Common use of Quality of Title Clause in Contracts

Quality of Title. (a) Title to the Real Property (including without limitation Buyer’s rights to use any easements appurtenant to the Real Property) at the Closing shall be conveyed in fee simple and shall be (i) good and marketable and free and clear of all liens, encumbrances, restrictions, easements and other exceptions or objections to title, except for the Permitted Exceptions (as hereinafter defined), and (ii) insurable as aforesaid by ▇▇▇▇▇▇▇ Title Guaranty Company at regular standard rates pursuant to a 2006 ALTA Owner’s Policy Form (“Title Policy”) as provided by Pocono Area Abstract Company (“Title Company”). The term “insurable” as used in this Agreement is hereby defined to mean title which is insurable pursuant to the Title Policy at standard rates (without special premium) by the Title Company without exception other than the Permitted Exceptions. Seller will provide such customary title affidavits as the Title Company shall require in order to down-date the title insurance commitment to the date of Closing and to remove the printed exceptions for liens and encumbrances recorded prior to the recording of the Deed. The Deed shall contain a use restriction with respect to Future Parking Parcel One and Future Parking Parcel Two providing that Future Parking Parcel One and Future Parking Parcel Two may only be used for surface parking purposes in perpetuity (the “Deed Restrictions”). (b) Promptly after the execution hereof, Buyer shall, at its expense, obtain from the Title Company a commitment for title insurance in the amount of the Purchase Price (the “Commitment”) for the Property. Buyer has been provided with an updated survey (“Survey”) of the Property. The cost and expense of such Survey will be shared equally by Seller and Buyer. Promptly upon receipt, Buyer shall furnish to Seller a copy of the Commitment. No later than 5:00 p.m. Eastern Time on November 4, 2011, Buyer shall give written notice to Seller of any matters affecting title to the Property and disclosed in the Commitment or the Survey which are disapproved by Buyer and not otherwise expressly permitted as exceptions to title under the terms of this Agreement. No such notice need be given concerning unpaid real estate taxes or assessments or water and sewer rents, all of which (excepting requirements specifically applicable to Buyer) Seller shall be responsible to remove at Closing in accordance with the allocations set forth herein. The failure of Buyer to deliver any such written notice of disapproval prior to 5:00 p.m. Eastern Time on November 4, 2011 shall be deemed to constitute Buyer’s approval of the condition of title of the Property as shown in the Commitment and the Survey, excepting Liquidated Liens (as hereinafter defined), which Liquidated Liens Seller shall be responsible to pay and satisfy (or otherwise obtain the discharge and release of the Property therefrom) at Closing (subject to any adjustments of any such items, such as real estate taxes and water and sewer rents, expressly provided for hereunder).

Quality of Title. It is a condition of Purchaser's obligation hereunder that title to the Lots be good and marketable, free of liens and encumbrances, and insurable by a title insurance company holding membership in the American Land Title Association at regular rates, subject to no conditions or encumbrances such as would inhibit or prevent or impose any material burden or expense upon the development of the Lots for residential purposes and the construction of residential dwelling units thereon as Purchaser reasonably desires (other than for expenses which Purchaser has agreed to pay). In the event title is unacceptable to Purchaser and Purchaser so notifies Seller, Seller shall, within five (5) days after receipt of such notice from Purchaser, notify Purchaser in writing either (i) that Seller is unwilling or unable to correct such unacceptable matters, or (ii) that Seller at its sole cost and expense shall undertake promptly to eliminate or modify all such unacceptable matters to the reasonable satisfaction of Purchaser. In the latter event, Seller agrees to use its diligent efforts to promptly satisfy any such objections. In the event Seller elects not to cure such unacceptable matters or is unable with the exercise of due diligence to satisfy said objections within fifteen (15) days after said notice, Purchaser may, at its option, (i) accept title and proceed to closing without an adjustment of the Purchase Price, or (ii) rescind this Agreement with respect to the affected Lot(s), whereupon this Agreement shall be of no further force and effect with respect to the affected Lot(s) and the applicable pro-rata share of the Deposit shall be returned Purchaser. The applicable pro-rata share of the Deposit to be returned to Purchaser shall be equal to (a) Title the number of affected Lots, divided by (b) the total number of Lots that Purchaser is obligated to the Real Property (including without limitation Buyer’s rights purchase under Section 2 above. Failure of Purchaser to use any easements