Common use of Title Documents Clause in Contracts

Title Documents. On or before the fifth (5th) business day following the Effective Date, Seller shall deliver to Buyer a preliminary commitment for title insurance issued by Title Company (the “Preliminary Commitment”), along with all documents, whether recorded or unrecorded, referred to in the Preliminary Commitment (“Title Documents”). Buyer shall have until five (5) business days following Buyer’s receipt of the Preliminary Commitment and the Title Documents to give Seller written notice of Buyer’s disapproval of any condition or exception to title affecting the Property (“Buyer’s Title Notice”). If Buyer disapproves of any such matter of title, then, within five (5) business days after Seller’s receipt of Buyer’s Title Notice, Seller shall give Buyer written notice (“Seller’s Title Notice”) of those disapproved title conditions and exceptions, if any, that Seller elects to eliminate from the title policy and as exceptions to title, or otherwise to correct. Seller’s failure to deliver Seller’s Title Notice within such five (5)- business day period shall be deemed Seller’s election not to eliminate from the title policy the title conditions and exceptions noted in Buyer’s Title Notice. If Buyer approves of Seller’s Title Notice, Seller shall eliminate from the title policy, by the Closing Date, those disapproved title conditions and exceptions that Seller has elected to eliminate in Seller’s Title Notice, and any failure to eliminate such exceptions or cure such objections shall constitute a default by Seller giving rise to the rights established pursuant to Section 16 below. If Buyer does not approve of Seller’s Title Notice, this Agreement shall terminate as provided in Section 7. All title exceptions not objected to by Buyer and all title exceptions Seller elects not to eliminate in Seller’s Title Notice shall be “Permitted Exceptions.”

Title Documents. On or before All original manufacturer's invoices, --------------- certificates of origin and all other title documents evidencing Borrowers' ownership of all of their Inventory shall be maintained in safekeeping by Borrowers in a manner reasonably acceptable to Agent, including, without limitation, Borrowers' current practices, unless and until a request is made therefor by Agent upon the fifth (5th) business day following occurrence of a monetary Event of Default which Borrower has not cured in accordance with the Effective Dateapplicable provisions hereof. In such event, Seller within five Business Days of the request by Agent, Borrowers shall deliver to Buyer a preliminary commitment for Agent all original manufacturer's invoices, certificates of origin and all other title insurance issued by Title Company (the “Preliminary Commitment”), along with all documentsdocuments in Borrowers' possession, whether recorded at the time of such request or unrecordedthereafter, referred to Agent, and Agent shall retain or hold all such original documents received by Agent after such request; provided, however, Borrowers may retain or hold all such original documents relating to Inventory covered by liens expressly excluded from the subordination of an Intercreditor Agreement which is in full force and effect at the Preliminary Commitment (“Title Documents”)time of Agent's request under this Section 1.04. Buyer ------------ Thereafter, all original manufacturer's invoices, certificates of origin and all other title documents shall have remain in Agent's possession until five (5) business days following Buyer’s receipt of the Preliminary Commitment Note and the Title Documents to give Seller written notice of Buyer’s disapproval of any condition or exception to title affecting the Property (“Buyer’s Title Notice”). If Buyer disapproves of any such matter of titleObligations are paid and performed in full, then, within five (5) business days after Seller’s receipt of Buyer’s Title Notice, Seller shall give Buyer written notice (“Seller’s Title Notice”) of those disapproved title conditions and exceptionsprovided that, if anythe original title documents have been delivered to Agent as provided for herein and if no Event of Default has occurred and is then existing, that Seller elects to eliminate from upon the title policy and as exceptions to titlesale of an item of Inventory by a Borrower, or otherwise to correct. Seller’s failure to Agent shall promptly deliver Seller’s Title Notice within such five (5)- business day period shall be deemed Seller’s election not to eliminate from the title policy the title conditions and exceptions noted in Buyer’s Title Notice. If Buyer approves of Seller’s Title Notice, Seller shall eliminate from the title policy, by the Closing Date, those disapproved title conditions and exceptions that Seller has elected to eliminate in Seller’s Title Notice, and any failure to eliminate such exceptions or cure such objections shall constitute a default by Seller giving rise to the rights established respective Borrower the original title documents pertaining to the item of Inventory which has been sold; and further provided, that, upon the happening of an Event of Default and during the continuance thereof, Agent may transfer, as applicable, title documents delivered to it pursuant to this Section 16 below. If Buyer does not approve 3.14 in connection with its ------------ sale of Seller’s Title Notice, Inventory which constitute Collateral in accordance with its rights provided for in this Agreement shall terminate as provided in Section 7. All title exceptions not objected to by Buyer and all title exceptions Seller elects not to eliminate in Seller’s Title Notice shall be “Permitted ExceptionsAgreement.”

Title Documents. On or before Purchaser may obtain the fifth following items at its expense, but Purchaser shall receive a credit at closing for any such out of pocket expenses: (5thi) business day following a full land/title abstract covering the Effective Date, Seller shall deliver Premises (minimum 80 year search) together with a current title “date down” dated subsequent to Buyer a preliminary commitment for title insurance issued by Title Company the date of this Agreement (the “Preliminary CommitmentAbstract”), along with (ii) complete tax search for the Premises dated after the date of this Agreement (“Tax Search”), (iii) legible recorded copies of all documentsencumbrances for the Premises (“Recorded Documents”), whether recorded or unrecorded(iv) a survey according to Chautauqua County Bar Association standards for the Premises prepared by a land surveyor licensed in New York State which shall be certified to the Purchaser and then redated within thirty (30) days of the Closing Date (“Survey”) and (v) State and County UCC searches for the Seller and previous owners of the Premises for the five (5) years prior to the date of this Agreement (“UCC Search”) (the Abstract, Tax Search, Recorded Documents, Survey and UCC Searches are collectively referred to in as the Preliminary Commitment (“Title Documents”). Buyer shall have until five (5) business days following Buyer’s receipt of the Preliminary Commitment Purchaser may, in its sole and absolute discretion, disapprove any title exceptions or survey matters set forth on the Title Documents to give and shall notify Seller written notice of Buyer’s disapproval of any condition or exception to such disapproved title affecting the Property exceptions (“Buyer’s Title NoticeDisapproved Encumbrances”). If Buyer disapproves of any such matter of title, then, within five ten (510) business days after receipt of notice of the Disapproved Encumbrances, Seller is unable to cure, cause the removal of, or obtain title insurance (at Seller’s receipt of Buyer’s Title Noticesole cost and expense) against the Disapproved Encumbrances, Seller shall give Buyer written notice then Purchaser will have the option to either (“Seller’s Title Notice”i) of those disapproved title conditions waive the Disapproved Encumbrances and exceptions, if any, that Seller elects proceed to eliminate from the title policy and Closing (as exceptions to titlehereinafter defined), or otherwise (ii) terminate this Agreement by notice to correct. Seller’s failure Seller in which event the Deposit and out of pocket expenses to deliver Seller’s Title Notice within such five (5)- business day period shall third parties will be deemed Seller’s election not to eliminate from the title policy the title conditions and exceptions noted in Buyer’s Title Notice. If Buyer approves of Seller’s Title Notice, Seller shall eliminate from the title policy, by the Closing Date, those disapproved title conditions and exceptions that Seller has elected to eliminate in Seller’s Title Notice, and any failure to eliminate such exceptions or cure such objections shall constitute a default by Seller giving rise immediately refunded to the rights established pursuant to Section 16 below. If Buyer does not approve of Seller’s Title Notice, this Agreement shall terminate as provided in Section 7. All title exceptions not objected to by Buyer and all title exceptions Seller elects not to eliminate in Seller’s Title Notice shall be “Permitted ExceptionsPurchaser.”

