9(a)(ii) below). Attached as EXHIBIT "4" to this Agreement is a list of exceptions, reservations, easements, and other items which NB 3 proposes shall notify Seller be recited or referenced in the Deed as permitted encumbrances or exceptions to title and exclusions from NB 3's limited warranty under the Deed. If Optionee disapproves of any objectionable matters items listed in Exhibit "4" or any other exceptions or defects discovered by Optionee through its investigation of the state of the title report or any supplemental report within to the earlier ofProperty, Optionee may, at its discretion, inform NB 3 of such disapproval by delivering written notice (the "Title Notice") thereof to NB 3 no later than sixty calendar days prior to the Expiration Date (and in no event later than ten days prior to Optionee's delivery of the Notice of Exercise). The Title Notice shall specify in detail the disapproved item(s), exception(s) and defect(s) (the "title defect"). Upon receipt of the Title Notice, NB 3 shall, at its option, notify Optionee in writing, delivered to Optionee no later than twenty calendar days prior to the Expiration Date, either: (1i) twenty (20) days after Mutual Acceptance of this Agreementthat NB 3 shall agree to cure or otherwise remove the title defect from title and the Deed prior to the Closing Date; or (2ii) that NB 3 shall not or cannot cure or otherwise remove the expiration of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections (1) Seller agreestitle defect, in writingwhich case, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title reportif Optionee delivers the Notice of Exercise, then the preceding termination, objection and waiver provisions Optionee shall apply to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; providedhave rescinded its disapproval of the title defect. Optionee agrees that NB 3 has no obligation to cure any title defect, except that NB 3 shall discharge from the Property the Amfac Mortgages and any other mortgages, deeds of trust, attachments and monetary liens (excepting, however, that any mortgages and liens affecting the lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exceptiongrantee's interest under the Grant of Lot 4 Access Easement (as defined in Section 10(c)(xx) below)) ("Monetary Liens"). Except for the foregoingMonetary Liens, those provisions not objected to or for which Buyer waived its objections Optionee shall be deemed to have approved all items listed in Exhibit "4" and all other exceptions and defects affecting or encumbering the title to the Property existing as of the date of Optionee's effective exercise of the Option and not expressly and specifically disapproved in the manner provided above in this subsection 6(b). All such approved items are referred to collectively in this Agreement as the “"Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, and Seller shall provide an owner's affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions."

Permitted Exceptions. Buyer Attached as Exhibit "2" to this Agreement is a list of exceptions, encumbrances and other items which shall notify Seller of any objectionable matters in the be exceptions to title report or any supplemental report within the earlier of: (1) twenty (20) days after Mutual Acceptance of this Agreement; or (2) the expiration of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new Real Property conveyed to Buyer (the "Permitted Exceptions"). At the Closing, Seller shall deliver the Property to Buyer free and clear of all Liens (as defined below) except the Permitted Exceptions, and Seller agrees to cure or otherwise remove, at or prior to Closing any mechanics' lien, mortgage, security instrument and/or other monetary lien recorded against Seller's title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed Property (such financial encumbrances to be Permitted Exceptionscured or otherwise removed by Seller are collectively referred to herein as the "Financial Encumbrances"); provided, however, that the lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur cure or otherwise remove any out-of-pocket expenses Lien created or liability suffered by or through Buyer or any instrument securing the Loan. If Seller shall fail to cause any Lien or Financial Encumbrance not permitted hereunder to be removed from the Property, Buyer may cause the same to be removed and may receive a credit towards the Purchase Price and deduct the reasonable cost of any such removal (including attorneys' fees in connection therewith) from the amount to be paid to Seller at the Closing. "Liens" means any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other than payment encumbrance or charge recorded against Seller's title to the Property, any portion thereof or any interest of monetary encumbrances not assumed by Xxxxx and proration Seller therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of real property taxesthe foregoing, the filing of any financing statement, and the filing of mechanic's, materialmen's and other liens and encumbrances. As used in this Agreement, to "cure" or "remove" shall mean that Seller shall provide shall: (i) take such actions as may be necessary to eliminate (of record or otherwise, as appropriate) the claim giving rise to the particular exception or encumbrance, or (ii) cause the Title Company (as defined below) to remove the exception or encumbrance, as applicable, as an exception to title in Buyer's Title Policy (as defined below) or to insure against the same to the reasonable satisfaction of Buyer. (c) [Reserved]. (d) [Reserved]. 3119.001/132866 5 779613.06-LACSR02A - MSW (e) Title Insurance. Buyer may obtain a binding commitment (the "Title Policy Commitment") for the issuance by Title Guaranty of Hawaii, Inc. (the "Title Company") at Closing of an owner's affidavit containing policy (or policies) of title insurance ("Buyer's Title Policy") with respect to the information Real Property, with such extended coverage and reasonable covenants requested by endorsements as Buyer may desire and in such amount as Buyer shall direct but not to exceed the title companyPurchase Price. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions.(f)