appurtenant to the Real Property) at the Closing shall be conveyed in fee simple and shall be (i) good and marketable and free and clear notify Seller of all liens, encumbrances, restrictions, easements and other exceptions or objections to title, except for the Permitted Exceptions (as hereinafter defined), and (ii) insurable as aforesaid by ▇▇▇▇▇▇▇ Title Guaranty Company at regular standard rates pursuant to a 2006 ALTA Owner’s Policy Form (“Title Policy”) as provided by Pocono Area Abstract Company (“Title Company”). The term “insurable” as used in this Agreement is hereby defined to mean title which is insurable pursuant to the Title Policy at standard rates (without special premium) by the Title Company without exception other than the Permitted Exceptions. Seller will provide such customary title affidavits as the Title Company shall require in order to down-date the title insurance commitment to the date of Closing and to remove the printed exceptions for liens and encumbrances recorded defects prior to the recording scheduled date of the Deed. The Deed shall contain a use restriction with respect to Future Parking Parcel One and Future Parking Parcel Two providing that Future Parking Parcel One and Future Parking Parcel Two may only be used for surface parking purposes in perpetuity (the “Deed Restrictions”). (b) Promptly after the execution hereof, Buyer shall, at its expense, obtain from the Title Company a commitment for title insurance in the amount of the Purchase Price (the “Commitment”) for the Property. Buyer has been provided with an updated survey (“Survey”) of the Property. The cost and expense of such Survey will be shared equally by Seller and Buyer. Promptly upon receipt, Buyer shall furnish to Seller a copy of the Commitment. No later than 5:00 p.m. Eastern Time on November 4, 2011, Buyer shall give written notice to Seller of any matters affecting title to the Property and disclosed in the Commitment or the Survey which are disapproved by Buyer and not otherwise expressly permitted as exceptions to title under the terms of this Agreement. No such notice need be given concerning unpaid real estate taxes or assessments or water and sewer rents, all of which (excepting requirements specifically applicable to Buyer) Seller shall be responsible to remove at Closing in accordance with the allocations set forth herein. The failure of Buyer to deliver any such written notice of disapproval prior to 5:00 p.m. Eastern Time on November 4, 2011 closing shall be deemed to constitute Buyer’s approval an acceptance by Purchaser of the condition then existing title of Seller. Upon request by Purchaser, Seller shall execute such reasonable affidavits and other similar type instruments as are required by Purchaser's title insurance company relating to the status of title of and for the Property as shown in the Commitment and the Survey, excepting Liquidated Liens (as hereinafter defined), which Liquidated Liens Seller shall be responsible to pay and satisfy (or otherwise obtain the discharge and release of the Property therefrom) at Closing (subject to any adjustments elimination of any such itemsstandard or printed exceptions in Purchaser's final policy of title insurance, such as real estate taxes and water and sewer rentsincluding, expressly provided without limitation, the exception for hereunder)unfulfilled mechanics' liens.

Quality of Title. (a) Title to the Real Property (including without limitation Buyer’s rights to use any easements appurtenant to the Real Property) at the Closing shall be conveyed in fee simple and shall be (i) good and marketable and free and clear of all liens, encumbrances, restrictions, easements and other exceptions or objections to title, except for the Permitted Exceptions (as hereinafter defined), and (ii) insurable as aforesaid by ▇▇▇▇▇▇▇ Title Guaranty Insurance Company at regular standard rates pursuant to a 2006 ALTA Owner’s Policy Form (“Title Policy”) as provided by Pocono Area Abstract Company company (“Title Company”). The term “insurable” as used in this Agreement is hereby defined to mean title which is insurable pursuant to the Title Policy at standard rates (without special premium) by the Title Company without exception other than the Permitted Exceptions. Exceptions Seller will provide such customary title affidavits as the Title Company shall require in order to down-date the title insurance commitment to the date of Closing and to remove the printed exceptions for liens and encumbrances recorded prior to the recording of the Deed. The Deed shall contain a use restriction with respect to Future Parking Parcel One and Future Parking Parcel Two providing that Future Parking Parcel One and Future Parking Parcel Two may only be used for surface parking purposes in perpetuity (the “Deed Restrictions”). (b) Promptly after the execution hereof, Buyer shall, at its expense, obtain from the Title Company a commitment for title insurance in the amount of the Purchase Price (the “Commitment”) for the Property. Buyer has been provided with an updated survey (“Survey”) of the Property. The cost and expense