Title Documents. On or before the fifth (5th) business day following the Effective Date, Seller shall instruct the Title Company to deliver to Buyer a preliminary commitment for title insurance issued by the Title Company (the “Preliminary Commitment”), along with all documents, whether recorded or unrecorded, referred to in the Preliminary Commitment (“Title Documents”). Buyer shall have until five (5) business days following the later of the Effective Date or Buyer’s receipt of the Preliminary Commitment and the Title Documents to give Seller written notice of Buyer’s disapproval of any condition or exception to title affecting the Property (“Buyer’s Title Notice”). If Buyer disapproves of any such matter of title, then, within five (5) business days after Seller’s receipt of Buyer’s Title Notice, Seller shall give Buyer written notice (“Seller’s Title Notice”) of those disapproved title conditions and exceptions, if any, that Seller elects agrees to eliminate from the title policy and as exceptions to title, or otherwise to correct. Seller’s failure to deliver Seller’s Title Notice within such five (5)- business day 5)-day period shall be deemed Seller’s election not to eliminate from the title policy the title conditions and exceptions noted in Buyer’s Title Notice. If Buyer approves of Seller’s Title Notice, Seller shall eliminate from the title policy, by the Closing Date, those disapproved title conditions and exceptions that Seller has elected to eliminate in Seller’s Title Notice, and any failure to eliminate such exceptions or cure such objections shall constitute a default by Seller giving rise to the rights established pursuant to Section 16 B.16 below. If Buyer does not approve of Seller’s Title Notice, this Agreement shall terminate as provided in Section 7. All title exceptions not objected to by Buyer and all title exceptions Seller elects not to eliminate in Seller’s Title Notice shall be “Permitted Exceptions.”” Notwithstanding anything to the contrary herein, Seller has no obligation to remove any matter of title unless Seller has expressly agreed to do so as provided in this Agreement.

Title Documents. On or before the fifth (5th) business day following the Effective Date, Seller shall deliver to Buyer a preliminary commitment for title insurance issued by Title Company (the “Preliminary Commitment”), along with all documents, whether recorded or unrecorded, referred to in the Preliminary Commitment (“Title Documents”). Buyer NetREIT shall have until the expiration of the Due Diligence Deadline to either approve the exceptions to title and other matters contained in the Title Documents or to deliver written notice to LGI De (the "Title Objection Notice") specifying any title objections or other matters in the Title Documents to which NetREIT objects (collectively, "Title Objections"). NetREIT's failure to timely deliver a Title Objection Notice shall be deemed to be NetREIT's approval of all of the exceptions to title and other matters shown in or disclosed by the Title Documents and any update thereof obtained by NetREIT upon the expiration of the Due Diligence Deadline. NetREIT shall not be entitled to deliver a Title Objection Notice that is subject to any condition other than the issuance of a title endorsement as part of the Title Policy and any title exception or other matter set forth in the Title Documents that is approved subject to any condition other than the issuance of a title endorsement as part of the Title Policy shall be deemed to be a Title Objection which has been objected to by NetREIT. LGI De shall have a period of five (5) business days following Buyer’s Business Days after LGI De's receipt of the Preliminary Commitment Title Objection Notice to elect by written notice to NetREIT (the "Title Response Notice") to either (i) attempt to remove or cure at or prior to the Closing some or all of the Title Objections, or (ii) to advise NetREIT that LGI De is unable or unwilling to remove or cure some or all of the Title Objections. Such election by LGI De shall be at LGI De's sole option and discretion; it being understood LGI De has no obligation to remove or cure any Title Objections (other than as provided in the last sentence of this Section 4.1.1 as to monetary liens created by LGI De). If LGI De fails to timely deliver to NetREIT the Title Response Notice, it shall be conclusively deemed that LGI De has informed NetREIT that LGI De is unable or unwilling to remove or cure any of the Title Objections. If LGI De advises NetREIT in LGI De's Title Response Notice (or is deemed to have advised NetREIT) that LGI De is unable or unwilling to remove or cure some or all of the Title Objections, then NetREIT shall have until the date that is ten (10) Business Days after receipt of the Title Response Notice to either terminate this Agreement or to waive such Title Objections pursuant to an Approval Notice delivered to LGI De in accordance with Section 4.3 below. Notwithstanding anything to the contrary contained in this Agreement, NetREIT's delivery of an Approval Notice to LGI De pursuant to Section 4.3 below shall be deemed to be NetREIT's election to waive all Title Objections with respect to the Title Documents and NetREIT's approval of the Title Documents and all title exceptions and other matters disclosed thereby. If any amendment or supplement to give Seller written notice the Title Report issued after the expiration of Buyer’s disapproval of the Due Diligence Deadline reveals any condition new material defect or exception to title affecting not disclosed by the Property (“Buyer’s Title Notice”). If Buyer disapproves of Documents, NetREIT shall have the same rights to object to such new defect or exception as provided above with respect to the Title Documents; provided, however, NetREIT must deliver any such matter of title, then, Title Objection Notice to LGI De within five (5) business days Business Days after Seller’s NetREIT's receipt of Buyer’s the amendment or supplement to the Title NoticeReport and NetREIT must elect to terminate this Agreement or waive any Title Objections within two (2) Business Days after LGI De advises NetREIT in LGI De's subsequent Title Response Notice (or is deemed to advise NetREIT) that LGI De is unable or unwilling to cure some or all of the Title Objections regarding the amendment or supplement to the Title Report. Except as provided in the immediately following sentence, Seller shall give Buyer written notice (“Seller’s Title Notice”) of those disapproved title conditions and exceptions, if any, that Seller elects to eliminate from the title policy and as exceptions to title, or otherwise to correct. Seller’s LGI De's failure to deliver Seller’s remove or cure at or prior to Closing those specified Title Objections which LGI De has elected to attempt to remove or cure in any Title Response Notice within such five (5)- business day period whether delivered prior to the Due Diligence Deadline or any subsequent Title Response Notice) shall be deemed Seller’s election not to eliminate from the title policy the title conditions and exceptions noted in Buyer’s Title Notice. If Buyer approves be a failure of Seller’s Title Notice, Seller shall eliminate from the title policy, by the Closing DateCondition in Section 4.4.1(b) below, those disapproved title conditions and exceptions that Seller has elected to eliminate in Seller’s which event, unless NetREIT withdraws such Title Notice, and any failure to eliminate such exceptions or cure such objections shall constitute a default by Seller giving rise to the rights established pursuant to Section 16 below. If Buyer does not approve of Seller’s Title NoticeObjection(s) in writing, this Agreement shall terminate as provided in Section 7. All title exceptions not objected to by Buyer terminate, and all title exceptions Seller elects not to eliminate in Seller’s Title Notice the Deposit shall be “Permitted Exceptionsreturned to NetREIT (less one-half (1/2) of any escrow and title cancellation fees and charges, which NetREIT hereby agrees to pay), and the parties shall have no further obligations hereunder except for NetREIT's Surviving Obligations.”

