Common use of Title to the Property Clause in Contracts

Title to the Property. (a) At Closing, Seller shall deliver to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with transfer tax paid at Seller’s expense, conveying to Buyer good, indefeasible, fee simple, marketable and insurable title to the Property, said title to be insurable both as to fee and marketability at regular rates by the Title Company, subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by ▇▇▇▇▇ (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period (collectively the “Permitted Exceptions”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall (i) provide full coverage against mechanics’ or materialmen’s liens, have full survey coverage; (ii) not take exception for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes which are not yet due and payable as of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentence. (b) The Property shall be conveyed by Seller to Buyer free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other matters affecting title except for the Permitted Exceptions (all of which, although permitted as exceptions to title if Closing occurs, shall be subject to the approval of Buyer, in its sole discretion, during the Due Diligence Period). (c) If in the opinion of Buyer or ▇▇▇▇▇’s counsel, the Buyer’s title commitment or the Survey reveals anything that adversely affects the Property, or if Seller’s title to the Property fails to meet the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written notice to Seller prior to the expiration of the Due Diligence Period, either terminate this Agreement (as a Permitted Termination) or specify the title or survey defect(s). If ▇▇▇▇▇ specifies any such defect, ▇▇▇▇▇▇ agrees to notify ▇▇▇▇▇ in writing within five (5) business days after ▇▇▇▇▇’s notice of defect as to whether Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have the option (i) of taking title to the Property “as is” and consummating the Closing of the Property, (ii) of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating this Agreement at any time on or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, which shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at Closing.

Title to the Property. (a) At As a condition to the Closing, Seller Lawyers Title Insurance Corporation, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Title Officer: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Telephone (▇▇▇) ▇▇▇-▇▇▇▇, Telecopier (▇▇▇) ▇▇▇-▇▇▇▇ (the “Title Company”) shall deliver have committed to Buyer a special warranty deed insure Purchaser as the fee owner of the Property in the amount of the Purchase Price by issuance of an ALTA owner’s title insurance policy (the “Owner’s Policy”) and in the standard form issued by the Title Company in the State of New Jersey, subject only to the Permitted Exceptions (as hereinafter defined). (b) Purchaser shall order, at its sole cost and content reasonably satisfactory to Buyer’s counsel with transfer tax paid at Seller’s expense, conveying within five (5) days following the date hereof, (i) a commitment for an owner’s fee title insurance policy or policies with respect to Buyer goodthe Property (the “Title Commitment”) from the Title Company and (ii) a survey of the Property prepared by a surveyor registered in the State of New Jersey, indefeasiblecertified by said surveyor to Purchaser and Seller as having been prepared in accordance with the minimum detail requirements of the ALTA land survey requirements (the “Survey”), fee simpleand shall cause the Title Commitment, marketable together with true, legible and insurable complete copies of all instruments giving rise to any defects or exceptions to title to the Property, said and the Survey to be delivered to Seller’s attorneys concurrently with the delivery thereof to Purchaser or Purchaser’s attorneys. Attached hereto as Exhibit E is a notice (the “Title Objection Notice”) identifying those exceptions(s) to title to be insurable both as to fee and marketability at regular rates by the Property appearing in the Title Company, subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by ▇▇▇▇▇ (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period (collectively the “Permitted Exceptions”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall (i) provide full coverage against mechanics’ or materialmen’s liens, have full survey coverage; (ii) not take exception for parties in possession Commitment other than Buyer; (iii) not take exception for any taxes or liens other than future taxes which are not yet due and payable as of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentence. (b) The Property shall be conveyed by Seller to Buyer free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other matters affecting title except for the Permitted Exceptions (all such exception(s) being herein called, collectively, the “Unpermitted Exceptions”), subject to which Purchaser is unwilling to accept title, including (y) those matters reflected on the Survey that Purchaser has disapproved of, and (z) zoning matters that were only ascertainable upon delivery of whichthe Survey. Seller, although permitted as exceptions in its sole and absolute discretion, may undertake to title if Closing occurs, shall be eliminate the same subject to the approval terms and conditions of Buyerthis Section 4.1. Purchaser hereby waives any right Purchaser may have to advance, as objections to title or as grounds for Purchaser’s refusal to close this transaction, any exception to title, survey or zoning matters which are not identified in the Title Objection Notice unless (i) with respect to title exceptions only (as opposed to survey or zoning matters), such exception was first raised by the Title Company subsequent to the date of the Title Commitment, and (ii) Purchaser shall notify Seller of the same within five (5) days following the date the exception is first identified by the Title Company (failure to so notify Seller shall be deemed to be a waiver by Purchaser of its right to raise such Unpermitted Exception as an objection to title or as a ground for Purchaser’s refusal to close the transaction contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, during shall have the Due Diligence right to adjourn the Closing for a period not to exceed thirty (30) days in the aggregate (such period of time being herein called the “Extension Period”), provided that Seller shall notify Purchaser, in writing, within ten (10) days after receipt by Seller of the Title Objection Notice, whether or not it will endeavor to eliminate such Unpermitted Exceptions. