Common use of TITLE CONTINGENCY Clause in Contracts

TITLE CONTINGENCY. Purchaser's obligation to purchase the Property is subject to its obtaining within fifteen (15) days after the Effective Date a commitment for an Owner's Title Insurance Policy (the "Title Commitment"), dated not earlier than the Effective Date of this Agreement, issued by the Title Company, together with such copies of all items and documents referred to in the Title Commitment. The Title Commitment will commit the Title Company to issue the Owner's Title Policy to Purchaser at the Closing in the amount of the Purchase Price. Purchaser shall use its best efforts to obtain the Title Commitment. Purchaser shall deliver a copy of the Title Commitment to Seller immediately upon Purchaser's receipt thereof. Purchaser shall have until five (5) days after its receipt thereof to state any objections in writing. This contingency shall be deemed satisfied or waived if such written notice of objection is not provided by Purchaser on or before the expiration of such five-day period. Such written notice of objection shall state all of Purchaser's objections with specificity. Upon receipt of such notice, Seller may, but shall not be obligated to, cure such objection. If Seller cures such objections within 15 days, or, if such objections are such that they cannot be cured within 15 days and Seller has commenced curing such objections and thereafter diligently proceeds to perfect such cure, then this Agreement shall continue in full force and effect and the Closing Date shall be adjusted accordingly. If Seller is unable or chooses not to cure such objections within the time permitted, then this Agreement shall terminate, and Seller shall instruct the Escrow Agent to return the Initial Deposit to Purchaser, and neither party shall have any further obligations hereunder except for the Surviving Covenants. Notwithstanding the foregoing, however, Purchaser may waive such objections that Seller is unable or chooses not to cure within 10 days after receipt of a notice that Seller is unable or chooses not to cure such objections, and upon receipt by Seller of such waiver in full from Purchaser, this Agreement shall remain in full force and effect with no reduction in the Purchase Price. If requested by Seller, Purchaser will confirm in writing whether this title contingency has been satisfied and, if so, the date on which it was satisfied. Seller assumes no obligations to Purchaser with respect to matters disclosed as title exceptions in the Title Commitment. Purchaser shall promptly deliver to Seller a copy of the Title Commitment upon Purchser's receipt thereof.

TITLE CONTINGENCY. Purchaser's obligation Buyer shall satisfy itself prior to purchase expiration of the Property Due Diligence Period that an ALTA Form Owner’s Title Policy of title insurance (“Owner’s Policy”) in the face amount of the Purchase Price is subject available on terms and conditions satisfactory to Buyer in its obtaining within fifteen sole discretion. Unless Buyer gives written notice (15“Title Disapproval Notice “) that it disapproves the exceptions to title shown on the Title Report or the matters disclosed by the Updated Survey, stating the exceptions so disapproved, not later than four (4) days after prior to the Effective expiration of the Due Diligence Period, Buyer shall be conclusively deemed to have approved the Updated Survey and the Title Report. Upon receipt by Seller of a Title Disapproval Notice given in a timely manner, Seller shall have until two (2) days from receipt of such Title Disapproval Notice within which to notify Buyer (being a “Seller Response Notice”) as to each properly disapproved matter either that: (i) Seller elects not to cause such disapproved matter to be removed as of the Closing Date a commitment for an Owner's Title Insurance Policy (the "Title Commitment"or otherwise take any action with respect thereto), dated not earlier than or (ii) Seller intends to either: (a) use commercially reasonable efforts to cause such disapproved matter to be removed or released on the Effective Date of this Agreement, issued by the Title Company, together with such copies of all items and documents referred Closing Date; or (b) use commercially reasonable efforts to in the Title Commitment. The Title Commitment will commit cause the Title Company to issue the Owner's Title Policy to Purchaser at bond, insure or endorse over such disapproved matter; provided, however, Seller shall have no liability if for any reason, after electing either