of such Survey will be shared equally by Seller and Buyer. Promptly upon receipt, Buyer shall furnish to Seller a copy of the Commitment. No later than 5:00 p.m. Eastern Time on November 4, 2011, Buyer shall give written notice to Seller of any matters affecting title to the Property and disclosed in the Commitment or the Survey which are disapproved by Buyer and not otherwise expressly permitted as exceptions to title under the terms of this Agreement. No such notice need be given concerning unpaid real estate taxes or assessments or water and sewer rents, all of which (excepting requirements specifically applicable to Buyer) Seller shall be responsible to remove at Closing in accordance with the allocations set forth herein. The failure of Buyer to deliver any such written notice of disapproval prior to 5:00 p.m. Eastern Time on November 4, 2011 shall be deemed to constitute Buyer’s approval of the condition of title of the Property as shown in the Commitment and the Survey, excepting Liquidated Liens (as hereinafter defined), which Liquidated Liens Seller shall be responsible to pay and satisfy (or otherwise obtain the discharge and release of the Property therefrom) at Closing (subject to any adjustments of any such items, such as real estate taxes and water and sewer rents, expressly provided for hereunder). “Liquidated Liens” means all unpaid mortgages, judgments, mechanic’s liens and claims (filed or unfiled), whether or not any of the same shall be contested, and comparable liens, claims, encumbrances and other defects of title of a nature susceptible of satisfaction, discharge, release or removal at or prior to Closing by the payment of an ascertainable and liquidated sum of money or by the posting of a judicial bond for an ascertainable and liquidated sum of money, and otherwise without any judicial or quasi-judicial proceedings on the part of Seller, and all of Seller’s share of real estate taxes, assessments and utility charges as otherwise allocated to, and to be borne by, Seller pursuant to the express terms set forth elsewhere in this Agreement.

Quality of Title. (a) Title to the Real Property (including without limitation Buyer’s rights to use any easements appurtenant to the Real Property) at the Closing Premises shall be conveyed in fee simple and shall be (i) good and marketable and free and clear of all liens, restrictions, easements, encumbrances, restrictionsleases, easements tenancies and other title objections, and shall be insurable as such at ordinary rates by any reputable title insurance company selected by Buyer. Title to the Premises may however be subject to those title matters specified in Exhibit "E", annexed hereto and by this reference made a part hereof. The foregoing permitted title exceptions are hereinafter referred to as the "Permitted Encumbrances". Seller shall employ the proceeds of Closing to discharge or objections satisfy any lien, claim or encumbrance not constituting a Permitted Encumbrance. If Seller is unable to convey title to the Premises to Buyer at Closing in accordance with the requirements of this Agreement, Buyer shall have the option (1) of taking such title as Seller is able to convey with abatement of price in the amount (fixed or ascertainable) of any lien on or claim against the Premises, or (2) of terminating Buyer's obligations under this Agreement and being repaid all monies paid by Buyer on account of the purchase price, together with the amount of the charges incurred by Buyer for searching title, except for the Permitted Exceptions (as hereinafter defined)cost of any plans and surveys made by Buyer, and the amount of all other fees, costs and expenses incurred by Buyer in connection with the Premises and Buyer's intended acquisition and development thereof; in either event Buyer shall also have the right to pursue such other remedies as may be available to Buyer at law or in equity. (iib) insurable Title to the Personalty shall be free and clear of liens and encumbrances other than Permitted Encumbrances and any Personalty which is designated on Exhibit "B", hereto as aforesaid being subject to a lease, lease purchase or installment purchase contract, conditional sales or similar agreement. (c) If on the date of Closing the Premises or any portion shall have been affected by a municipal or other assessment or assessments, which have been assessed prior to the date of Closing, or of which the first installment is then a charge or lien, or has been paid, then for all purposes of this Agreement all unpaid installments of any such assessment, including those payable after Closing, shall be deemed to be due and payable and shall constitute liens upon the Premises as of Closing, and Seller shall pay, or provide for payment of, all such assessments and installments thereof, whether due and payable prior to or after the date of Closing. Seller shall, if necessary, AC-57140/3 September 18, 1995 employ the proceeds of Closing to satisfy any such assessment(s). (d) Notwithstanding the foregoing, Seller acknowledges the existence of: (i) the possibility that the State of Louisiana may