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Seller shall not under any circumstance be required or obligated to cause the cure or removal of any Unpermitted Exception including, without limitation, to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception or to arrange for title insurance insuring against enforcement of such Unpermitted Exception against, or collection of the same out of, the Property, notwithstanding that Seller may have attempted to do so, or may have adjourned the Scheduled Closing Date for such purpose; provided, however, Seller shall (x) satisfy any mortgage or deed of trust placed on the Property by Seller or expressly assumed by Seller, and (y) use commercially reasonable efforts to cause the removal (by bonding or otherwise) of other monetary liens encumbering the Property which are of an ascertainable amount and do not exceed Fifty Thousand Dollars ($50,000) in the aggregate and are not the responsibility of any tenant of the Property. (c) If In the event that Seller is unable, or elects not, to eliminate all Unpermitted Exceptions in accordance with the provisions of this Section 4.1.1, or to arrange for title insurance, without special premium to Purchaser, insuring against enforcement of such Unpermitted Exceptions against, or collection of the same out of, the Property, and to convey title to the Property in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 4.1.1(b)), Seller shall notify Purchaser that it elects not to remove the same, in which event Purchaser shall have the right, as its sole remedy for such election of Seller, by delivery of written notice to Seller within three (3) Business Days following receipt of notice from Seller of its election not to remove such Unpermitted Exceptions, to either (i) terminate this Agreement by written notice delivered to Seller (in which event the Deposit shall be returned to Purchaser and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement; provided, however, that if Seller has notified Purchaser as and in the opinion manner provided by Section 3.1 of Buyer this Agreement, Escrowee shall release the Deposit to Purchaser, less the Pre-Closing Breach Amount, which Pre-Closing Breach Amount shall be held by Escrowee until the same is to be released as and in the manner provided by Section 3.1 of this Agreement), or ▇▇▇▇▇’s counsel(ii) accept title to the Property subject to such Unpermitted Exception(s) without a reduction in, abatement of, or credit against, the BuyerPurchase Price. The failure of Purchaser to deliver timely any written notice of election under this Section 4.1.1(c) shall be conclusively deemed to be an election under clause (ii) above. (d) If, on the Closing Date, there are any liens or encumbrances that Seller is obligated to discharge under this Agreement, Seller shall have the right (but not the obligation), as to liens and/or encumbrances of an ascertainable amount not to exceed $250,000 in the aggregate, to either (i) arrange, at Seller’s cost and expense, for affirmative title commitment insurance or special endorsements reasonably acceptable to Purchaser insuring against enforcement of such liens or encumbrances against, or collection of the Survey reveals anything that adversely affects same out of, the Property, or if Seller’s title to the Property fails to meet the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written notice to Seller prior to the expiration of the Due Diligence Period, either terminate this Agreement (as a Permitted Termination) or specify the title or survey defect(s). If ▇▇▇▇▇ specifies any such defect, ▇▇▇▇▇▇ agrees to notify ▇▇▇▇▇ in writing within five (5) business days after ▇▇▇▇▇’s notice of defect as to whether Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have the option (i) of taking title to the Property “as is” and consummating the Closing of the Property, (ii) use any portion of extending the Closing for a reasonable period of time Purchase Price to enable Seller to cure such deficiency if Seller is attempting to cure pay and discharge the same, (iii) either by way of terminating this Agreement at any time on payment or prior by alternative manner reasonably satisfactory to the last date for Closing specified in this AgreementTitle Company, by written notice thereof and the same shall not be deemed to Seller, which shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at ClosingUnpermitted Exceptions.

Title to the Property. (a) At Closing, Seller shall deliver convey to Buyer a special warranty deed in form Purchaser by bargain and content reasonably satisfactory to Buyersale deed, with covenants against grantor’s counsel with transfer tax paid at Seller’s expense, conveying to Buyer good, indefeasibleacts (the “Deed”), fee simple, marketable and insurable simple title to the Property, said title to be insurable both as to fee and marketability at regular rates by a title insurance company licensed to do business in the Title CompanyState of New Jersey, subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by ▇▇▇▇▇ (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period following liens, easements, restrictions, conditions or other encumbrances (collectively hereinafter referred to as the “Permitted ExceptionsEncumbrances”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall ): (ia) provide full coverage against mechanics’ or materialmen’s Such liens, have full survey coverage; easements, restrictions, conditions or other encumbrances as are listed in Exhibit C attached hereto and incorporated herein by this reference; (iib) not take exception General real estate taxes for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes the year of Closing which are not yet due and payable as payable; (c) Liens for municipal betterments which are assessed after the Effective Date and due after Closing; (d) Zoning regulations and municipal building restrictions, and all other laws, ordinances, regulations and restrictions of any duly constituted public authority enacted prior to the Closing Date provided the current use of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentence.Property complies with same; (be) The Such state of facts as an accurate survey or a physical inspection of the Property shall be conveyed may disclose provided such facts do not render title unmarketable; (f) Other covenants, easements and restrictions which do not materially and adversely affect the use of the Property as permitted by Seller zoning and related ordinances and laws on the date hereof, as well as grants to Buyer free utility and/or power companies, the rights of the public in sidewalks and clear of all liens, encumbrances, claims, abutting public rights-of-way, easements, leases, restrictions, restrictive covenants and other matters affecting title except for the Permitted Exceptions (all of which, although permitted as exceptions to title if Closing occurs, shall be subject easements given to the approval of Buyerpublic for water course maintenance, in its sole discretion, during the Due Diligence Period).slope rights or sight rights; (cg) If Standard exceptions set forth in the opinion form of Buyer or ▇▇▇▇▇’s counsel, title insurance policy of the Buyer’s title commitment or the Survey reveals anything insurance company selected by Purchaser; and (h) Any other matter which would constitute a Title Objection (as defined in Section 3.2) that adversely affects the PropertyPurchaser waives, or if Seller’s title is deemed to have waived, pursuant to the Property fails to meet the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written notice to Seller prior to the expiration of the Due Diligence Period, either terminate this Agreement (as a Permitted Termination) or specify the title or survey defect(s). If ▇▇▇▇▇ specifies any such defect, ▇▇▇▇▇▇ agrees to notify ▇▇▇▇▇ in writing within five (5) business days after ▇▇▇▇▇’s notice of defect as to whether Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have the option (i) of taking title to the Property “as is” and consummating the Closing of the Property, (ii) of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating this Agreement at any time on or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, which shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at Closingfollowing subsections.