choice under (ii) above, such additional disapproved matters are not removed, released, bonded, insured or endorsed over as aforesaid as of the Closing Date. If Seller has provided a Seller Response Notice to Buyer stating that Seller will not remove, release or otherwise correct such disapproved exceptions or will not correct any disapproved Survey or Updated Survey matter or if Seller has not provided a Seller Response Notice to Buyer (which shall be deemed an election by Seller not to take any action with respect to such items), then Buyer may elect in writing not later than the expiration of the Due Diligence Period, either to waive Buyer’s objection to such disapproved exceptions or Survey or Updated Survey matter or to terminate this Agreement. If Buyer shall fail to make such election, then Buyer shall be deemed to have waived its objections to such disapproved exceptions or Updated Survey matters. In the event Buyer shall elect in writing to terminate this Agreement, the Initial Deposit (minus the Independent Consideration) shall be promptly delivered by the Title Company to Buyer, and the parties shall have no further obligations or liabilities hereunder (except for any obligations or liabilities that expressly survive termination of this Agreement). All exceptions in the amount Title Report and matters on the Updated Survey that are approved or deemed approved by Buyer pursuant to this subsection B are hereinafter collectively referred to as “Permitted Exceptions.” Notwithstanding anything to the contrary set forth in this Agreement, Buyer shall be obligated to accept title to the Property, subject to (1) the Permitted Exceptions, (2) the “New Matters” (as defined and approved, or deemed approved, pursuant to subsection C below), (3) real estate taxes and assessments not yet due and payable, (4) the printed exceptions which appear in the standard form owner’s policy of title insurance issued by Title Company in the Purchase Price. Purchaser shall use its best efforts to obtain the Title Commitment. Purchaser shall deliver a copy State of the Title Commitment to Seller immediately upon Purchaser's receipt thereof. Purchaser shall have until five Washington, and (5) days after its receipt thereof to state any objections in writingall building, signage and zoning ordinances, laws, regulations and restrictions by municipal and other governmental authorities (the foregoing being the “Permitted Encumbrances”). This contingency shall be deemed satisfied Notwithstanding the foregoing or waived if such written notice the terms of objection is not provided by Purchaser Section 4C below, on or before the expiration of such five-day period. Such written notice of objection shall state all of Purchaser's objections with specificity. Upon receipt of such noticeClosing Date, Seller mayshall cause any liens securing the repayment of loans (together with any prepayment premiums), but shall not be obligated to, cure such objection. If Seller cures such objections within 15 days, or, if such objections are such that they cannot be cured within 15 days and Seller has commenced curing such objections and thereafter diligently proceeds to perfect such cure, then this Agreement shall continue in full force and effect and the Closing Date shall be adjusted accordingly. If Seller is unable or chooses not to cure such objections within the time permitted, then this Agreement shall terminate, and Seller shall instruct the Escrow Agent to return the Initial Deposit to Purchaser, and neither party shall have any further obligations hereunder except mechanic’s liens for the Surviving Covenants. Notwithstanding the foregoing, however, Purchaser may waive such objections that Seller is unable or chooses not to cure within 10 days after receipt of a notice that Seller is unable or chooses not to cure such objections, and upon receipt work performed by Seller of such waiver in full from Purchaser, this Agreement shall remain in full force and effect with no reduction in any tax or judgment liens or mechanic’s lien against Seller to be removed as exceptions to title (or bond or obtain a title endorsement over the Purchase Price. If requested by Seller, Purchaser will confirm in writing whether this title contingency has been satisfied and, if so, the date on which it was satisfied. Seller assumes no obligations to Purchaser with respect to matters disclosed as title exceptions in the Title Commitment. Purchaser shall promptly deliver to Seller a copy of the Title Commitment upon Purchser's receipt thereofsame).