assert a claim against the Premises, or portions thereof, or adjacent lands used in connection therewith, based upon the possibility that portions of the Premises or such adjacent lands may have previously been covered or flowed by navigable waters of Lake ▇▇▇▇▇▇▇ Title Guaranty Company at regular standard rates pursuant (the "Waterfront Strip Claim"); and (ii) certain title defects with respect to the conveyance of a 2006 ALTA Owner’s Policy Form fifty (“Title Policy”50) as provided by Pocono Area Abstract Company foot strip of land along the western boundary of the Premises (“Title Company”the "Conveyance Issues"). The term “insurable” as used in this Agreement Seller acknowledges further that the Waterfront Strip Claim and the Conveyance Issues do not constitute Permitted Encumbrances and will, if not fully resolved prior to Closing, constitute valid objections to title on Buyer's behalf. (1) Seller acknowledges that Buyer is hereby defined working to mean resolve the Waterfront Strip Claim, but that such efforts by Buyer shall not waive, limit or impair Buyer's right to enforce its rights and remedies upon any failure to remove or otherwise resolve such title which objections; it being understood that removal or resolution of the Waterfront Strip Claim is insurable pursuant to the Title Policy at standard rates (without special premium) by the Title Company without exception other than the Permitted Exceptionsand shall remain a material obligation of Seller hereunder. Seller will provide such customary title affidavits as the Title Company shall require If, in order to down-date resolve the title insurance commitment Waterfront Strip Claim, or any portion thereof, Buyer is required to purchase or lease from the State of Louisiana (or any subdivision, agency or authority thereof), or otherwise pay for the right to use or occupy, any portion of the Premises or any land adjacent to the date Premises above the mean high water line, then Buyer shall be entitled to set off the sums required to be so paid against those payments to Seller under Section 2(b), above. Notwithstanding the foregoing, Seller's maximum obligation, and Buyer's maximum right of Closing and to remove the printed exceptions for liens and encumbrances recorded prior to the recording of the Deed. The Deed shall contain a use restriction setoff, with respect to Future Parking Parcel One removal or resolution of any part of the Waterfront Strip Claim, shall be limited to the lesser of those amounts required to be paid to the State of Louisiana, or such person or entity claiming under the State of Louisiana, in order to remove or resolve any part of the Waterfront Strip Claim, and Future Parking Parcel Two providing that Future Parking Parcel One and Future Parking Parcel Two may only be used for surface parking purposes in perpetuity the sum of $1,500,000.00 (the “Deed Restrictions”if a purchase/lump sum payment) or $75,000.00 per year (if a lease or other continuing payment obligation). (b2) Promptly after Seller acknowledges that Buyer is working to resolve the execution hereofConveyance Issues, but that such efforts by Buyer shallshall not waive, at limit or impair Buyer's right to enforce its expense, obtain from the Title Company a commitment for rights and remedies upon any failure to remove or otherwise resolve such title insurance in the amount objections; it being understood that removal or resolution of the Purchase Price Conveyance Issues is and shall remain a material obligation of Seller hereunder. (e) Notwithstanding any other provision herein contained, if at the “Commitment”) for Closing Date Seller is unable to convey the Property. Buyer has been provided with an updated survey (“Survey”) title to the Assets as required under this Section 4, then in addition to any of the Property. The cost and expense of such Survey will be shared equally by Seller and Buyer. Promptly upon receipt's other rights or remedies hereunder, Buyer shall furnish have the right (but not the obligation) to Seller a copy extend the date for closing for six (6) consecutive 2 month periods of time as determined by Buyer, in its sole discretion, to permit the Commitment. No later than 5:00 p.m. Eastern Time on November 4, 2011, Buyer shall give written notice to Seller removal or resolution of any matters affecting remaining objections to title (including, without limitation, the Waterfront Strip Claim or the Conveyance Issues). This right of extension shall apply to the Property and disclosed in original Closing Date, as well as any extended Closing Date established pursuant to the Commitment or the Survey which are disapproved by Buyer and not otherwise expressly permitted as exceptions to title under the terms of this Agreementpreceding sentence. No such notice need be given concerning unpaid real estate taxes or assessments or water and sewer rentsAC-57140/3 September 18, all of which (excepting requirements specifically applicable to Buyer) Seller shall be responsible to remove at Closing in accordance with the allocations set forth herein. The failure of Buyer to deliver any such written notice of disapproval prior to 5:00 p.m. Eastern Time on November 4, 2011 shall be deemed to constitute Buyer’s approval of the condition of title of the Property as shown in the Commitment and the Survey, excepting Liquidated Liens (as hereinafter defined), which Liquidated Liens Seller shall be responsible to pay and satisfy (or otherwise obtain the discharge and release of the Property therefrom) at Closing (subject to any adjustments of any such items, such as real estate taxes and water and sewer rents, expressly provided for hereunder).1995