Title to the Property. (a) At Closing, Seller shall deliver to Buyer a special warranty deed in form Good and content reasonably satisfactory to Buyer’s counsel with transfer tax paid at Seller’s expense, conveying to Buyer good, indefeasible, marketable fee simple, marketable and insurable simple record title to the Property, said title to be insurable both as to fee Land and marketability at regular rates by the Title Company, subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by ▇▇▇▇▇ (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period (collectively the “Permitted Exceptions”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall (i) provide full coverage against mechanics’ or materialmen’s liens, have full survey coverage; (ii) not take exception for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes which are not yet due and payable as of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentence. (b) The Property Improvements shall be conveyed by Seller to Buyer Purchaser by Grant Deed, free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other encumbrances whatsoever, excepting only the matters affecting set forth on Exhibit "C" attached hereto (hereinafter referred to as the "Permitted Exceptions"). (a) Purchaser has obtained from United Title Company (herein referred to as "Title Company") its commitment (hereinafter referred to as the "Title Commitment") to issue to Purchaser upon the recording of the Grant Deed conveying title to the Land and Improvements from Seller to Purchaser, the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, an ALTA owner's policy of title insurance, in the amount of the Purchase Price, insuring good and marketable fee simple record title to the Land and Improvements to be in Purchaser without exception (including any standard exception) except for the Permitted Exceptions Exceptions, which contains the following endorsements to the extent the same are available in the State of California: comprehensive, zoning, covenants and restrictions, creditor's rights, survey, and access (all of whichprovided, although permitted as exceptions to title if Closing occurs, however that Purchaser shall be subject solely responsible for the portion of the premium charged by the Title Company in order to upgrade the title policy from a CLTA policy to an ALTA policy and the cost of any premiums charged by Title Company in connection with any and all such endorsements). The title policy issued pursuant to the approval Title Commitment shall not contain any exception for mechanic's or materialmen's liens or any exception for unpaid taxes other than an exception for taxes for 2004 and subsequent years not yet due or payable. The title policy issued pursuant to the Title Commitment shall not contain any exception for rights of Buyerparties in possession other than an exception for the rights of the Tenants (as hereinafter defined), as tenants only, under the Leases. The title policy issued pursuant to the Title Commitment shall not contain an exception for the state of facts which would be disclosed by a survey of the Property or an "area and boundaries" exception, and in its sole discretionlieu thereof, during the Due Diligence PeriodTitle Commitment shall contain an exception only for the matters shown on the current as-built survey to be provided by Seller to Purchaser in accordance with Paragraph 9(g) hereof. The title policy issued pursuant to the Title Commitment shall also contain such other special endorsements as Purchaser shall reasonably require (the "Endorsements"). Purchaser has delivered to Seller a true and complete copy of the Title Commitment. (cb) If in Purchaser has also received Seller's most recent survey of the opinion of Buyer or ▇▇▇▇▇’s counselProperty prepared by Dubron & Associates, dated September 24, 1999, last revised August 7, 2000, which shows that the Buyer’s title commitment or the Survey reveals anything that adversely affects the PropertyProperty contains 893 parking spaces. From time to time, or if Seller’s title Purchaser may request an update to the Property fails to meet effective date of such Title Commitment or may update the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written date of the survey and give notice to Seller prior of all defects or objections appearing subsequent to the expiration effective date of the Due Diligence Period, either terminate this Agreement Title Commitment (as a Permitted Terminationor previous update thereof) or specify survey, as the title or survey defect(scase may be (including any reduction of parking spaces). If Seller agrees to cause the satisfaction and release of the monetary encumbrances on the Property in favor of Fremont Investment and Loan and South ▇▇▇▇▇ specifies any such defect, ▇▇▇▇▇▇ Investment Corporation. All matters disclosed by an updated Title Commitment and/or survey and not objected to by Purchaser within five (5) days after receipt of such updates shall be deemed to be additional "Permitted Exceptions"; provided, however, encumbrances created by Seller in violation of this Agreement, taxes due and payable prior to Closing, and any mortgages, deeds of trust, mechanic's or materialmen's liens and other such monetary encumbrances shall in no event be deemed to be Permitted Exceptions. Seller shall have five (5) days after receipt of such notice of title defects or objections from Purchaser to advise Purchaser in writing which of such title defects or objections Seller does not intend to satisfy or cure; provided, however, Seller hereby agrees that Seller shall satisfy or cure prior to notify Closing any such defects or objections consisting of encumbrances created by Seller in violation of this Agreement, any taxes due and payable prior to Closing, and any mortgages, deeds of trust, mechanic's or materialmen's liens and other such monetary encumbrances. In the event Seller fails to give such written advice to Purchaser within such five (5) day period, Seller shall be deemed to have agreed to satisfy or cure all such defects or objections set forth in Purchaser's notice. If Seller shall advise Purchaser in writing that Seller does not intend to satisfy or cure any specific encumbrances which Seller is not obligated to satisfy or cure under the second preceding sentence, Purchaser may elect either (a) to terminate this Agreement by written notice to Seller, in which event the ▇▇▇▇▇▇▇ Money shall be immediately refunded to Purchaser and this Agreement shall be of no further force or effect and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder, except for the obligations hereunder which expressly survive termination, or (b) to accept title subject to such specific encumbrances, in writing within five which case such specific encumbrances shall become additional "Permitted Exceptions". Seller shall have until Closing to satisfy or cure all such defects and objections which Seller agreed (5or is deemed to have agreed) business days after to satisfy or cure as provided above. In the event Seller fails or refuses to cure any defects and objections which are required herein to be satisfied or cured by Seller prior to the Closing, then (i) Purchaser may terminate this Agreement by written notice to Seller, in which event the ▇▇▇▇▇’s notice ▇▇ Money shall be immediately refunded to Purchaser, and this Agreement shall be of defect as to whether no further force and effect and Purchaser and Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have no further rights, obligations or liabilities hereunder, except for the option (i) of taking title to the Property “as is” and consummating the Closing of the Property, (ii) of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating this Agreement at any time on or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, obligations which shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at Closingexpressly survive termination.