TITLE CONTINGENCY. PurchaserWithin five (5) business days after the Effective Date, Seller shall deliver or cause to be delivered to Buyer preliminary title report (the “Commitment") for a standard owner's obligation to purchase title insurance policy for the Property is subject to its obtaining within issued by the Title Company using a nationally recognized title insurance underwriter, together with copies of the instruments listed in the schedule of exceptions in such Commitment. Buyer shall have until the later of sixty (60) days from the Effective Date or fifteen (15) days after receipt of the Effective Date Commitment to deliver to Seller in writing any objection to a commitment for an Ownermatter shown on the Commitment which materially affects the Property or Buyer's Title Insurance Policy use of the Property (the "Title CommitmentObjections"). If Buyer fails to deliver timely notice of Title Objections to Seller, dated Buyer shall be deemed to have fully accepted the Commitment and all matters disclosed therein. If Buyer timely delivers Title Objections, Seller shall have fifteen (15) days after receipt of Buyer's objection notice to notify Buyer in writing what, if anything, Seller shall do to cure the Title Objections. Failure of Seller to respond within said period shall indicate that Seller elects not earlier than to cure the Effective Date Title Objections. Seller shall have no obligation to cure any Title Objection or incur any expense with respect thereto. If Seller elects not to cure one or more of the Title Objections, Buyer shall have five (5) business days to deliver notice to Seller terminating this AgreementContract, issued in which event the ▇▇▇▇▇▇▇ Money Deposit money shall be forfeited by Buyer in favor of Seller and the parties shall have no further obligations hereunder except those provisions that expressly survive. If Seller pursues a cure and is unable to cure a Title Objection by the End of the Due Diligence Period, then Buyer shall have the option to either terminate this Contract (in which case the ▇▇▇▇▇▇▇ Money Deposit shall be deemed forfeited by Buyer in favor of Seller and the parties shall have no further obligations hereunder except those provisions that expressly survive), or close on the purchase of the Property with no Purchase Price reduction, in which case Buyer is deemed to have accepted any uncured Title CompanyObjections and waived any rights against Seller relating thereto. Notwithstanding anything to the contrary herein, together with such copies the following matters shall be deemed "Permitted Exceptions" and Buyer shall have no right to object to any of all items said matters on the Commitment: a. municipal and documents referred to zoning ordinances and agreements entered under them, building and use restrictions and covenants, and State and/or Federal statutes and regulations; b. recorded easements for the distribution of utility and municipal services; c. property taxes and special assessments levied in the Title Commitmentyear of Closing and subsequent years; and d. such other matters as disclosed by the Commitment and waived or deemed waived by Buyer pursuant to this paragraph 5. The Title Commitment will commit At Closing, Seller shall cause the Title Company to issue the Ownera current owner's Title Policy to Purchaser at the Closing title insurance policy ( standard form) in the amount of the Purchase Price. Purchaser shall use its best efforts to obtain Price insuring Buyer as the Title Commitment. Purchaser shall deliver a copy fee simple owner of the Title Commitment to Seller immediately upon Purchaser's receipt thereof. Purchaser shall have until five (5) days after its receipt thereof to state any objections in writing. This contingency shall be deemed satisfied or waived if such written notice Realty as of objection is not provided by Purchaser on or before the expiration of such five-day period. Such written notice of objection shall state all of Purchaser's objections with specificity. Upon receipt of such notice, Seller may, but shall not be obligated to, cure such objection. If Seller cures such objections within 15 days, or, if such objections are such that they cannot be cured within 15 days and Seller has commenced curing such objections and thereafter diligently proceeds to perfect such cure, then this Agreement shall continue in full force and effect and the Closing Date shall be adjusted accordingly. If Seller is unable or chooses not to cure such objections within the time permitted, then this Agreement shall terminate, and Seller shall instruct the Escrow Agent to return the Initial Deposit to Purchaser, and neither party shall have any further obligations hereunder except for the Surviving Covenants. Notwithstanding the foregoing, however, Purchaser may waive such objections that Seller is unable or chooses not to cure within 10 days after receipt of a notice that Seller is unable or chooses not to cure such objections, and upon receipt by Seller of such waiver in full from Purchaser, this Agreement shall remain in full force and effect with no reduction in the Purchase Price. If requested by Seller, Purchaser will confirm in writing whether this title contingency has been satisfied and, if so, the date on which it was satisfied. Seller assumes no obligations of recording the deed, subject to Purchaser with respect to matters disclosed as title exceptions in the Permitted Exceptions ("Title Commitment. Purchaser shall promptly deliver to Seller a copy of the Title Commitment upon Purchser's receipt thereofPolicy").