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in Subject to the title report or any supplemental report within the earlier of: (1) twenty (20) days after Mutual Acceptance terms and conditions of this Agreement; , Buyer agrees to accept each Property subject to the Permitted Exceptions. Notwithstanding anything herein to the contrary, in no event or circumstances shall a Title Defect (2except for liens and encumbrances created, granted or assumed pursuant to one or more instruments executed by Seller ("Voluntary Liens")) and mechanic's liens) include any title exception or matter encumbering the expiration Property the cost of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx moneywhich to cure or reduction in value is, when aggregated with any other Title Defect for such Property, less than or equal to Fifty Thousand and 00/100 Dollars ($50,000.00), provided however that should the cost to cure the New Title Exceptions (except for Voluntary Liens and mechanic's liens) or reduction in value with respect to a particular Property, in the aggregate ("Aggregate Curative Cost"), be greater than Fifty Thousand and 00/100 Dollars ($50,000.00) then: Buyer may send a written notice setting forth its objections to such exceptions or matters pursuant to the same notice requirements provided in Section 5.1 above and if Seller elects to cure such New Title Exceptions pursuant to Section 5.1 (i) above, Seller shall be obligated to cure only such New Title Exceptions (except for Voluntary Liens and mechanic's liens) such that the resulting Aggregate Curative Cost for the uncured New Title Exceptions objected to by Buyer with respect to a particular Property will be an amount less than or equal to Fifty Thousand and 00/100 Dollars ($50,000.00). In lieu of curing any costs advanced or committed for New Title Exception, which Seller may elect to eliminate under this Agreement, Seller may (subject to Buyer's reasonable approval other than with respect to mechanics liens) deposit with the Title Insurer such amount of money as may be determined by the Title Insurer as being sufficient to induce the Title Insurer, without the payment of any additional premium by Buyer, unless within five (5) days of to omit such New Title Exception from Buyer’s notice of such objections (1) 's title insurance policy. Notwithstanding the foregoing, Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required obligated, under any circumstances, to object to cure any mortgage exception or deed of trust liens, or matter encumbering the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; provided, however, that the lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability Property other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, and Seller shall provide an owner's affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted ExceptionsVoluntary Liens or mechanics liens.

Permitted Exceptions. Buyer 3.1. The Shopping Center shall notify Seller of any objectionable matters in the be sold, and title report or any supplemental report within the earlier ofthereto conveyed, subject to: (1i) twenty [intentionally deleted]; (20ii) days after Mutual Acceptance the leases and occupancy agreements described on EXHIBIT "D" attached hereto and made a part hereof (as amended, modified, renewed or extended as of the date hereof, the "EXISTING LEASES"), all amendments, modifications, renewals and extensions of the Existing Leases approved in writing (or deemed approved) by Purchaser in accordance with the provisions of SECTION 18 of this AgreementAgreement (collectively, the "APPROVED LEASE AMENDMENTS"), and all other leases and occupancy agreements approved in writing (or deemed approved) by Purchaser in accordance with the provisions of SECTION 18 of this Agreement (collectively, the "APPROVED NEW LEASES"; together with the Existing Leases and the Approved Lease Amendments, the "LEASES"), (iii) all Violations (as hereinafter defined), (iv) to the extent assignable, Seller's right, title and interest in and to the service contracts described on EXHIBIT "E" attached hereto and made a part hereof (as amended, modified, renewed or (2) the expiration extended as of the Feasibility Period. This Agreement shall terminate date hereof, the "EXISTING SERVICE CONTRACTS"), all amendments, modifications, renewals and Buyer shall receive a refund extensions of the xxxxxxx moneyExisting Service Contracts approved in writing (or deemed approved) by Purchaser in accordance with the provisions of SECTION 18 of this Agreement (collectively, less the "APPROVED SERVICE CONTRACT AMENDMENTS"), and all other service contracts approved in writing (or deemed approved) by Purchaser in accordance with the provisions of SECTION 18 of this Agreement (collectively, the "APPROVED NEW SERVICE CONTRACTS"; together with the Existing Service Contracts and the Approved Service Contract Amendments, the "SERVICE CONTRACTS"), it being acknowledged that if any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections (1) Seller agrees, in writing, Service Contract is not assignable by its terms and a consent to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does the assignment thereof is not agree to remove. If any new title matters are disclosed in a supplemental title reportobtained by the Closing Date, then the preceding termination, objection and waiver provisions transaction shall apply nevertheless proceed to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; provided, however, that the lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, Closing and Seller shall provide an ownerterminate such Service Contract at Closing at Seller's affidavit containing expense, it being agreed that the information failure to obtain any such consent to assignment shall not constitute a default by any party hereunder, constitute a failure of condition precedent in favor of any party or grant any party hereunder any right or remedy, and reasonable covenants requested by (v) the title company. The title policy shall contain no exceptions other than the General Exclusions and Permitted Title Exceptions common to such form of policy and the Permitted ExceptionsSurvey Conditions (as such terms are hereinafter defined) (the Leases, the Violations, the Service Contracts, the Permitted Title Exceptions and the Permitted Survey Conditions being hereinafter collectively referred to as the "PERMITTED EXCEPTIONS").