Title Documents. On or before the fifth (5th) business day following the Effective Date, Seller shall deliver to Buyer a preliminary commitment for title insurance issued by Title Company (the “Preliminary Commitment”), along with all documents, whether recorded or unrecorded, referred to in the Preliminary Commitment (“Title Documents”). Buyer shall have until five (5) business days following Buyer’s receipt the expiration of the Preliminary Commitment Due Diligence Deadline to either approve of the exceptions to title and other matters contained in the Title Documents or to deliver written notice to Seller (the "Title Objection Notice") specifying any title objections or other matters in the Title Documents to give which Buyer objects (collectively, "Title Objections"). Buyer's failure to timely deliver a Title Objection Notice shall be deemed to be Buyer's approval of all of the exceptions to title and other matters shown in or disclosed by the Title Documents and any update thereof obtained by Buyer upon the expiration of the Due Diligence Deadline. Buyer shall not be entitled to deliver a Title Objection Notice that is subject to any condition other than the issuance of a title endorsement as part of the Title Policy and any title exception or other matter set forth in the Title Documents that is approved subject to any condition other than the issuance of a title endorsement as part of the Title Policy shall be deemed to be a Title Objection which has been objected to by Buyer. Seller shall have a period of two (2) Business Days after Seller's receipt of the Title Objection Notice to elect by written notice to Buyer (the "Title Response Notice") to either (i) attempt to remove or cure at or prior to the Closing some or all of the Title Objections, or (ii) to advise Buyer that Seller is unable or unwilling to remove or cure some or all of the Title Objections. Such election by Seller shall be at Seller's sole option and discretion; it being understood Seller has no obligation to remove or cure any Title Objections (other than as provided in the last sentence of this Section 4.1.1 as to monetary liens created by Seller). If Seller fails to timely deliver to Buyer the Title Response Notice, it shall be conclusively deemed that Seller has informed Buyer that Seller is unable or unwilling to remove or cure any of the Title Objections. If Seller advises Buyer in Seller's Title Response Notice (or is deemed to have advised Buyer’s disapproval ) that Seller is unable or unwilling to remove or cure some or all of the Title Objections, then Buyer shall have until the date that is two (2) Business Days after receipt of the Title Response Notice to either terminate this Agreement or to waive such Title Objections pursuant to an Approval Notice delivered to Seller in accordance with Section 4.2 below. Notwithstanding anything to the contrary contained in this Agreement, Buyer's delivery of an Approval Notice to Seller pursuant to Section 4.2 below shall be deemed to be Buyer's election to waive all Title Objections with respect to the Title Documents and Buyer's approval of the Title Documents and all title exceptions and other matters disclosed thereby. If any condition amendment or supplement to the Title Report issued after the expiration of the Due Diligence Deadline reveals any new material defect or exception to title affecting not disclosed by the Property (“Buyer’s Title Notice”). If Documents, Buyer disapproves of shall have the same rights to object to such new defect or exception as provided above with respect to the Title Documents; provided, however, Buyer must deliver any such matter of title, then, Title Objection Notice to Seller within five (5) business days Business Days after Seller’s Buyer's receipt of the amendment or supplement to the Title Report and Buyer must elect to terminate this Agreement or waive any Title Objections within two (2) Business Days after Seller advises Buyer in Seller's subsequent Title Response Notice (or is deemed to advise Buyer’s Title Notice, Seller shall give Buyer written notice (“Seller’s Title Notice”) of those disapproved title conditions and exceptions, if any, that Seller elects is unable or unwilling to eliminate from cure some or all of the title policy and Title Objections regarding the amendment or supplement to the Title Report. Except as exceptions to titleprovided in the immediately following sentence, or otherwise to correct. Seller’s 's failure to deliver Seller’s remove or cure at or prior to Closing those specified Title Notice within such five (5)- business day period shall be deemed Seller’s election not to eliminate from the title policy the title conditions and exceptions noted in Buyer’s Title Notice. If Buyer approves of Seller’s Title Notice, Seller shall eliminate from the title policy, by the Closing Date, those disapproved title conditions and exceptions that Objections which Seller has elected to eliminate in Seller’s Title Notice, and any failure attempt to eliminate such exceptions remove or cure such objections shall constitute a default by Seller giving rise in any Title Response Notice (whether delivered prior to the rights established pursuant Due Diligence Deadline or any subsequent Title Response Notice) shall be deemed to be a failure of the Closing Condition in Section 16 4.3.1(b) below. If , in which event, unless Buyer does not approve of Seller’s withdraws such Title NoticeObjection(s) in writing, this Agreement shall terminate as provided in Section 7terminate, and the Deposit shall be returned to Buyer (less one-half (1/2) of any escrow and title cancellation fees and charges, which Buyer hereby agrees to pay), and the parties shall have no further obligations hereunder except for Buyer's Surviving Obligations. All title exceptions Notwithstanding the foregoing, on or prior to Closing, Seller shall remove or cause to be removed any deed of trust or other lien upon the Property securing a liquidated sum of money which Seller has created other than current Property Taxes not objected to yet due and payable and specifically excluding any such liens or matters created or caused by Buyer and all title exceptions Seller elects not to eliminate in Seller’s Title Notice shall be “Permitted Exceptionsor any tenant on the Property.”

