Title Report Seller has delivered to Buyer a copy of a preliminary title report ("PRELIMINARY TITLE REPORT") order number 01014685 dated August 9, 1996 covering the Property from Central Valley Title Company, as agent for S▇▇▇▇▇▇ Title Guaranty Company (which company, in its capacity as title insurer hereunder, is herein called the "TITLE COMPANY"). In addition, Seller has delivered to Buyer a copy of a survey of the Property dated March 26, 1996, prepared by Siegfried Engineering, which survey shall be certified to Buyer ("SURVEY"). Buyer has approved the exceptions to title shown on the Preliminary Title Report and the matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the date hereof shall be a condition precedent to Buyer's obligation to purchase the Property (Buyer hereby agreeing that its approval of such matters shall not be unreasonably withheld). Unless Buyer gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 10 days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptions or survey matters. If, for any reason, on or before the Closing Date Seller does not cause such exceptions to title or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate in accordance with paragraph 9 hereof. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over) at Seller's expense: (i) any deeds of trust securing any financing obtained by Seller (other than Bond Documents), (ii) any mechanic's or materialmen's liens for work done by or on behalf of Seller, and (iii) any tax or judgment liens against Seller. Buyer shall have the option to waive the condition precedent set forth in this paragraph 4A(1) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied.
EU SURVEY 5.1. The participant shall complete and submit the online EU Survey after the mobility abroad within 30 calendar days upon receipt of the invitation to complete it.
Title and Survey Review The condition of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;
Survey Buyer may obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey shall be paid by the Buyer. Not later than business days prior to the Closing, Buyer shall notify Seller of any Survey Problems which shall be deemed to be a defect in the title to the Property. Seller shall be required to remedy such defects within If Seller does not or cannot remedy any such defect(s), Buyer shall have the option of canceling this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be returned to Buyer.
Title and Survey Matters 4.1 As soon as practicable after the Closing Date, Seller shall deliver to Purchaser a standard owner's policy of title insurance issued by the Title Insurer/Escrow Agent ("TITLE POLICY"). The Title Policy shall insure marketable title to the Property in the amount of the Purchase Price, free and clear of all liens, encumbrances and exceptions whatsoever, save and except only for those easements, restrictions and other matters of record affecting title to the Property which are Permitted Exceptions (as hereinafter defined).
4.2 Purchaser shall have until the end of the Due Diligence Period (as hereinafter defined) in which to review the title commitment and as-built survey to be delivered by Seller pursuant to Section 5.1, and to obtain any modifications, endorsements or other revisions to either the title commitment or the survey required by Purchaser, at Purchaser's cost. If Purchaser is unable to obtain any modification, endorsement or other revision to the title commitment or survey required by Purchaser, or if any items remain on the title commitment or survey which are not acceptable to Purchaser ("UNPERMITTED EXCEPTIONS"), then on or before the end of the Due Diligence Period, Purchaser shall so notify Seller (an "OBJECTION NOTICE"). Seller has a period of ten (10) days after the date of the Objection Notice in which Seller, using good faith efforts, shall attempt to remove such Unpermitted Matters or remedy same in a manner satisfactory to Purchaser in its sole and absolute discretion, or have the Title Insurer/Escrow Agent commit to insure against loss or damage that may be occasioned by such exceptions (in endorsements satisfactory to Purchaser). If Seller does not cure any Unpermitted Exceptions to Purchaser's satisfaction within such period, then Purchaser may either (a) terminate this Agreement by giving written notice to Seller of such termination not later than five (5) days following the end of the ten (10) day cure period, in which event the ▇▇▇▇▇▇▇ Money, and all interest earned thereon, shall be returned to Purchaser and neither party shall have any further obligations or liabilities hereunder or (b) accept such Unpermitted Exceptions. Any item not specified in the Objection Notice or subsequently accepted by Purchaser shall be a "PERMITTED EXCEPTION". Seller shall be obligated to remove prior to Closing all mortgages and other liens or encumbrances of a definite or ascertainable monetary amount, and if Seller fails to do so, Purchaser may elect to terminate this Agreement. At the Closing, and as a further condition of Purchaser's performance of its obligations hereunder, Seller shall cause the Title Insurer/Escrow Agent to deliver to Purchaser the Title Policy or a marked-up and signed commitment to deliver same.