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the title report or any supplemental report Title Report (“Objectionable Title Matters”) within the earlier of: ten (1) twenty (2010) days after Mutual Acceptance Buyer’s receipt of this Agreement; the Title Report together with copies of all exception documents. Upon Buyer's receipt of the Title Report and copies of all exception documents, Buyer shall promptly provide (or (2cause the Title Company to provide) to Seller a copy of same. If Buyer fails to so notify Seller of any such Objectionable Title Matters, all exceptions and other matters appearing in the Title Commitment existing at the expiration of the Feasibility PeriodFinancing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). This Agreement If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall terminate and have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer shall receive a refund of the xxxxxxx moneythat Seller refuses to cure any such Objectionable Title Matters, less any costs advanced or committed for Buyerwhich Seller may so do in its sole discretion, unless Seller, within five four (54) days after receipt of Buyer’s notice Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (a) terminate this Agreement prior to the expiration of the Financing Contingency Period, in which event the Nonrefundable Initial Xxxxxxx Money Portion shall be paid to the Seller and the Refundable Initial Xxxxxxx Money Portion shall be returned to Buyer and neither party shall have further rights or obligations pursuant to this Agreement, except as expressly provided herein, or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such objections Objectionable Title Matters and accept that title to the Real Property is subject thereto, in which event there shall be no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or omission of Seller, but excluding any liens for real property taxes not yet due and payable and matters created by Buyer or any of its affiliates and any judgement lien or attachment being contested by Seller in good faith. The Closing may be extended by Seller for a reasonable number of days (not to exceed sixty (60) days) to accommodate Seller’s obligations under this Section 7. The following shall be deemed “Permitted Exceptions”: (i) the exceptions to title existing on the effective date of the Title Commitment and approved by Buyer in writing, or deemed approved by Buyer, as provided in this Section 7; (ii) real property taxes and assessments which are a lien but not yet payable; (iii) any title exceptions caused, consented to or preapproved by Buyer; (iv) all applicable building, zoning and use restrictions and/or regulations of any municipality, township, county or state; and (v) defects that would be shown by an inspection or by a survey of the Real Property. If Buyer does not elect to terminate this Agreement in accordance with the provisions of this Section 7, any Objectionable Title Matters which Seller refuses to cure shall be deemed “Permitted Exceptions”. Notwithstanding the foregoing provisions of this Section 7 or anything to the contrary contained in this Agreement, Seller shall be required to cure and satisfy, on or prior to the Closing Date, all Mandatory Cure Items which shall in no event be deemed Permitted Exceptions. The term “Mandatory Cure Items” shall mean, collectively, (y) all mortgages and deeds of trust against the Property and (z) any mechanic’s, materialman’s or supplier’s liens resulting from work performed at the Property by or on behalf of Seller, but excluding (1) Seller agreesany liens for real property taxes not yet due and payable, in writing, to remove all objectionable provisions or (2) matters created by Buyer notifies Seller that Buyer waives or any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxesits affiliates, and the same shall not be deemed to be Permitted Exceptions; provided, however, that the (3) any judgment lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptionsattachment being contested by Seller in good faith.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, and Seller shall provide an owner's affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions.

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters The exceptions to title disclosed in the Title Commitment, including any standard printed exceptions that the Title Company will not omit, other than (a) those title report exceptions to which Buyer has tendered an objection in a New Buyer Objection which are not subsequently cured or waived and (b) any supplemental report within delinquent taxes or assessments, shall be the earlier of: “Permitted Exceptions” hereunder. Furthermore, (1) twenty (20) days after Mutual Acceptance of this Agreement; or (2A) the expiration of the Feasibility Period. This Agreement matters set forth on Schedule D shall terminate constitute Permitted Exceptions for all purposes hereunder and Buyer shall receive a refund of the xxxxxxx money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2B) Buyer notifies Seller agrees that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required permitted to object deliver a New Buyer Objection to either that certain Easement contained in Deed Book 4201, Page 197 or that certain Right of Way in Deed Book 4900, Page 140. Notwithstanding anything to the contrary contained herein, Seller shall discharge and remove (i) Mandatory Cure Liens and (ii) any mortgage or deed and all Other Liens affecting the Property which secure an obligation to pay money (other than installments of trust liens, or real and personal property taxes and liens for special improvements not delinquent as of the statutory lien for real property taxesClosing), and the same such Mandatory Cure Liens and Other Liens shall not be deemed to be Permitted ExceptionsExceptions (whether or not Buyer expressly objects thereto); provided, however, that the lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required obligated to incur any out-of-pocket expenses expend more than $220,000.00 in connection with the discharge and removal of the Other Liens (unless such Other Liens were caused by a breach of a covenant or liability other than payment representation of monetary encumbrances Seller under this Agreement). In the event the cost to discharge and remove the Other Liens would exceed $220,000.00 (and Seller, prior to Closing, does not assumed by Xxxxx agree to pay the entire cost to so discharge and proration remove such Other Liens), Buyer shall have the right either to (A) waive such Other Liens and proceed to Closing with a credit against the Purchase Price in the amount of real property taxes$220,000.00, in which event such Other Liens shall constitute Permitted Exceptions and Seller shall provide an owner's affidavit containing Buyer with a credit against the information Purchase Price in the amount of $220,000.00, or (B) terminate this Agreement (in addition to exercising any other remedies that Buyer may have under this Agreement if such Other Liens were caused by a breach of a covenant or representation of Seller under this Agreement), in which event, (a) Escrow Agent shall return the Deposit to Buyer, (b) Seller shall be responsible for the charges of Escrow Agent (except as otherwise set forth in the Escrow Agreement), (c) Buyer shall be responsible for the charges of the Title Company, and reasonable covenants requested by the title company. The title policy (d) this Agreement shall contain terminate automatically and be of no exceptions further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision hereof which expressly survives the General Exclusions termination of this Agreement). At or prior to Closing, Seller shall fulfill requirements 6, 14, 15 and Exceptions common to such form 16 set forth in Schedule B – Section I of policy and the Permitted ExceptionsTitle Commitment.