Title Documents. On or before the fifth (5th) business day following the Effective Date, Seller shall deliver to Buyer a preliminary commitment for title insurance issued by Title Company (the “Preliminary Commitment”), along with all documents, whether recorded or unrecorded, referred to in the Preliminary Commitment (“Title Documents”). Buyer shall have until five three (53) business days following Buyer’s receipt of the Preliminary Commitment and the Title Documents to give Seller written notice of Buyer’s disapproval of any condition or exception to title affecting the Property (“Buyer’s Title Notice”). If Buyer disapproves of any such matter of title, then, within five (5) business days after Seller’s receipt of Buyer’s Title Notice, Seller shall give Buyer written notice (“Seller’s Title Notice”) of those disapproved title conditions and exceptions, if any, that Seller elects to eliminate from the title policy and as exceptions to title, or otherwise to correct. Seller’s failure to deliver Seller’s Title Notice within such five (5)- business day 5)-day period shall be deemed Seller’s election not to eliminate from the title policy the title conditions and exceptions noted in Buyer’s Title Notice. If Buyer approves of Seller’s Title Notice, Seller shall eliminate from the title policy, by the Closing Date, those disapproved title conditions and exceptions that Seller has elected to eliminate in Seller’s Title Notice, and any failure to eliminate such exceptions or cure such objections shall constitute a default by Seller giving rise to the rights established pursuant to Section 16 below. If Buyer does not approve of Seller’s Title Notice by written notice to Seller given within five (5) days after Seller's Title Notice, this Agreement shall terminate as provided in Section 7. All title exceptions not objected to by Buyer and all title exceptions Seller elects not to eliminate in Seller’s Title Notice shall be “Permitted Exceptions.”

Title Documents. On or before the fifth (5th) business day following the Effective Date, Seller shall deliver to Buyer a preliminary commitment for title insurance issued by Title Company (the “Preliminary Commitment”), along with all documents, whether recorded or unrecorded, referred to in the Preliminary Commitment (“Title Documents”). Buyer shall have until five (5) business days following Buyer’s receipt of the Preliminary Commitment and the Title Documents to give Seller written notice of Buyer’s disapproval of any condition or exception to title affecting the Property (“Buyer’s Title Notice”). If Buyer disapproves of any fails to give Seller a Buyer’s Title Notice within such matter of titlefive (5) day period, then the title to the Property as set forth in the Preliminary Commitments shall be deemed approved by Buyer for all purposes under this Agreement. If Buyer gives Seller a Buyer’s Title Notice, then, within five (5) business days after Seller’s receipt of Buyer’s Title Notice, Seller shall give Buyer written notice (“Seller’s Title Notice”) of those disapproved title conditions and exceptionsexceptions stated in Buyer’s Title Notice, if any, that Seller elects to eliminate from the title policy and as exceptions to title, or otherwise to correct. Seller’s failure to deliver Seller’s Title Notice within such five (5)- business day 5)-day period shall be deemed Seller’s election not to eliminate from the title policy the title conditions and exceptions noted in Buyer’s Title Notice. If Buyer does not approve of Seller’s Title Notice Buyer shall so notify Seller in writing within three (3) days of receipt of Seller’s Title Notice, and if Buyer fails to give Seller such written notice within such three (3) day period, then Seller’s Title Notice shall be deemed approved by Buyer for all purposes under this Agreement. If Buyer approves of Seller’s Title Notice, Seller shall eliminate from the title policy, by the Closing Date, those disapproved title conditions and exceptions that Seller has elected to eliminate in Seller’s Title Notice, and any failure to eliminate such exceptions or cure such objections shall constitute a default by Seller giving rise to the rights established pursuant to Section 16 below. If Buyer does not approve of Seller’s Title Notice, this Agreement shall terminate as provided in Section 7. All title exceptions not objected to by Buyer and all title exceptions Seller elects not to eliminate in Seller’s Title Notice shall be “Permitted Exceptions.”title