Title to the Property. (a) At Closing, Seller shall deliver convey to Buyer a special warranty deed in form Purchaser by bargain and content reasonably satisfactory to Buyersale deed, with covenants against grantor’s counsel with transfer tax paid at Seller’s expense, conveying to Buyer good, indefeasibleacts (the “Deed”), fee simple, marketable and insurable simple title to the Property, said title to be insurable both as to fee and marketability at regular rates by a title insurance company licensed to do business in the Title CompanyState of New Jersey, subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by ▇▇▇▇▇ (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period following liens, easements, restrictions, conditions or other encumbrances (collectively hereinafter referred to as the “Permitted ExceptionsEncumbrances”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall ): (ia) provide full coverage against mechanics’ or materialmen’s Such liens, have full survey coverage; easements, restrictions, conditions or other encumbrances as are listed in Exhibit C attached hereto and incorporated herein by this reference; (iib) not take exception General real estate taxes for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes the year of Closing which are not yet due and payable as (subject to adjustment provided in Section 4.1); (c) Liens for municipal betterments which are assessed after the Effective Date; (d) Zoning regulations and municipal building restrictions, and all other laws, ordinances, regulations and restrictions of any duly constituted public authority enacted prior to the Closing Date provided the current use of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentence.Property complies with same; (be) The Such state of facts as an accurate survey or a physical inspection of the Property shall be conveyed may disclose provided such facts do not render title unmarketable; (f) Other covenants, easements and restrictions which do not materially and adversely affect the use of the Property as permitted by Seller zoning and related ordinances and laws on the date hereof, as well as grants to Buyer free utility and/or power companies, the rights of the public in sidewalks and clear of all liens, encumbrances, claims, abutting public rights-of-way, easements, leases, restrictions, restrictive covenants and other matters affecting title except for the Permitted Exceptions (all of which, although permitted as exceptions to title if Closing occurs, shall be subject easements given to the approval of Buyerpublic for water course maintenance, in its sole discretion, during the Due Diligence Period).slope rights or sight rights; (cg) If Standard exceptions set forth in the opinion form of Buyer title insurance policy of the title insurance company selected by Purchaser; and (h) Any other matter which would constitute a Title Objection (as defined in Section 3.2) that Purchaser does not waive pursuant to the following subsections, provided that a nationally recognized title insurance company authorized to do business in New Jersey agrees (either at normal rates to be paid by Purchaser or ▇▇▇▇▇’s counsel, at a special rate to be paid by Seller) that it will insure title free of such Title Objection or with affirmative insurance against the Buyer’s title commitment or the Survey reveals anything that adversely affects enforcement of such Title Objection against the Property, or if Seller’s title to the Property fails to meet the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written notice to Seller prior to the expiration of the Due Diligence Period, either terminate this Agreement (as a Permitted Termination) or specify the title or survey defect(s). If ▇▇▇▇▇ specifies any such defect, ▇▇▇▇▇▇ agrees to notify ▇▇▇▇▇ in writing within five (5) business days after ▇▇▇▇▇’s notice of defect as to whether Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have the option (i) of taking title to the Property “as is” and consummating the Closing of the Property, (ii) of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating this Agreement at any time on or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, which shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at Closing.