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the Purchaser acknowledges having received a preliminary title report or any supplemental report within dated as of February 14, 2003 (the earlier of: "Lot 4 Title Report") covering the Property, issued by Title Guaranty of Hawaii, Inc. (1) twenty (20) days after Mutual Acceptance the "title company"), a copy of this Agreement; or (2) the expiration of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxesis attached hereto as EXHIBIT "6", and a preliminary title report dated as of February 13, 2003 (the same shall not be deemed to be Permitted Exceptions; provided, however, that the lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively Lot 3 Title Report") covering Lot 3 (as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxesdefined in Section 18 below, and Seller shall provide an owner's affidavit containing being the information and reasonable covenants requested parcel of land within which the Lot 3 Access Easement (as defined in Section 3(e) below) is located), issued by the title company. The title policy shall contain no exceptions , a copy of which is attached hereto as EXHIBIT "22", together with copies of all recorded documents and maps referenced in the Lot 4 Title Report and the Lot 3 Title Report (other than documents related to Seller's Mortgages (as defined in Section 6(a)(ii) below), as delivered by Seller to Intrawest pursuant to the General Exclusions Terminated Agreement. Attached as EXHIBIT "7" to this Agreement is a list of exceptions, reservations, easements, and Exceptions common other items which shall be recited or referenced in the Deed as permitted encumbrances or exceptions to such form of policy title and exclusions from Seller's limited warranty under the Deed. Except for Monetary Liens, Purchaser hereby approves all items listed in Exhibit "7" and all other exceptions and defects affecting or encumbering the title to the Property, the Additional Property and the area to be encumbered by the Lot 3 Access Easement existing as of July 28, 2003. All such approved items are referred to in this Agreement as the "Permitted Exceptions." Prior to Closing, Seller agrees to take the following actions with respect to the Permitted Exceptions (and, to the extent expressly provide herein, the Permitted Exceptions shall be modified accordingly):

Permitted Exceptions. Buyer Attached as Exhibit "2" to this Agreement is a list of exceptions, encumbrances and other items which shall notify Seller of any objectionable matters in the be exceptions to title report or any supplemental report within the earlier of: (1) twenty (20) days after Mutual Acceptance of this Agreement; or (2) the expiration of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new Real Property conveyed to Buyer (the "Permitted Exceptions"). At the Closing, Seller shall deliver the Property to Buyer free and clear of all Liens (as defined below) except the Permitted Exceptions, and Seller agrees to cure or otherwise remove, at or prior to Closing any mechanics' lien, mortgage, security instrument and/or other monetary lien recorded against Seller's title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed Property (such financial encumbrances to be Permitted Exceptionscured or otherwise removed by Seller are collectively referred to herein as the "Financial Encumbrances"); provided, however, that the lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur cure or otherwise remove any out-of-pocket expenses Lien created or liability suffered by or through Buyer or any instrument securing the Loan. If Seller shall fail to cause any Lien or Financial Encumbrance not permitted hereunder to be removed from the Property, Buyer may cause the same to be removed and may receive a credit towards the Purchase Price and deduct the reasonable cost of any such removal (including attorneys' fees in connection therewith) from the amount to be paid to Seller at the Closing. "Liens" means any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other than payment encumbrance or charge recorded against Seller's title to the Property, any portion thereof or any interest of monetary encumbrances not assumed by Xxxxx and proration Seller therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of real property taxesthe foregoing, the filing of any financing statement, and the filing of mechanic's, materialmen's and other liens and encumbrances. As used in this Agreement, to "cure" or "remove" shall mean that Seller shall provide shall: (i) take such actions as may be necessary to eliminate (of record or otherwise, as appropriate) the claim giving rise to the particular exception or encumbrance, or (ii) cause the Title Company (as defined below) to remove the exception or encumbrance, as applicable, as an ownerexception to title in Buyer's affidavit containing Title Policy (as defined below) or to insure against the information and same to the reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form satisfaction of policy and the Permitted ExceptionsBuyer.