Title Documents. On or before the fifth No later than Seven (5th7) business day days following the Effective Date, Seller shall deliver to Buyer a preliminary commitment report of title for title insurance issued by Title Company the Property (the “Preliminary Commitment”), along with all documents, whether recorded or unrecorded, referred to in the Preliminary Commitment (“Title DocumentsReport”). Buyer shall approve or disapprove each title exception, as set forth in the Preliminary Report by written notice to Seller within Twenty (20) calendar days of receiving the Preliminary Report. Buyer’s failure to provide written notice of objection to any exception listed in the Preliminary Report within such time period shall be deemed to be Buyer’s approval of title to the Property. If Buyer objects to any title exception, Seller shall use its best efforts to remove from title or otherwise satisfy each such exception no later than Twenty (20) calendar days after Seller receives Buyer’s notice of disapproval and in a form that is reasonably satisfactory to Buyer. If necessary, Seller shall have until five the Close of Escrow to remove those title exceptions which the Seller agrees to remove. If Seller, after commercially reasonable efforts to remove or have eliminated from title, is unable to remove or satisfy any title exception to the satisfaction of Buyer, Buyer shall have the option, in its sole discretion, to terminate this Agreement, or to accept title subject to such exception. If Buyer elects to terminate this Agreement, the Initial Deposit, and all other funds and documents deposited into escrow by or on behalf of Buyer shall be returned to Buyer, and thereafter neither Seller nor Buyer shall have any further obligations hereunder except as expressly set forth herein. It shall be a condition to the Close of Escrow that Title Company shall deliver to Buyer no later than Five (5) business days following prior to the Close of Escrow, a title commitment for a California Land Title Association (“CLTA”) Standard Coverage Policy (“Title Policy”) (or at Buyer’s election, an American Land Title Association (“ALTA”) Extended Coverage Policy) to be issued by Title Company in the amount of the Purchase Price, for the benefit and protection of Buyer, showing fee simple title to the Property vested in Buyer, subject only to the Permitted Exceptions and the standard preprinted exceptions for the form of policy selected by Buyer, including such endorsements as may reasonably be requested by Buyer, and committing Title Company to issue the Title Policy to Buyer upon the Close of Escrow. If the Buyer elects to obtain an ALTA Extended Coverage Policy, the printed exceptions and exclusions to the Buyer’s Title Policy would be those common to ALTA Extended Coverage Policies other than the “arbitration” provisions which shall be deleted. If the title insurer issues a supplemental or amended preliminary report by reason of an ALTA Survey requested by Buyer, then the Buyer shall have Twenty (20) business days from the Buyer’s receipt of supplemental or amended preliminary report to notify Seller of any objection the Preliminary Commitment and the Title Documents Buyer has to give Seller any new matter(s) shown. Buyer’s failure to provide written notice of objection to any new matter within such time period shall be deemed to be Buyer’s disapproval approval of any condition or exception to title affecting the Property (“Buyer’s Title Notice”)new matter. If Buyer disapproves of objects to any new matter(s), Seller shall use its best efforts to remove from title or otherwise satisfy each such matter of title, then, within five exception no later than Twenty (520) business days after Seller’s receipt of Seller receives Buyer’s Title Noticenotice of disapproval. If necessary, Seller shall give Buyer written notice (“have until the Close of Escrow to remove those title exceptions which the Seller agrees to remove. If Seller’s Title Notice”) of those disapproved title conditions and exceptions, if any, that Seller elects after commercially reasonable efforts to eliminate remove or have eliminated from the title policy and as exceptions to title, is unable to remove or otherwise satisfy any title exception to correct. Seller’s failure the satisfaction of Buyer, Buyer shall have the option, in its sole discretion, to deliver Seller’s Title Notice within terminate this Agreement, or to accept title subject to such five (5)- business day period shall be deemed Seller’s election not to eliminate from the title policy the title conditions and exceptions noted in Buyer’s Title Noticeexception. If Buyer approves of Seller’s Title Noticeelects to terminate DocuSign Envelope ID: 05DD2D90-3F51-43B9-A2A3-98F31EE53779 this Agreement, Seller shall eliminate from the title policy, by the Closing Date, those disapproved title conditions and exceptions that Seller has elected to eliminate in Seller’s Title NoticeInitial Deposit, and any failure to eliminate such exceptions all other funds and documents deposited into escrow by or cure such objections shall constitute a default by Seller giving rise to the rights established pursuant to Section 16 below. If on behalf of Buyer does not approve of Seller’s Title Notice, this Agreement shall terminate as provided in Section 7. All title exceptions not objected to by Buyer and all title exceptions Seller elects not to eliminate in Seller’s Title Notice shall be “Permitted Exceptionsreturned to Buyer, and thereafter neither Seller nor Buyer shall have any further obligations hereunder except as expressly set forth herein.”

Title Documents. On or before the fifth third (5th3rd) business day following the Effective Date, Seller shall instruct the Title Company to deliver to Buyer Buyer, by email transmission or any other commercially reasonable means, a preliminary commitment for title insurance issued by the Title Company (the “Preliminary Commitment”), along with all documents, whether recorded or unrecorded, referred to in the Preliminary Commitment (the “Title Documents”). Buyer shall have until five three (53) business days following Buyer’s receipt of the Preliminary Commitment and the Title Documents to give Seller written notice of Buyer’s disapproval of any condition or exception to title affecting the Property (“Buyer’s Title Notice”). If Buyer timely disapproves of any such matter of title, then, within five three (53) business days after Seller’s receipt of Buyer’s Title Notice, Seller shall give Buyer written notice (“Seller’s Title Notice”) of those disapproved title conditions and exceptions, if any, that Seller elects agrees to eliminate from the title policy and as exceptions to title, title or otherwise to correctcorrect (e.g., by obtaining appropriate endorsements). Seller’s failure to deliver Seller’s Title Notice within such five three (5)- business day 3)-day period shall be deemed Seller’s election delivery to Buyer of a Seller’s Title Notice in which Seller does not agree to eliminate from the title policy or otherwise to correct any of the title conditions and exceptions noted in Buyer’s Title Notice. Within one (1) day after Seller’s delivery or deemed delivery to Buyer of Seller’s Title Notice, Buyer shall give written notice to Seller of Buyer’s approval or disapproval of Seller’s Title Notice (with any failure on the part of Buyer to give such notice to Seller in a timely manner being deemed Buyer’s disapproval of Seller’s Title Notice). If Buyer approves of Seller’s Title Notice, Seller shall eliminate from the title policypolicy or otherwise correct, by the Closing Date, those disapproved title conditions and exceptions that Seller has elected to eliminate in Seller’s Title Notice, and any failure to eliminate such exceptions or cure such objections shall constitute a default by Seller giving rise to the rights established pursuant to Section 16 below. If Buyer does not approve of Seller’s Title Notice, this Agreement shall terminate as provided in Section 7. All title exceptions not objected to by Buyer and all title exceptions Seller elects not to eliminate in Seller’s Title Notice shall be “Permitted Exceptions.”,