Title to the Property. (a) At the Closing, Seller Owner shall deliver to Buyer Highwoods a special warranty deed in form and content reasonably satisfactory to Buyer’s Highwoods' counsel and customarily used in South Carolina for transactions of the type described herein with transfer tax recording fees paid at Seller’s expenseHighwoods' expense (and documentary stamps paid by Owner), conveying to Buyer Highwoods a good, indefeasible, fee simple, marketable simple and insurable title to the PropertyLand, its appurtenances and Improvements, said title to be insurable both as to fee and marketability at regular rates by a title insurance company of Highwoods' choice (the "Title Company"), subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by ▇▇▇▇▇ (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period (collectively the “Permitted Exceptions”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall (i) provide full coverage against mechanics’ or materialmen’s liens, have full survey coverage; (ii) not take exception for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes which are not yet due and payable as of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (ia) through (ivf) of this Section 6.01 ("Permitted Exceptions"); provided, any real property shown on the Surveys within the boundary lines of the Land not described in the previous sentence. (b) The Property deeds of conveyance to Owner shall be conveyed by Seller Owner to Buyer free and clear Highwoods by quitclaim deed rather than the special warranty deed descried above. Within fifteen (15) days of all liensthe date hereof, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other matters affecting Highwoods shall obtain a current title except insurance commitment for the Permitted Exceptions Land issued by the Title Company (all of which, although permitted as exceptions to title if Closing occurs, which shall be subject to selected by Highwoods) showing the approval condition of Buyer, in its sole discretion, during the Due Diligence Period). (c) If in the opinion of Buyer or ▇▇▇▇▇’s counsel, the Buyer’s title commitment or the Survey reveals anything that adversely affects the Property, or if Seller’s title to the Property fails to meet the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written notice to Seller prior to the expiration of the Due Diligence Period, either terminate this Agreement Land (as a Permitted Termination) or specify the title or survey defect(s"Title Report"). If ▇▇▇▇▇ specifies Highwoods disapproves of any such defectmatter of title contained in the Title Report, ▇▇▇▇▇▇ agrees Highwoods may then elect to notify ▇▇▇▇▇ in writing within five provide, no later than the fifth (55th) business days day after ▇▇▇▇▇’s its receipt of the Title Report, written notice of defect as to whether Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have the option (i) of taking title to the Property “as is” and consummating the Closing Highwoods' disapproval of the Property, same to Owner (ii) of extending those disapproved title matters as so identified by Highwoods are hereafter called the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating this Agreement at any time on or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, which shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at Closing."Disapproved Exceptions"

Title to the Property. Title to the Property shall be good and merchantable and shall be conveyed to Purchaser free and clear of any and all liens, claims and interests of any kind or nature whatsoever except the following: (a) At Closingeasements, Seller shall deliver to Buyer a special warranty deed in form rights-of-way, rights, duties, obligations, covenants, conditions, restrictions, limitations and content reasonably satisfactory to Buyer’s counsel with transfer tax paid at Seller’s expense, conveying to Buyer good, indefeasible, fee simple, marketable agreements of record; (b) current real estate taxes not delinquent; (c) zoning ordinances and insurable title to other governmental restrictions affecting the Property, said title to ; (d) all legal highways and public rights-of-way; and (e) all matters that would be insurable both as to fee and marketability at regular rates disclosed by the Title Company, subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by ▇▇▇▇▇ (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end an accurate survey or inspection of the Due Diligence Period Property. (collectively together the “Permitted Exceptions”). The As evidence of such title, Seller shall, at its sole cost and expense, obtain and deliver to Purchaser within thirty (30) days hereafter, a commitment (the “Commitment”) for an ALTA Form B owner’s policy of title insurance policy or policies issued by Fidelity National Title Insurance Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Title Insurer”), together with legible copies of all instruments identified as exceptions in the Commitment, in which Commitment the Title Company Insurer shall agree to be issued at Closing insure in connection with conveyance an amount equal to the Purchase Price that upon delivery of a general warranty deed from Seller to Purchaser, Purchaser shall have fee simple title to the Property shall (i) provide full coverage against mechanics’ or materialmen’s liens, have full survey coverage; (ii) not take exception for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes which are not yet due and payable as of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentence. (b) The Property shall be conveyed by Seller to Buyer free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other matters affecting title interests except for Permitted Exceptions. All exceptions identified in Schedule B-2 of the Commitment shall be deemed Permitted Exceptions (all of which, although permitted as exceptions to title if Closing occurs, shall be subject to the approval of Buyer, in its sole discretion, during the Due Diligence Period). (c) If in the opinion of Buyer or ▇▇▇▇▇’s counsel, the Buyer’s title commitment or the Survey reveals anything that adversely affects the Property, or if Seller’s title to the Property fails to meet the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving unless Purchaser has given written notice to Seller prior to the expiration within ten (10) days of receipt of the Due Diligence Period, either terminate this Agreement Commitment of those exceptions to which it objects (as a Permitted Termination) or specify the title or survey defect(s“Unpermitted Exceptions”). If the Unpermitted Exceptions are not able to be cured by Seller within thirty (30) days after receipt of notice thereof from Purchaser, or thereafter waived by Purchaser as additional Permitted Exceptions, this Agreement shall terminate, the ▇▇▇▇▇ specifies any such defect, ▇▇▇▇▇▇ agrees Money shall be promptly returned to notify ▇▇▇▇▇ in writing Purchaser and no party shall have any further obligation hereunder. Seller shall cause the final owner’s policy of title insurance to be delivered to Purchaser within five thirty (530) business days after ▇▇▇▇▇’s notice of defect Closing (as to whether Seller will attempt to cure such defect(shereinafter defined). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have Any closing fee charged by the option (i) of taking title to the Property “as is” and consummating the Closing of the Property, (ii) of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating this Agreement at any time on or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, which Title Insurer shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured paid by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at ClosingPurchaser.