Permitted Exceptions. Buyer Subsidiary and Parent shall have reviewed and approved, in their sole discretion, the Permitted Exceptions described in the Disclosure Letter. In the event that any of the Subsidiary's and Parent's Conditions Precedent shall not have been fulfilled to the satisfaction of Subsidiary and Parent, in their sole and absolute discretion or waived in writing by Subsidiary and Parent, Subsidiary or Parent shall notify Seller the Shareholders in writing as to which Condition(s) Precedent has not been fulfilled, which notice shall state with reasonable specificity the reason and basis for such Condition(s) Precedent not having been fulfilled. The Shareholders shall have a period of any objectionable matters in the title report or any supplemental report within the earlier of: three (1) twenty (203) days after Mutual Acceptance following their receipt of this Agreement; or such notice within which to notify Subsidiary and Parent in writing that the Shareholders intend to attempt to cause such Condition(s) Precedent to be fulfilled. In the event the Shareholders provide Subsidiary and Parent with such notice, the Shareholders shall have a period of thirty (2) the expiration of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx money, less any costs advanced or committed for Buyer, unless within five (530) days of Buyer’s notice of within which to attempt to cause such objections (1Condition(s) Seller agrees, in writing, Precedent to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then be fulfilled and the preceding termination, objection and waiver provisions shall apply to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date Closing shall be extended to accommodate such efforts. In the extent necessary event the Shareholders fail to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not provide Subsidiary and Parent with such notice within such three (3) day period or provide such notice within such three (3) day period but fail to cause such Condition(s) Precedent to be required fulfilled to object the satisfaction of the Subsidiary and Parent in their sole and absolute discretion within such thirty (30) day period, Subsidiary and Parent will have the right, in their sole and absolute discretion, and without any liability or obligation to any mortgage Shareholder or deed Com-Net whatsoever, to terminate this Merger Agreement. Subsidiary and Parent will notify each Shareholder in writing of trust liensany Condition(s) Precedent which have not been fulfilled prior to 10:00 a.m. Eastern Time on the Closing Date. If Subsidiary or Parent fails to so notify each Shareholder within such time period, or the statutory lien for real property taxes, then Subsidiary and the same shall not Parent will be deemed to be Permitted Exceptions; provided, however, that the lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to have fulfilled or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxesall Condition(s) Precedent, and Seller shall provide an owner's affidavit containing the information all rights of Subsidiary and reasonable covenants requested by the title company. The title policy shall contain Parent to terminate this Merger Agreement pursuant to this Article VIII will be null and void and of no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptionsfurther force or effect.

Permitted Exceptions. If Buyer shall notify Seller disapproves of any objectionable matters in the title report or any supplemental report within the earlier of: exception as described above, Seller will have three (13) twenty (20) business days after Mutual Acceptance receipt of this Agreement; or (2) the expiration written notice of the Feasibility Perioddisapproved exception(s) to notify Buyer that Seller will attempt to have the disapproved exception(s) removed prior to Closing or insured over or that Seller will not cause the exception to be removed or insured over. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s Seller's failure to deliver such notice of such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not will be deemed to mean that the exception(s) will not be removed or insured over. If Seller elects, or is deemed to have elected, not to have any disapproved exception removed or insured over, Buyer will have three (3) business days from the receipt of Seller's notice either to (i) to have the disapproved exception removed or insured over, or (ii) to waive its disapproval of such exception(s) and agree to purchase the Real Property subject to the disapproved exception(s). Buyer's failure to have the exception removed or insured over or to deliver such notice will be deemed an election of Buyer to terminate this Agreement. All exceptions that Buyer has approved hereunder, either by Buyer's actual approval or actual waiver of a disapproval, will be termed the "Permitted Exceptions; provided". If Seller elects, howeverin its sole discretion, to have a disapproved exception removed or insured over to Buyer's reasonable satisfaction, Seller will be obligated to use diligent, good faith efforts to have that the lien securing any financing which Xxxxx has agreed exception removed or insured over to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxesBuyer's reasonable satisfaction, and if Seller shall provide an ownercannot have the exception removed or insured over to Buyer's affidavit containing the information and reasonable covenants requested satisfaction, by the title company. The title policy shall contain no exceptions other than Closing, Seller will so notify Buyer, and Buyer will have the General Exclusions right either to (a) terminate this Agreement, (b) have the exception removed or insured over to Buyer's reasonable satisfaction, and Exceptions common proceed to such form the Closing, or (c) waive its disapproval of policy that exception and purchase the Permitted ExceptionsReal Property subject to it.