Quality of Title. (a) Title to the Real Property (including without limitation Buyer’s rights to use any easements appurtenant to the Real Property) at the Closing shall be conveyed in fee simple and shall be (i) good and marketable and free and clear of all liens, encumbrances, restrictions, easements and other exceptions or objections to title, except for the Permitted Exceptions (as hereinafter defined), and (ii) insurable as aforesaid by ▇▇▇▇▇▇▇ Title Guaranty Insurance Company at regular standard rates pursuant to a 2006 ALTA Owner’s Policy Form (“Title Policy”) as provided by Pocono Area Abstract Company company (“Title Company”). The term “insurable” as used in this Agreement is hereby defined to mean title which is insurable pursuant to the Title Policy at standard rates (without special premium) by the Title Company without exception other than the Permitted Exceptions. Seller will provide such customary title affidavits as the Title Company shall require in order to down-date the title insurance commitment to the date of Closing and to remove the printed exceptions for liens and encumbrances recorded prior to the recording of the Deed. The Deed shall contain a use restriction with respect to Future Parking Parcel One and Future Parking Parcel Two providing that Future Parking Parcel One and Future Parking Parcel Two may only be used for surface parking purposes in perpetuity (the “Deed Restrictions”). (b) Promptly after the execution hereof, Buyer shall, at its expense, obtain from the Title Company a commitment for title insurance in the amount of the Purchase Price (the “Commitment”) for the Property. Buyer has been provided with an updated survey (“Survey”) of the Property. The cost and expense of such Survey will be shared equally by Seller and Buyer. Promptly upon receipt, Buyer shall furnish to Seller a copy of the Commitment. No later than 5:00 p.m. Eastern Time on November 4, 2011, Buyer shall give written notice to Seller of any matters affecting title to the Property and disclosed in the Commitment or the Survey which are disapproved by Buyer and not otherwise expressly permitted as exceptions to title under the terms of this Agreement. No such notice need be given concerning unpaid real estate taxes or assessments or water and sewer rents, all of which (excepting requirements specifically applicable to Buyer) Seller shall be responsible to remove at Closing in accordance with the allocations set forth herein. The failure of Buyer to deliver any such written notice of disapproval prior to 5:00 p.m. Eastern Time on November 4, 2011 shall be deemed to constitute Buyer’s approval of the condition of title of the Property as shown in the Commitment and the Survey, excepting Liquidated Liens (as hereinafter defined), which Liquidated Liens Seller shall be responsible to pay and satisfy (or otherwise obtain the discharge and release of the Property therefrom) at Closing (subject to any adjustments of any such items, such as real estate taxes and water and sewer rents, expressly provided for hereunder).. “

Quality of Title. (a) Title 5.1. Buyer shall not be obligated hereunder unless title to the Real Property (including without limitation Buyer’s rights to use any easements appurtenant to the Real Property) at the Closing shall be conveyed in fee simple and shall be (i) good and marketable and free and clear of all liens, encumbrances, restrictions, easements and other exceptions or objections record as will enable an ALTA member title insurance underwriter acceptable to title, except for the Permitted Exceptions (as hereinafter defined)Buyer, and (ii) insurable as aforesaid by ▇▇▇▇▇▇▇ Title Guaranty Company authorized to do business in Florida to issue to Buyer, at regular rates, its full Purchase Price coverage, standard rates pursuant to a 2006 marketability revised ALTA Owner’s Policy Form (“'s Title Insurance Policy”) as provided by Pocono Area Abstract Company (“Title Company”). The term “insurable” as used in this Agreement is hereby defined to mean title which is insurable pursuant to the Title Policy at standard rates (without special premium) by the Title Company without exception other than the Permitted Exceptions. Seller will provide such customary title affidavits as the Title Company shall require in order to down-date the title insurance commitment to the date of Closing and to remove the printed exceptions for liens and encumbrances recorded prior to the recording of the Deed. The Deed shall contain a use restriction with respect to Future Parking Parcel One and Future Parking Parcel Two providing that Future Parking Parcel One and Future Parking Parcel Two may only be used for surface parking purposes in perpetuity (the “Deed Restrictions”). (b) Promptly after the execution hereof, Buyer shall, at its expense, obtain from the Title Company a commitment for title insurance in the amount of the Purchase Price hereunder, without exceptions, and free and clear of all defects, liens and encumbrances and subject only to the following permitted exceptions: (the “Commitment”a) Ad valorem taxes for the Propertyyear of Closing (as such term is hereinafter defined) and subsequent years; (b) Such other Permitted Exceptions as defined herein. 