Title to the Property. (a) At Closing, Seller shall deliver to Buyer a special warranty deed in form Good and content reasonably satisfactory to Buyer’s counsel with transfer tax paid at Seller’s expense, conveying to Buyer good, indefeasible, marketable fee simple, marketable and insurable simple record title to the Property, said title to be insurable both as to fee Land and marketability at regular rates by the Title Company, subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by ▇▇▇▇▇ (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period (collectively the “Permitted Exceptions”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall (i) provide full coverage against mechanics’ or materialmen’s liens, have full survey coverage; (ii) not take exception for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes which are not yet due and payable as of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentence. (b) The Property Improvements shall be conveyed by Seller to Buyer Purchaser by Grant Deed, free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other encumbrances whatsoever, excepting only the matters affecting set forth on Exhibit "C" attached hereto (hereinafter referred to as the "Permitted Exceptions"). (a) Purchaser has obtained from United Title Company (herein referred to as "Title Company") its commitment (hereinafter referred to as the "Title Commitment") to issue to Purchaser upon the recording of the Grant Deed conveying title to the Land and Improvements from Seller to Purchaser, the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, an ALTA owner's policy of title insurance, in the amount of the Purchase Price, insuring good and marketable fee simple record title to the Land and Improvements to be in Purchaser without exception (including any standard exception) except for the Permitted Exceptions Exceptions, which contains the following endorsements to the extent the same are available in the State of California: comprehensive, zoning, covenants and restrictions, creditor's rights, survey, and access (all of whichprovided, although permitted as exceptions to title if Closing occurs, however that Purchaser shall be subject solely responsible for the portion of the premium charged by the Title Company in order to upgrade the title policy from a CLTA policy to an ALTA policy and the cost of any premiums charged by Title Company in connection with any and all such endorsements). The title policy issued pursuant to the approval Title Commitment shall not contain any exception for mechanic's or materialmen's liens or any exception for unpaid taxes other than an exception for taxes for 2004 and subsequent years not yet due or payable. The title policy issued pursuant to the Title Commitment shall not contain any exception for rights of Buyerparties in possession other than an exception for the rights of the Tenants (as hereinafter defined), as tenants only, under the Leases. The title policy issued pursuant to the Title Commitment shall not contain an exception for the state of facts which would be disclosed by a survey of the Property or an "area and boundaries" exception, and in its sole discretionlieu thereof, during the Due Diligence PeriodTitle Commitment shall contain an exception only for the matters shown on the current as-built survey to be provided by Seller to Purchaser in accordance with Paragraph 9(g) hereof. The title policy issued pursuant to the Title Commitment shall also contain such other special endorsements as Purchaser shall reasonably require (the "Endorsements"). Purchaser has delivered to Seller a true and complete copy of the Title Commitment. (cb) If in Purchaser has also received Seller's most recent survey of the opinion of Buyer or ▇▇▇▇▇’s counselProperty prepared by Dubron & Associates, dated September 24, 1999, last revised August 7, 2000, which shows that the Buyer’s title commitment or the Survey reveals anything that adversely affects the PropertyProperty contains 893 parking spaces. From time to time, or if Seller’s title Purchaser may request an update to the Property fails to meet effective date of such Title Commitment or may update the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written date of the survey and give notice to Seller prior of all defects or objections appearing subsequent to the expiration effective date of the Due Diligence Period, either terminate this Agreement Title Commitment (as a Permitted Terminationor previous update thereof) or specify survey, as the title or survey defect(scase may be (including any reduction of parking spaces). If Seller agrees to cause the satisfaction and release of the monetary encumbrances on the Property in favor of Fremont Investment and Loan and South ▇▇▇▇▇ specifies any such defect, ▇▇▇▇▇▇ Investment Corporation. All matters disclosed by an updated Title Commitment and/or survey and not objected to by Purchaser within five (5) days after receipt of such updates shall be deemed to be additional "Permitted Exceptions"; provided, however, encumbrances created by Seller in violation of this Agreement, taxes due and payable prior to Closing, and any mortgages, deeds of trust, mechanic's or materialmen's liens and other such monetary encumbrances shall in no event be deemed to be Permitted Exceptions. Seller shall have five (5) days after receipt of such notice of title defects or objections from Purchaser to advise Purchaser in writing which of such title defects or objections Seller does not intend to satisfy or cure; provided, however. Seller hereby agrees that Seller shall satisfy or cure prior to notify Closing any such defects or objections consisting of encumbrances created by Seller in violation of this Agreement, any taxes due and payable prior to Closing, and any mortgages, deeds of trust, mechanic's or materialmen's liens and other such monetary encumbrances. In the event Seller fails to give such written advice to Purchaser within such five (5) day period, Seller shall be deemed to have agreed to satisfy or cure all such defects or objections set forth in Purchaser's notice. If Seller shall advise Purchaser in writing that Seller does not intend to satisfy or cure any specific encumbrances which Seller is not obligated to satisfy or cure under the second preceding sentence, Purchaser may elect either (a) to terminate this Agreement by written notice to Seller, in which event the ▇▇▇▇▇▇▇ Money shall be immediately refunded to Purchaser and this Agreement shall be of no further force or effect and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder, except for the obligations hereunder which expressly survive termination, or (b) to accept title subject to such specific encumbrances, in writing within five which case such specific encumbrances shall become additional "Permitted Exceptions". Seller shall have until Closing to satisfy or cure all such defects and objections which Seller agreed (5or is deemed to have agreed) business days after to satisfy or cure as provided above. In the event Seller fails or refuses to cure any defects and objections which are required herein to be satisfied or cured by Seller prior to the Closing, then (i) Purchaser may terminate this Agreement by written notice to Seller, in which event the ▇▇▇▇▇’s notice ▇▇ Money shall be immediately refunded to Purchaser, and this Agreement shall be of defect as to whether no further force and effect and Purchaser and Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have no further rights, obligations or liabilities hereunder, except for the option (i) of taking title to the Property “as is” and consummating the Closing of the Property, (ii) of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating this Agreement at any time on or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, obligations which shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at Closingexpressly survive termination.