Permitted Exceptions. Buyer shall If Purchaser is not satisfied, in its sole and absolute discretion, with the condition of title, then Purchaser may notify Seller of any objectionable matters of the Title Evidence (each, an “Objection” and, collectively, “Objections”), which Objections must be in writing and must be delivered to Seller on or prior to the title report expiration of the Due Diligence Period. Seller will thereafter, at its election, have the right (but not the obligation) to use commercially reasonable efforts to cause any or all such Objections to be cured on or before Closing (provided that with respect to Existing Liens (as defined below) Seller shall be obligated to take all efforts necessary to cause Existing Liens to be cured). If, Seller elects to use commercially reasonable efforts to cause any supplemental report within or all such Objections to be cured, and after using commercially reasonable efforts to do so, Seller is unable to cure one or more Objections (other than Existing Liens), Seller shall provide written notice (an “Inability to Cure Notice”) to Purchaser no later than ten (10) days after receipt of the earlier of: Objections (the “Response Deadline”). If Seller does not timely provide an Inability to Cure Notice to Purchaser, Seller shall be deemed to have elected to not cure any Objections. If Seller delivers an Inability to Cure Notice to Purchaser or does not timely deliver an Inability to Cure Notice, Purchaser may elect, in its sole and absolute discretion, to (a) terminate this Agreement by providing written notice thereof to Seller on or before the date occurring five (5) days after (1) twenty (20) days after Mutual Acceptance the receipt of this Agreement; an Inability to Cure Notice or (2) the expiration of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx moneyResponse Deadline, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which if Seller does not agree timely deliver an Inability to removeCure Notice, or (b) accept title subject to any Objections for which Seller is unable to cure as identified in an Inability to Cure Notice, other than any Existing Liens. If any new title matters are disclosed All items to which Purchaser does not timely object in a supplemental title reportthe Title Evidence, then the preceding termination, objection and waiver provisions shall apply all items that Purchaser has been deemed to the new title matters except that Xxxxx’s notice of objections must be delivered within five have accepted pursuant to clause (5b) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date prior sentence shall be extended collectively referred to herein as the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed to be “Permitted Exceptions”; provided, however, that in any event none of the lien securing any financing which Xxxxx has agreed to assume following shall be a deemed Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, Exceptions and Seller shall provide an owner's affidavit containing in all cases be obligated to cure: (A) judgments against Seller or any affiliate of Seller, (B) mortgages, trust deeds, or other monetary liens (including, without limitation, any mechanics’, materialmen’s and/or vendors’ liens with respect to the information Property, and reasonable covenants requested any real estate tax liens other than liens for taxes and assessments not delinquent), (C) any matters affecting the Property created on or after the Effective Date that are not otherwise permitted pursuant to the terms of this Agreement, and/or (D) defects, obligations or exceptions of a definite and ascertainable amount that can be satisfied solely by the payment of cash (collectively, “Existing Liens”). If Purchaser does not timely provide Seller with a notice of title companydefects as provided above or does not terminate this Agreement due to Seller’s inability to cure such title defects, Purchaser shall be deemed to have waived all objections and defects to any matters of record title as of the Due Diligence Period Expiration Date, but not to any Existing Liens or new matters that arise thereafter. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions.Section 4.3

Permitted Exceptions. Buyer shall notify Seller Notwithstanding the provisions of any objectionable matters Section 16.3(a), the Receiving Party may disclose the Disclosing Party’s Confidential Information (i) to its employees or outside advisors and financing sources in connection with this Agreement who reasonably need to know this information for the title report purpose of advising or any supplemental report within assisting it in connection with this Agreement (each, a “Representative”), (ii) to a Third Party pursuant to a contractual obligation under a material contract, whereby failure to disclose such Confidential Information will have material adverse effect on the earlier of: Disclosing Party, and (1iii) twenty (20) days after Mutual Acceptance of this Agreement; or (2) the expiration of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended Third Parties to the extent necessary required by Law, and then only pursuant to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these noticesSection 16.5. Buyer shall not be required Prior to object disclosing any Confidential Information to any mortgage Representative pursuant to this Section 16.3(b), the Receiving Party will inform the Representative of the proprietary nature of the Confidential Information and will require the Representative to agree in writing (except in the case of outside legal advisors or deed auditors engaged to prepare the Patheon’s financial statements, who may orally agree) to be bound by the requirements of trust liens, this Article XVI and not to use or disclose the statutory lien Confidential Information of the Disclosing Party except as permitted herein. Each Party agrees to be responsible for real property taxes, and any breach of these confidentiality obligations by its Representatives. It is specifically agreed that (i) XenoPort may disclose Patheon Confidential Information to any XenoPort Affiliate under the same shall not be deemed conditions provided in this Article XVI on a need-to-know basis and (ii) Patheon may disclose XenoPort Confidential Information to be Permitted Exceptionsany Patheon Affiliate under the same conditions provided in this Article XVI on a need-to-know basis. Notwithstanding anything in this Agreement to the contrary, XenoPort may disclose Certificates, investigation reports and other Manufacturing related documents to a Third Party where XenoPort or an Affiliate has a supply obligation to the Third Party; providedby way of example, howeveran authorized generic supply agreement. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, that the lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoingMARKED BY BRACKETS, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted ExceptionsIS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, and Seller shall provide an owner's affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions.