Title Documents. On or before Within twenty (20) days after the fifth (5th) business day following the Effective Dateexecution and delivery of this Agreement, Seller Sellers shall deliver to Buyer Purchaser, or to Purchaser's attorney, a preliminary copy of Sellers' existing title policy, tax search and existing survey of the Lakes Property and GWH Property. Purchaser shall satisfy itself that it is covered by the existing title policy. If Purchaser is not so satisfied, it will obtain from the Title Company a commitment for title insurance issued showing that Sellers hold a good and marketable title to the Lakes Property and GWH Property. Purchaser shall, within thirty (30) days of the delivery of the existing policy or the title insurance commitment (whichever is later), deliver to Sellers a written statement of all objections to conditions disclosed by Title Company the survey and to any exceptions set forth in the title insurance commitment obtained by Purchaser (the “Preliminary Commitment”), along with all documents, whether recorded or unrecorded, foregoing survey and title objections being collectively referred to in the Preliminary Commitment (“Title Documents”herein as "Purchaser's Objections"). Buyer shall have until five Purchaser's Objections may include an easement, covenant or other restriction whether of record or not. Sellers shall, within ten (510) business days following Buyer’s receipt of the Preliminary Commitment and delivery of Purchaser's Objections to Sellers' attorneys, give notice to Purchaser's attorney as to whether Sellers will cure all Purchaser's Objections on or prior to the Title Documents Closing, or which of such objections Sellers will refuse to give Seller written notice of Buyer’s disapproval of any condition or exception to title affecting the Property (“Buyer’s Title Notice”)cure. If Buyer disapproves of Sellers' notice indicates that Sellers refuse to cure any such matter of titlePurchaser's Objections, thenthen Purchaser may, within five ten (510) business days after Seller’s receipt of Buyer’s Title Noticethe giving of such notice to Purchaser's attorney, Seller shall give Buyer written elect by notice (“Seller’s Title Notice”) given to Sellers to terminate this Agreement, in which event all rights and liabilities of those disapproved title conditions and exceptions, if any, that Seller elects to eliminate from the title policy and as exceptions to title, or otherwise to correct. Seller’s failure to deliver Seller’s Title Notice within such five (5)- business day period parties by reason of this Agreement shall be deemed Seller’s election not to eliminate from the title policy the title conditions and exceptions noted in Buyer’s Title Noticeat an end. If Buyer approves Purchaser shall not so elect to terminate this Agreement, Purchaser shall be deemed to have waived such Purchaser's Objections which Sellers shall refuse to cure. Sellers shall, at Closing, convey marketable title free and clear of Seller’s Title Notice, all Purchaser's Objections which Seller shall eliminate from the title policy, by the Closing Date, those disapproved title conditions and exceptions that Seller has elected to eliminate agreed in Seller’s Title NoticeSellers' notice Sellers would cure. In addition, and any failure to eliminate such exceptions or cure such objections shall constitute a default by Seller giving rise notwithstanding anything to the rights established pursuant contrary set forth in this Agreement, Sellers shall cure, at or prior to Section 16 below. If Buyer does not approve Closing, any lien, claim, easement, restriction, covenant or other encumbrance arising after the date of Seller’s Title Notice, this Agreement shall terminate as provided in Section 7. All title exceptions not objected Purchaser's delivery of Purchaser's Objections and prior to by Buyer and all title exceptions Seller elects not to eliminate in Seller’s Title Notice shall be “Permitted ExceptionsClosing.”

Title Documents. On or before Buyer will cause, concurrently with the fifth (5th) business day following establishment of Escrow pursuant to Section 4, the Effective Date, Seller shall Title Company to deliver to Buyer a and Seller an updated preliminary commitment for title insurance report (“Preliminary Report”) on the Property issued by the Title Company (Company, setting forth all liens, encumbrances, easements, restrictions, conditions, pending litigation, judgments, administrative proceedings, and other matters of record affecting Seller’s title to the “Preliminary Commitment”)Property, along together with complete and legible copies of all documents, whether recorded or unrecorded, referred documents relating to exceptions listed in the Preliminary Commitment Report (“Title DocumentsExceptions”). Buyer shall have until five approve or disapprove each Title Exception as set forth in the Title Report within twenty (520) business days following the Effective Date. Buyer’s receipt of the Preliminary Commitment and the Title Documents to give Seller written notice of Buyer’s disapproval of any condition or exception to title affecting the Property (“Buyer’s Title Notice”). If Buyer disapproves of any such matter of title, then, within five (5) business days after Seller’s receipt of Buyer’s Title Notice, Seller shall give Buyer written notice (“Seller’s Title Notice”) of those disapproved title conditions and exceptions, if any, that Seller elects to eliminate from the title policy and as exceptions to title, or otherwise to correct. Seller’s failure to deliver Seller’s disapprove any Title Notice Exceptions within such five (5)- business day time period shall be deemed Seller’s election not to eliminate from be an approval of the title policy the title conditions and exceptions noted in Buyer’s Title Notice. If Buyer approves of Seller’s Title NoticeExceptions, Seller which shall eliminate from the title policy, by the Closing Date, those disapproved title conditions and exceptions that Seller has elected to eliminate in Seller’s Title Notice, and any failure to eliminate such exceptions or cure such objections shall thereafter constitute a default by Seller giving rise to the rights established pursuant to Section 16 below. If Buyer does not approve of Seller’s Title Notice, this Agreement shall terminate as provided in Section 7. All title exceptions not objected to by Buyer and all title exceptions Seller elects not to eliminate in Seller’s Title Notice shall be “Permitted Exceptions.” If Buyer objects to any Title Exception within such twenty (20) day period, Seller shall use its best efforts at Seller’s sole expense to remove from title or otherwise satisfy each such exception no later than seven (7) business days prior to the Close of Escrow and in a form that is reasonably satisfactory to Buyer. If Seller fails to remove or satisfy any title exception to the satisfaction of Buyer, Buyer shall have the option, in its sole discretion, to terminate this Agreement, or to accept title subject to such exception. If Buyer elects to terminate this Agreement, all funds and documents deposited into Escrow by or on behalf of Buyer shall be returned to Buyer, and thereafter neither Seller nor Buyer shall have any further obligations hereunder except as expressly set forth herein.‌ It shall be a condition to the Close of Escrow that Title Company shall deliver to Buyer no later than seven (7) business days prior to the Close of Escrow, a title commitment for a CLTA Owner’s Title Insurance Policy (“Title Policy”) (or at Buyer’s election, an ALTA Owner’s Title Insurance Policy) to be issued by Title Company in the amount of $2,980,000 for the benefit and protection of Buyer, showing fee simple title to the Property vested in Buyer, subject only to the Permitted Exceptions, including such endorsements as may reasonably be requested by Buyer, and committing Title Company to issue the Title Policy to Buyer upon the Close of Escrow.