Title to the Property. (a) At As a condition to the Closing, Seller Lawyers Title Insurance Corporation, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Title Officer: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Telephone (▇▇▇) ▇▇▇-▇▇▇▇, Telecopier (▇▇▇) ▇▇▇-▇▇▇▇ (the “Title Company”) shall deliver have committed to Buyer a special warranty deed insure Purchaser as the fee owner of the Property in the amount of the Purchase Price by issuance of an ALTA owner’s title insurance policy (the “Owner’s Policy”) and in the standard form issued by the Title Company in the State of New Jersey, subject only to the Permitted Exceptions (as hereinafter defined). (b) Purchaser shall order, at its sole cost and content reasonably satisfactory to Buyer’s counsel with transfer tax paid at Seller’s expense, conveying within five (5) days following the date hereof, (i) a commitment for an owner’s fee title insurance policy or policies with respect to Buyer goodthe Property (the “Title Commitment”) from the Title Company and (ii) a survey of the Property prepared by a surveyor registered in the State of New Jersey, indefeasiblecertified by said surveyor to Purchaser and Seller as having been prepared in accordance with the minimum detail requirements of the ALTA land survey requirements (the “Survey”), fee simpleand shall cause the Title Commitment, marketable together with true, legible and insurable complete copies of all instruments giving rise to any defects or exceptions to title to the Property, said and the Survey to be delivered to Seller’s attorneys concurrently with the delivery thereof to Purchaser or Purchaser’s attorneys. Attached hereto as Exhibit E is a notice (the “Title Objection Notice”) identifying those exceptions(s) to title to be insurable both as to fee and marketability at regular rates by the Property appearing in the Title Company, subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by ▇▇▇▇▇ (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period (collectively the “Permitted Exceptions”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall (i) provide full coverage against mechanics’ or materialmen’s liens, have full survey coverage; (ii) not take exception for parties in possession Commitment other than Buyer; (iii) not take exception for any taxes or liens other than future taxes which are not yet due and payable as of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentence. (b) The Property shall be conveyed by Seller to Buyer free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other matters affecting title except for the Permitted Exceptions (all such exception(s) being herein called, collectively, the “Unpermitted Exceptions”), subject to which Purchaser is unwilling to accept title, including (y) those matters reflected on the Survey that Purchaser has disapproved of, and (z) zoning matters that were only ascertainable upon delivery of whichthe Survey. Seller, although permitted as exceptions in its sole and absolute discretion, may undertake to title if Closing occurs, shall be eliminate the same subject to the approval terms and conditions of Buyerthis Section 4.1. Purchaser hereby waives any right Purchaser may have to advance, as objections to title or as grounds for Purchaser’s refusal to close this transaction, any exception to title, survey or zoning matters which are not identified in the Title Objection Notice unless (i) with respect to title objections only (as opposed to survey or zoning matters), such exception was first raised by the Title Company subsequent to the date of the Title Commitment, and (ii) Purchaser shall notify Seller of the same within five (5) days following the date the exception is first identified by the Title Company (failure to so notify Seller shall be deemed to be a waiver by Purchaser of its right to raise such Unpermitted Exception as an objection to title or as a ground for Purchaser’s refusal to close the transaction contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, during shall have the Due Diligence right to adjourn the Closing for a period not to exceed thirty (30) days in the aggregate (such period of time being herein called the “Extension Period”), provided that Seller shall notify Purchaser, in writing, within ten (10) days after receipt by Seller of the Title Objection Notice, whether or not it will endeavor to eliminate such Unpermitted Exceptions. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Seller shall not under any circumstance be required or obligated to cause the cure or removal of any Unpermitted Exception including, without limitation, to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception or to arrange for title insurance insuring against enforcement of such Unpermitted Exception against, or collection of the same out of, the Property, notwithstanding that Seller may have attempted to do so, or may have adjourned the Scheduled Closing Date for such purpose; provided, however, Seller shall (x) satisfy any mortgage or deed of trust placed on the Property by Seller or expressly assumed by Seller, and (y) use commercially reasonable efforts to cause the removal (by bonding or otherwise) of other monetary liens encumbering the Property which are of an ascertainable amount and do not exceed Twenty Five Thousand Dollars ($25,000) in the aggregate and are not the responsibility of any tenant of the Property. (c) If In the event that Seller is unable, or elects not, to eliminate all Unpermitted Exceptions in accordance with the provisions of this Section 4.1.1, or to arrange for title insurance, without special premium to Purchaser, insuring against enforcement of such Unpermitted Exceptions against, or collection of the same out of, the Property, and to convey title to the Property in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 4.1.1(b)), Seller shall notify Purchaser that it elects not to remove the same, in which event Purchaser shall have the right, as its sole remedy for such election of Seller, by delivery of written notice to Seller within three (3) Business Days following receipt of notice from Seller of its election not to remove such Unpermitted Exceptions, to either (i) terminate this Agreement by written notice delivered to Seller (in which event the Deposit shall be returned to Purchaser and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement; provided, however, that if Seller has notified Purchaser as and in the opinion manner provided by Section 3.1 of Buyer this Agreement, Escrowee shall release the Deposit to Purchaser, less the Pre-Closing Breach Amount, which Pre-Closing Breach Amount shall be held by Escrowee until the same is to be