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the title report or any supplemental report within the earlier of: (1) twenty (20a) days (20 days if not completed) after Mutual Acceptance receipt of this Agreementthe preliminary commitment for title insurance; or (2b) the expiration of the Feasibility PeriodContingency Date. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx moneyXxxxxxx Money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections INITIALS: Buyer Date Seller Date Buyer Date Seller Date COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (1CONTINUED) Seller agreesshall give notice, in writing, of its intent to remove all objectionable provisions before Closing. If Seller fails to give timely notice that it will clear all disapproved objections, this Agreement shall automatically terminate and Buyer shall receive a refund of the Xxxxxxx Money, less any costs advanced or (2) committed for Buyer, unless Buyer notifies Seller within three (3) days that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that XxxxxBuyer’s notice of objections must be delivered within five three (53) days of delivery receipt of the supplemental report by Xxxxx and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date Closing Date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; provided, however, that the lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall reasonably cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, and Seller shall provide an owner's affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions.

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the title report or any supplemental report Title Report (“Objectionable Title Matters”) within the earlier of: ten (1) twenty (2010) days after Mutual Acceptance Buyer’s receipt of this Agreement; the Title Report together with copies of all exception documents. Upon Buyer's receipt of the Title Report and copies of all exception documents, Buyer shall promptly provide (or (2cause the Title Company to provide) to Seller a copy of same. If Buyer fails to so notify Seller of any such Objectionable Title Matters, all exceptions and other matters appearing in the Title Commitment existing at the expiration of the Feasibility PeriodFinancing Contingency Period shall be deemed accepted by Buyer and included as Permitted Exceptions (as defined below). This Agreement If Buyer timely notifies Seller in writing of any such Objectionable Title Matters (such writing “Buyer’s Title Notice”), Seller, in Seller’s sole discretion, may, but shall terminate and have no obligation to, remove or cure such Objectionable Title Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer shall receive a refund of the xxxxxxx moneythat Seller refuses to cure any such Objectionable Title Matters, less any costs advanced or committed for Buyerwhich Seller may so do in its sole discretion, unless Seller, within five four (54) days after receipt of Buyer’s notice Title Notice, shall notify Buyer in writing (the “Seller’s Title Notice”) that Seller will either attempt or refuse to cure such Objectionable Title Matters. If Seller’s Title Notice indicates that Seller refuses to cure said Objectionable Title Matters (or if Seller is deemed to refuse to cure said Objectionable Title Matters), Buyer may (a) terminate this Agreement prior to the expiration of such objections (1) Seller agreesthe Financing Contingency Period, in writingwhich event the Nonrefundable Initial Xxxxxxx Money Portion shall be paid to the Seller and the Refundable Initial Xxxxxxx Money Portion shall be returned to Buyer and neither party shall have further rights or obligations pursuant to this Agreement, to remove all objectionable provisions except as expressly provided herein, or (2b) if Buyer notifies Seller fails to so terminate, Buyer shall be deemed to have waived such Objectionable Title Matters and accept that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date Real Property is subject thereto, in which event there shall be extended no reduction in the Purchase Price. Notwithstanding the foregoing, Seller, at its cost, shall be obligated to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage cure or deed remove by Closing all mortgages and deeds of trust against the Real Property any other monetary liens, including mechanics’ liens and materialmen’s liens related to an act or the statutory lien omission of Seller, but excluding any liens for real property taxes, taxes not yet due and the same shall not be deemed to be Permitted Exceptions; provided, however, that the payable and matters created by Buyer or any of its affiliates and any judgement lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” attachment being contested by Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, and Seller shall provide an owner's affidavit containing the information and reasonable covenants requested by the title companyin good faith. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common Closing may be extended by Seller for a reasonable number of days (not to such form of policy and the Permitted Exceptionsexceed sixty (60) days) to accommodate Seller’s obligations under this Section 7.

Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the title report or any supplemental report within the earlier of: (1) twenty (20) days after Mutual Acceptance of this Agreement; or (2) the expiration of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that XxxxxBuyer’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; provided, however, that the lien securing any financing which Xxxxx Buyer has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx Buyer and proration of real property taxes, and Seller shall provide an owner's ’s affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions.