Title Documents. On or before the fifth (5th) business day following the Effective Date, Seller shall deliver to Buyer a preliminary commitment for title insurance issued by Title Company (the “Preliminary Commitment”), along with all documents, whether recorded or unrecorded, referred to in the Preliminary Commitment (“Title Documents”). Buyer shall have until five (5) business days following Buyer’s receipt of the Preliminary Commitment and the Title Documents to give Seller written notice of Buyer’s disapproval of any condition or exception to title affecting the Property (“Buyer’s Title Notice”). If Buyer disapproves of any such matter of title, then, within five (5) business days after Seller’s receipt of Buyer’s Title Notice, Seller shall give Buyer written notice (“Seller’s Title Notice”) of those disapproved title conditions and exceptions, if any, that Seller elects to eliminate from the title policy and as exceptions to title, or otherwise to correct. Seller’s failure to deliver Seller’s Title Notice within such five (5)- business day 5)-day period shall be deemed Seller’s election not to eliminate from the title policy the title conditions and exceptions noted in Buyer’s Title Notice. If Buyer approves of Seller’s Title Notice, Seller shall eliminate from the title policy, by the Closing Date, those disapproved title conditions and exceptions that Seller has elected to eliminate in Seller’s Title Notice, and any failure to eliminate such exceptions or cure such objections shall constitute a default by Seller giving rise to the rights established pursuant to Section 16 below. If Buyer does not approve of Seller’s Title Notice, this Agreement shall terminate as provided in Section 7. All title exceptions not objected to by Buyer and all title exceptions Seller elects not to eliminate in Seller’s Title Notice shall be “Permitted Exceptions.”

Title Documents. On or before the fifth (5th) business day following the Effective Date, Seller shall furnish and deliver to Buyer for examination within twenty (20) days of the date of this Agreement a preliminary commitment for an owner’s policy of title insurance, in an amount equal to the Purchase Price, written by a title insurance issued company licensed by Title Company (the “Preliminary Commitment”)State of Wisconsin, along with all documents, whether recorded or unrecorded, referred showing title as called for by this Agreement. Any objections to the title must be raised by Buyer in the Preliminary Commitment (“Title Documents”). Buyer shall have until five (5) business days following Buyer’s receipt of the Preliminary Commitment and the Title Documents to give Seller written notice of Buyer’s disapproval of any condition or exception to title affecting the Property (“Buyer’s Title Notice”). If Buyer disapproves of any such matter of title, then, writing within five (5) business days from delivery of the title insurance commitment, following which Seller shall have ten (10) days in which to elect in writing whether to cure such objections to Buyer’s reasonable satisfaction. In the event Seller does not elect to cure such objections or affirmatively elects not to cure the same, Buyer shall, within ten (10) days after the earlier of (a) receipt of Seller’s written election not to cure such objections or (b) expiration of the period within which Seller is entitled to make the foregoing election (in either case, the “Seller’s Election Deadline”), have the option, exercisable by written notice to Seller, either to (x) terminate this Agreement, or (y) proceed to closing, taking title to the Property subject to the matters that Seller has elected not to cure. The foregoing election by Buyer must be delivered to Seller within ten (10) days after Seller’s receipt Election Deadline. The cost of Buyer’s Title Notice, Seller shall give Buyer written notice (“Seller’s Title Notice”) of those disapproved title conditions and exceptions, if any, that Seller elects to eliminate from the title insurance commitment and the title insurance policy issued with respect thereto, inclusive of full extended coverage (other than the survey exception), and as inclusive of any endorsements issued with respect to title exceptions to titlethat do not constitute Permitted Liens, or otherwise to correct. Seller’s failure to deliver Seller’s Title Notice within such five (5)- business day period but exclusive of any Buyer-requested endorsements, shall be deemed Seller’s election not to eliminate from split equally between the title policy Seller and Buyer. Any transfer fees payable in connection with the title conditions and exceptions noted in Buyer’s Title Notice. If Buyer approves of Seller’s Title Notice, Seller shall eliminate from the title policy, conveyances contemplated by the Closing Date, those disapproved title conditions and exceptions that Seller has elected to eliminate in Seller’s Title Notice, and any failure to eliminate such exceptions or cure such objections shall constitute a default by Seller giving rise to the rights established pursuant to Section 16 below. If Buyer does not approve of Seller’s Title Notice, this Agreement shall terminate as provided in Section 7. All title exceptions not objected to by Buyer be split equally between the Seller and all title exceptions Seller elects not to eliminate in Seller’s Title Notice shall be “Permitted ExceptionsBuyer.”

Title Documents. On or before the fifth (5th) business day following the Effective DateBuyer shall, Seller shall deliver to Buyer a preliminary commitment for at Buyer’s expense, obtain such title insurance issued by Title Company documents (the “Preliminary Commitment”), along with all documents, whether recorded or unrecorded, referred to in the Preliminary Commitment (“Title Documents”). ) deemed necessary by Buyer shall have until five (5) business days following Buyer’s receipt to determine the condition of title of the Preliminary Commitment Property, which documents may include an abstract of title, owner’s policy of title insurance, and the survey. The Title Documents shall show that Seller holds a good and marketable title in fee simple to give Seller written notice of Buyer’s disapproval of any condition or exception the Property, subject only to title affecting the Property Permitted Exceptions (“Buyer’s Title Notice”as defined below). If Buyer disapproves reasonably determines that the Property is unmarketable, Buyer shall be entitled, at Buyer’s option, and in Buyer’s sole discretion, to (i) proceed with the purchase of the Property, subject to those conditions which render title unmarketable or (ii) terminate this Agreement by notice to Seller, in which event the Deposit shall be immediately returned to the Buyer, this Agreement shall be null and void and neither party shall have any such matter of titlefurther rights, thenduties or obligations hereunder. Notwithstanding the foregoing, Buyer shall within five (5) business days after receipt of the title report notify Seller’s receipt counsel of Buyer’s Title Notice, Seller shall give Buyer written notice (“objections to title by delivering a copy of such title report to Seller’s attorney. Title Noticematters to which Buyer may object hereunder are hereinafter called “Title Defects”, except that Title Defects shall not include, and Buyer shall not be entitled to object to: (a) of those disapproved matters described on Exhibit B annexed hereto; (b) title defects approved by Buyer in writing or the objection to which has been waived by Buyer in writing or waived by failure to timely notify Seller as required herein,; (c) the preprinted exclusions from coverage and conditions and exceptions, if any, that Seller elects to eliminate from stipulations contained in the title policy policy; and (d) the state of facts shown on the survey to which Buyer does not object as exceptions to titleherein provided, and such additional state of facts an update of the survey or otherwise to correcta new survey would show provided such additional state of facts does not render title unmarketable (collectively, the “Permitted Exceptions”). SellerBuyer’s failure to deliver Seller’s object to a Title Notice Defect within such five (5)- business day period the time limitation agreed upon above for objection to that particular Title Defect shall be deemed Seller’s election not to eliminate from the title policy the title conditions and exceptions noted in be Buyer’s agreement to purchase the Property subject to that Title Notice. If Buyer approves of Seller’s Title Notice, Seller shall eliminate from the title policy, by the Closing Date, those disapproved title conditions and exceptions that Seller has elected to eliminate in Seller’s Title Notice, and any failure to eliminate such exceptions or cure such objections shall constitute a default by Seller giving rise to the rights established pursuant to Section 16 below. If Buyer does not approve of Seller’s Title Notice, this Agreement shall terminate as provided in Section 7. All title exceptions not objected to by Buyer and all title exceptions Seller elects not to eliminate in Seller’s Title Notice shall be “Permitted ExceptionsDefect.”