released as and in the manner provided by Section 3.1 of this Agreement), or ▇▇▇▇▇’s counsel(ii) accept title to the Property subject to such Unpermitted Exception(s) without a reduction in, abatement of, or credit against, the BuyerPurchase Price. The failure of Purchaser to deliver timely any written notice of election under this Section 4.1.1(c) shall be conclusively deemed to be an election under clause (ii) above. (d) If, on the Closing Date, there are any liens or encumbrances that Seller is obligated to discharge under this Agreement, Seller shall have the right (but not the obligation), as to liens and/or encumbrances of an ascertainable amount not to exceed $100,000 in the aggregate, to either (i) arrange, at Seller’s cost and expense, for affirmative title commitment insurance or special endorsements reasonably acceptable to Purchaser insuring against enforcement of such liens or encumbrances against, or collection of the Survey reveals anything that adversely affects same out of, the Property, or if Seller’s title to the Property fails to meet the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written notice to Seller prior to the expiration of the Due Diligence Period, either terminate this Agreement (as a Permitted Termination) or specify the title or survey defect(s). If ▇▇▇▇▇ specifies any such defect, ▇▇▇▇▇▇ agrees to notify ▇▇▇▇▇ in writing within five (5) business days after ▇▇▇▇▇’s notice of defect as to whether Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have the option (i) of taking title to the Property “as is” and consummating the Closing of the Property, (ii) use any portion of extending the Closing for a reasonable period of time Purchase Price to enable Seller to cure such deficiency if Seller is attempting to cure pay and discharge the same, (iii) either by way of terminating this Agreement at any time on payment or prior by alternative manner reasonably satisfactory to the last date for Closing specified in this AgreementTitle Company, by written notice thereof and the same shall not be deemed to Seller, which shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at ClosingUnpermitted Exceptions.

Title to the Property. (a) At the Closing, Seller all the Owned Real Property and its appurtenances shall deliver to Buyer a special warranty deed in form be free and content reasonably satisfactory to Buyer’s counsel with transfer tax paid at Seller’s expenseclear of all Liens, conveying to Buyer goodClaims, indefeasiblerights-of-way and leases, fee simple, marketable other than the Permitted Encumbrances and insurable title to the Property, said title to be insurable both as to fee and marketability at regular rates by the Title Company, subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by ▇▇▇▇▇ (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period (collectively the “Permitted Exceptions”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall following: (i) provide full coverage against mechanics’ rights-of-way of streets, so long as they do not prevent, interfere or materialmen’s liens, have full survey coverage; adversely affect the use of the property for the same purposes as used and operated as of the Closing Date; (ii) public utility easements, easements with respect to gas or oil transmission lines and rights-of-way and oil and gas leases, each in customary form, so long as they do not take exception prevent, interfere or adversely affect the use of the property for parties in possession other than Buyer; the same purposes as used and operated as of the Closing Date; (iii) not take exception for any ad valorem or real property taxes or liens other than future taxes which are not yet due and payable payable; and (iv) zoning and building laws and ordinances of the city, town, county, village, state or municipality in which the Owned Real Property lies which are not violated by existing structures and which are not violated by or do not prevent, interfere with or adversely affect the continued use and operation of the Owned Real Property for the same purposes as used and operated as of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentenceDate. (b) The Property shall be conveyed by Seller to Buyer free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other matters affecting title except for the Permitted Exceptions (all of which, although permitted as exceptions to title if Closing occurs, shall be subject Prior to the approval of BuyerClosing, in its sole discretionif, during the Due Diligence Period). (c) If in the opinion of Buyer or ▇▇▇▇▇’s Buyer's counsel, after Seller's and Macedon's opportunity to cure provided in Section 5.6, Buyer is not able to obtain title insurance acceptable to Buyer (including any endorsements required by Buyer from the Buyer’s title commitment or the Survey reveals anything that adversely affects the Property, or if Seller’s title Title Company with respect to the Property fails to meet Owned Real Property) (collectively, the foregoing requirements"Title Policies"), or contains defects or exceptions not approved the cost of which shall be paid by Buyer, then Buyer may, by giving written notice to Seller prior to the expiration of the Due Diligence Period, either terminate this Agreement (as a Permitted Termination) or specify the title or survey defect(s). If ▇▇▇▇▇ specifies any such defect, ▇▇▇▇▇▇ agrees to notify ▇▇▇▇▇ in writing within five (5) business days after ▇▇▇▇▇’s notice of defect as to whether Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have the option of (i) accepting the condition of taking the Owned Real Property title to the Property “as is” "AS IS", and consummating the Closing without waiving any rights of the PropertyBuyer under Article 11, or (ii) of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating this Agreement at any time on or prior pursuant to the last date for Closing specified in this Agreement, Section 8.1(b)(iv) without liability by written notice thereof Buyer to Seller, Macedon or the Company. Notwithstanding any other provision contained herein to the contrary, if any exception to title disclosed in any Title Commitment which shall be may include, without limitation, a Disapproved Exception (other than a Permitted Termination as set forth hereinEncumbrance), or (iv) if the defect is a lien that can be cured by a monetary payment, Buyer shall have the right, in addition to any other rights of making such payment at Closing and adjustment hereunder, of reducing by a like amount the cash Purchase Price due to Seller at the Closing, provided that, without the prior consent of Seller, Buyer shall not make any such monetary payment in excess of $10,000.