Permitted Exceptions. Buyer As used in this Agreement, the term "Permitted Exceptions" shall notify Seller of any objectionable mean (a) all matters disclosed in the title report or any supplemental report within the earlier of: (1) twenty (20) days after Mutual Acceptance of this Agreement; or (2) the expiration of the Feasibility Period. This Agreement shall terminate Title Documents and Buyer shall receive a refund of the xxxxxxx money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller CBL/OP does not agree raise a Title Objection prior to remove. If the Title Objection Deadline, or, having objected, CBL/OP waives or is deemed to have waived in accordance with the provisions of Section 4.3.2 above; (b) any new title matters are disclosed exceptions first raised by the Title Company in a supplemental title reportany modification, then the preceding terminationupdate, objection and waiver provisions shall apply recertification or amendment to the Title Commitment issued after the Effective Date and to which CBL/OP does not raise an Additional Title Objection within the prescribed time, or, having objected, CBL/OP waives or is deemed to have waived in accordance with the provisions of Section 4.3.3 above; (c) any liens or encumbrances relating to the Closing Date Debt; (d) the Ground Lease; (e) all existing Tenant Leases, all new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery Tenant Leases and amendments, modifications, supplements and extension to any of the supplemental report foregoing which are entered into following the Effective Date and Seller’s response are permitted pursuant to this Agreement, and the rights of Tenants in possession thereunder, as tenants only; (f) the Operating Agreement; (g) any financing statements, chattel mortgages or Buyer’s waiver must be delivered within two other liens and encumbrances relating to financing obtained by Tenants and encumbering only the property of Tenants; (2h) days of Buyer’s notice of objectionsany Survey Exceptions unless objected to by CBL/OP in accordance with Section 4.3.2 above; (i) non-delinquent Real Estate Taxes (including liens for community facilities districts, business improvement districts or local improvement districts) for the fiscal year in which the Closing occurs; (j) all zoning restrictions, regulations and requirements, all building codes and all other applicable laws, ordinances and governmental regulations affecting the Property; and (k) all matters directly or indirectly caused by CBL/OP or arising through CBL/OP. The closing date shall be extended Notwithstanding anything to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time contrary contained in this Agreement, liens and encumbrances for these notices. Buyer the payment of any non-delinquent community facilities district taxes, business improvement district charges and/or any local improvement district levies and special assessments shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, discharged at Closing and the same shall not be deemed an objection to be Permitted Exceptions; provided, however, that title (subject to the lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the “Permitted Exceptions.” Seller shall cooperate with Buyer and the title company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, and Seller shall provide an owner's affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptionscurrent installments thereof as provided in Section 6.2 below).

Permitted Exceptions. Buyer shall notify Seller Attached hereto as Exhibit E is a copy of any objectionable matters a preliminary report of title to the Real Property (the “Preliminary Report”) issued by the Title Company. Except as provided in the next sentence, all matters described in the Preliminary Report and in Section 3.7.5, together with all title report conditions created by Buyer or any supplemental report within resulting from the earlier of: (1) twenty (20) days after Mutual Acceptance acts of this Agreement; Buyer or (2) the expiration of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the xxxxxxx moneyits agents or representatives, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer’s notice of such objections (1) Seller agrees, in writing, to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Xxxxx’s notice of objections must be delivered within five (5) days of delivery of the supplemental report and Seller’s response or Buyer’s waiver must be delivered within two (2) days of Buyer’s notice of objections. The closing date shall be extended to the extent necessary to INITIALS: BUYER DATE: SELLER DATE: BUYER DATE: SELLER DATE: permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; provided, however, that the lien securing any financing which Xxxxx has agreed to assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively herein as the “Permitted Exceptions.” Permitted Exceptions do not include (i) any judgment lien, delinquent taxes, bonds or assessments which result solely from Seller’s actions or omissions; (ii) any deed of trust, and/or any other lien or encumbrance representing monies owed; (iii) any liens, encumbrances, or other claims and interests which have been placed upon or against the Property after the date of the Preliminary Report voluntarily by Seller; (iv) any exception relating to Seller’s authority to enter into and/or perform this Agreement and/or the authority of any person or persons executing this Agreement on behalf of Seller or (v) Exceptions numbered 6, 8 and 9 on the Preliminary Report relating to prior leases at the Property or (vi) Exception number 12 on the Preliminary Report relating to a lien for personal property taxes. Seller shall cooperate with Buyer and cause all of the items described in the preceding sentence, to be eliminated or cured by endorsement (provided that such endorsement includes the agreement of the title company to clear objectionable issue the same coverage to subsequent owners and encumbrances of the Property without charge) at Seller’s expense on or before the Close of Escrow. The removal or elimination of any other title matters but exception reflected in the Preliminary Report shall not be required a matter solely between Buyer and Title Company. Any references to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Xxxxx and proration of real property taxes, bonds and/or assessments shall be subject to, and shall not relieve Seller shall provide an owner's affidavit containing from, Seller’s obligations under this Section and/or Seller’s obligation with respect to the information and reasonable covenants requested by proration of such items at the Close of Escrow as provided in Section 3.12. After the expiration of the Due Diligence Period, except as provided in Section 3.7.5, Buyer has no right to terminate or cancel this Agreement or delay the Closing Date in order to obtain the title companyendorsements or elimination of exceptions that Buyer may desire. The Buyer may elect to obtain an ALTA extended coverage owner’s title policy shall contain no exceptions other than policy, so long as the General Exclusions and Exceptions common to such form of policy and the Permitted ExceptionsClosing is not delayed as a result.