TITLE CONTINGENCY. Purchaser's obligation to purchase As of the Property is subject to Effective Date, Seller shall provided Buyer a copy of its obtaining within most recent title policy along with the most recent survey Seller has in its possession (the “Original Title Report”). Within fifteen (15) days after following the Effective Date a commitment for Date, Buyer shall provide Seller with an Owner's Title Insurance Policy updated title report, including all accompanying documents (the "“Title Commitment")Report”) and Buyer’s objections thereto, dated such objections stating all of Buyer’s objections with specificity and being limited to matters that (1) did not earlier than appear on the Effective Date of this Agreement, issued by Original Title Report or (2) would render title to the Title Company, together with such copies of all items and documents referred to in the Title Commitment. The Title Commitment will commit the Title Company to issue the Owner's Title Policy to Purchaser at the Closing in the amount of the Purchase Price. Purchaser shall use its best efforts to obtain the Title Commitment. Purchaser shall deliver a copy of the Title Commitment to Seller immediately upon Purchaser's receipt thereof. Purchaser shall have until five (5) days after its receipt thereof to state any objections in writingReal Property unmerchantable. This contingency shall be deemed satisfied or waived if such written notice of objection is not provided received by Purchaser Seller on or before the expiration time required in the preceding sentence. If Buyer requests extended coverage, such coverage shall be at the sole cost and expense of such five-day period. Such written notice of objection the Buyer and not the Seller, and satisfaction thereof shall state all of Purchaser's objections with specificitynot delay Closing. Upon receipt of such notice, Seller may, but shall not be obligated to, cure such objectionobjections. If Seller cures such objections within 15 fifteen (15) days, or, if such objections are such that they cannot be cured within 15 fifteen (15) days and but Seller has commenced curing such objections and thereafter diligently proceeds to perfect such cure, then this Agreement shall continue in full force and effect and the Closing Date shall be adjusted accordingly. If Seller is unable or chooses not to cure such objections within by the time permittedClosing Date, then Buyer may either accept title as may be given as aforesaid without reduction or abatement in purchase price or terminate this Agreement shall terminateAgreement, and in which case Seller shall instruct the Escrow Agent to return the Initial Deposit to PurchaserBuyer, and neither party shall have any further obligations hereunder except for the Surviving Covenants. Notwithstanding the foregoing, however, Purchaser may waive such objections that Seller is unable or chooses not to cure within 10 days after receipt of a notice that Seller is unable or chooses not to cure such objections, and upon receipt by Seller of such waiver in full from Purchaser, this Agreement shall remain in full force and effect with no reduction in the Purchase Price. If requested by Seller, Purchaser will confirm in writing whether this title contingency has been satisfied and, if so, the date on which it was satisfied. Seller assumes no obligations to Purchaser with respect to matters disclosed as title exceptions in the Title Commitment. Purchaser shall promptly deliver to Seller a copy of the Title Commitment upon Purchser's receipt thereof.