5.2. Buyer has been provided A title commitment ("Title Commitment"), together with an updated survey copies of all exceptions, shall be obtained, by Buyer's attorney, at Seller's expense on or before fifteen (“Survey”15) of days after the Property. The cost and expense of such Survey will be shared equally by Seller and Buyer. Promptly upon receiptEffective Date. (a) Within twenty-five (25) days after the Effective Date, Buyer shall furnish notify Seller in writing of any title exceptions ("Title Defects") identified in the Title Commitment, which Buyer disapproves. Any title exception not disapproved in writing by such date shall be deemed approved by Buyer, and shall constitute a "Permitted Exception" hereunder. (b) Seller shall have ten (10) days after receipt of Buyer's written notification of Title Defects to provide Buyer with a written notice of which Title Defects Seller a copy is willing or able to cause to be removed or insured against prior to Closing. If Seller fails to provide such written notice to Buyer it will be presumed that Seller is unwilling to cause any of the Commitment. No later than 5:00 p.m. Eastern Time on November 4, 2011Title Defects to be removed or insured against. (c) In the event Seller is unable or unwilling to cure all Title Defects (except Permitted Exceptions) within the time period permitted under paragraph (a), Buyer shall give written notice have the option to waive any Title Defect and proceed to Closing with such Title Defect being included as a Permitted Exception, or terminate this Agreement and receive back the Earnest Money Deposit, in which case neither party shall have any further obligation hereunder; except that Buyer may be entitled to damages if Seller of has failed to remove any matters affecting title to Monetary Encumbrances in accordance with the Property and disclosed in the Commitment or the Survey which are disapproved by Buyer and not otherwise expressly permitted as exceptions to title under the terms requirements of this Agreement. No such notice need If Buyer does not make its election in writing within the time permitted, the Buyer will be given concerning unpaid real estate taxes or assessments or water deemed to elect to terminate this Agreement and sewer rents, all Seller hereby consents to the release of which (excepting requirements specifically applicable Buyer's deposit to Buyer) . Notwithstanding anything herein to the contrary, Seller shall be responsible obligated to remove at Closing in accordance with cure any monetary liens against the allocations set forth herein. The failure Property arising by, through or under Seller. (d) In addition to the foregoing, Buyer and Seller agree that (i) all non-delinquent property taxes and assessments, (ii) all matters created by or on behalf of Buyer Buyer, including, without limitation, any documents or instruments to deliver be recorded as part of any such written notice of disapproval prior to 5:00 p.m. Eastern Time on November 4, 2011 shall be deemed to constitute Buyer’s approval of financing for the condition of title acquisition of the Property as shown in by Buyer, and (iii) all matters agreed to by the Commitment and parties hereto, shall constitute "Permitted Exceptions". (e) Notwithstanding anything contained herein to the Surveycontrary, excepting Liquidated Liens (except as hereinafter defined)limited, which Liquidated Liens Seller shall be responsible obligated to pay expend whatever sums are required to remove or obtain affirmative coverage for the following Title Defects ("Monetary Encumbrances") prior to, or at, the Closing: (i) all mortgages, security deeds or other security instruments encumbering the Real Property; (ii) all past due ad valorem taxes and satisfy (or otherwise obtain the discharge and release of the Property therefrom) at Closing (subject to any adjustments assessments of any kind, whether or not of record, which constitute, or may constitute, a lien against the Real Property (to the extent that such items, such as real estate taxes assessments can be cured by the payment of money); (iii) judgments against Seller (which do not result from acts or omissions on the part of Buyer) which have attached to and water and sewer rents, expressly provided for hereunder)become a Lien against the Real Property; and (iv) any other monetary encumbrances or liens (which do not result from acts or omissions on the part of Buyer) attaching to the Property.