Title Documents. On or before the fifth (5th) business day following the Effective Date, Seller shall deliver to Buyer Purchaser has obtained a preliminary standard form commitment for title insurance issued by Title Company (the “Preliminary Title Commitment”)) for the Property in an amount equal to the Purchase Price from Title Insurer for an owner’s title insurance policy (the “Title Policy”) on a standard ALTA Owner’s Policy Form with the standard pre-printed exceptions (collectively, along the “Standard Exceptions”) deleted, together with copies of all documentsinstruments identified as exceptions therein (together with the Title Commitment, whether recorded or unrecordedcollectively, referred to in the Preliminary Commitment (“Title Documents”). Buyer shall have until five (5) business days following Buyer’s receipt of the Preliminary Commitment and the Title Documents to give Seller written notice of Buyer’s disapproval of any condition or exception to title affecting the Property (“Buyer’s Title Notice”). If Buyer disapproves of any such matter of title, then, within five (5) business days after Seller’s receipt of Buyer’s Title NoticeAt Closing, Seller shall give Buyer written notice be responsible for payment of the basic premium for the Title Policy, the cost to remove the Standard Exceptions (“Seller’s Title Notice”extended coverage) and the cost of those disapproved title conditions and exceptionsany endorsements which Seller has expressly agreed, if anyin writing, that Seller elects to eliminate from the title policy and as exceptions to title, or otherwise to correctprovide. Seller’s failure to deliver Seller’s Title Notice within such five (5)- business day period Purchaser shall be deemed Seller’s election not solely responsible for payment of all other costs relating to eliminate from procurement of the title policy Title Commitment, the title conditions and exceptions noted in Buyer’s Title Notice. If Buyer approves of Seller’s Title Notice, Seller shall eliminate from the title policy, by the Closing Date, those disapproved title conditions and exceptions that Seller has elected to eliminate in Seller’s Title NoticePolicy, and any failure to eliminate such exceptions or cure such objections endorsements requested by Purchaser. At Closing, the Property shall constitute a default by Seller giving rise to the rights established pursuant to Section 16 below. If Buyer does not approve be conveyed free and clear of Seller’s all Voluntary Title Notice, this Agreement shall terminate as provided in Section 7. All title exceptions not objected to by Buyer Exceptions and all title exceptions Seller elects not leases and tenancies, except the Master Lease (as hereinafter defined) and the Existing Leases. “Voluntary Title Exception” means the lien of any, mortgage, deed of trust or similar security instrument encumbering the Property or any mechanic’s or materialman’s liens that is created by, under or through Seller. “Existing Leases” means the Lease Agreement dated as of April 30, 2015, between Seller, as landlord, and Natural Habitat, Inc., as tenant, as amended; the Lease Agreement dated as of April 16, 2018, between Seller, as landlord, and Rocky Mountain Natural Labs LLC, as tenant, as amended; the Lease Agreement dated as of April 1, 2019, between Seller, as landlord, and Gaia International Inc., as tenant, as amended; and the Lease Agreement dated as of January 1, 2015, between Seller, as landlord, and Fit For Life NA LLC, as successor by assignment to eliminate in Seller’s Title Notice shall be “Permitted ExceptionsGaiam Americas, Inc., as tenant, as amended.”

Title Documents. On Seller has delivered or before the fifth (5th) business day following the Effective Date, Seller shall deliver made available to Buyer (i) a preliminary commitment title report for title insurance the Property dated April 30, 2010, issued by Title Company (the “Preliminary CommitmentTitle Report”), along with all documents, whether recorded or unrecorded, referred to in the Preliminary Commitment Title Report (“Title Documents”) and (ii) an ALTA survey of the Property dated December 14, 2004 (the “Survey”). Buyer shall have until five (5) business days following Buyer’s receipt the expiration of the Preliminary Commitment and the Title Documents Contingency Period to give Seller written notice of Buyer’s disapproval of any condition or exception to title affecting disclosed by the Title Documents or any other condition of the Property disclosed by the Survey (“Buyer’s Title Notice”). If Buyer disapproves of any such matter of titletitle or condition of the Property, then, within five (5) business days after Seller’s receipt of Buyer’s Title Notice, Seller shall give Buyer written notice (“Seller’s Title Notice”) of those disapproved title conditions conditions, exceptions and exceptionsother conditions, if any, that Seller elects to eliminate from the title policy and as exceptions to title, or otherwise to correct. Seller’s failure to deliver Seller’s Title Notice within such five (5)- business 5) day period shall be deemed Seller’s election not to eliminate from the title policy the title any conditions and exceptions noted in Buyer’s Title Notice. Upon delivery of Seller’s Title Notice, or failure of such delivery to Buyer, Buyer shall have three (3) business days within which to approve or disapprove same. If Buyer approves of Seller’s Title Notice, then Seller shall eliminate from the title policy, by the Closing Date, those disapproved title conditions and exceptions that Seller has elected to eliminate in Seller’s Title Notice, ; and any failure to eliminate such exceptions or cure such objections shall constitute a default by Seller giving rise to the rights established pursuant to Section 16 below. Any cure of a Buyer title objection which Seller proposes to effectuate by an endorsement to the Title Policy (below defined) shall be subject to Buyer’s approval, not to be withheld unreasonably (any such approved endorsement is a “Seller Endorsement”). If Buyer does not approve of Seller’s Title Notice, then Buyer, in its sole discretion, may elect to terminate this Agreement, in which event the Xxxxxxx Money shall be refunded immediately to Buyer and this Agreement shall terminate be of no further force or effect, except as expressly provided in Section 7otherwise herein. All title exceptions not objected to by Buyer and all title exceptions Seller elects not to eliminate in Seller’s Title Notice shall be be, subject to Buyer’s foregoing termination right, “Permitted Exceptions.”