TITLE CONTINGENCY. Purchaser's obligation to purchase the Property is subject to its obtaining within fifteen (15) days Promptly after the Effective Date execution of this Agreement, Purchaser shall obtain a commitment for an Owner's Title Insurance Policy (the "Title Commitment"), dated not earlier than the Effective Date of this Agreementat Purchaser's sole expense, issued by the Title Company, together with such legible copies of all items and documents referred to in the Title Commitment. The Title Commitment will commit the Title Company to issue the Owner's Title Policy to Purchaser at the Closing in the amount of the Purchase Price. Purchaser shall use its best efforts to obtain the Title Commitment. Purchaser shall deliver a copy Upon receipt of the Title Commitment to Seller immediately upon and accompanying documents by Purchaser's receipt thereof. , Purchaser shall have until five (5) days after its receipt thereof the last day of the Feasibility Period to state any objections in writing. This contingency shall be deemed satisfied or waived if such written notice of objection is not provided received by Purchaser Seller before 5:00 p.m. Eastern Time on or before the expiration of such five-day perioddate. Such written notice of objection shall state all of Purchaser's objections with specificity. Upon receipt of such notice, Seller may, but shall not be obligated to, cure such objectionobjections; provided, however that Seller agrees to remove any mortgages and remove or bond over any liens that are due and payable prior to the Closing Date. If Seller cures such objections within 15 fifteen (15) days, or, if such objections are such that they cannot be cured within 15 fifteen (15) days and Seller has commenced curing such objections and thereafter diligently proceeds to perfect such cure, then this Agreement shall continue in full force and effect and the Closing Date shall be adjusted accordingly. If Seller is unable or chooses not to cure such objections within the time permitted, then this Agreement shall terminate, and Seller shall instruct the Escrow Agent Holder to return the Initial Deposit to Purchaser, less one-half of any escrow fee charged by the Escrow Holder, and neither party shall have any further obligations hereunder except for the Surviving Covenants. Notwithstanding the foregoing, however, Purchaser may waive such objections that Seller is unable or chooses not to cure within 10 ten (10) days after receipt of a notice that Seller is unable or chooses not to cure such objections, and upon receipt by Seller of such waiver in full from Purchaser, this Agreement shall remain in full force and effect with no reduction in the Purchase Price. If requested by Seller, Purchaser will confirm in writing whether this title contingency has been satisfied and, if so, the date on which it was satisfied. Seller assumes no obligations to Purchaser with respect to matters disclosed as title exceptions in the Title Commitment. Purchaser shall promptly deliver to Seller a copy of the Title Commitment upon Purchser's receipt thereof.

TITLE CONTINGENCY. Purchaser's obligation to purchase the Property is subject to its obtaining within fifteen Within ten (1510) days after the Effective Date a commitment for an Owner's Title Insurance Policy (the "Title Commitment"), dated not earlier than following the Effective Date of this Agreement, issued by Seller shall cause to be delivered to Buyer a preliminary title report on the Property ("Title CompanyReport"), together with such copies of all items exceptions thereon and documents referred to in the Title Commitment. The Title Commitment will commit the Title Company to issue the Owner's Title Policy to Purchaser at the Closing in the amount of the Purchase Price. Purchaser shall use its best efforts to obtain the Title Commitment. Purchaser shall deliver a copy of the Title Commitment to Seller immediately upon PurchaserSeller's receipt thereofexisting as-built Survey (herein so called). Purchaser Buyer shall have until five fifteen (515) days after receipt of the Title Report, exception documents and the Survey (the "Objection Period") in which to approve or disapprove of or object to, any items or matters whether or not disclosed therein. If, during the Objection Period, Buyer shall fail to give written notice to Seller of any such item(s) or matter(s) to which Buyer objects, Buyer shall have waived its receipt thereof rights to state object to any objections in writingsuch items or matters. This contingency Those items or matters to which Buyer has not objected (or waived, as hereinafter provided) shall be deemed satisfied referred to individually as a "Permitted Exception" and collectively as the "Permitted Exceptions." If Buyer shall object to any such items or waived if matters during such Objection Period, then Seller, during the ten (10) day period (the "Cure Period") immediately thereafter may (a) cure or correct such objections to Buyer's reasonable satisfaction, but without any obligation to do so (save and except any liens encumbering the Property, which Seller shall cause to be released, both in fact and of record, prior to or at Closing whether or not Buyer objects to same hereunder), or (b) deliver written notice (the "Cure Response") to Buyer as to which objections Seller will and/or will not cure prior to or at Closing. If Seller shall fail during the Cure Period to cure or correct any of objection is not provided by Purchaser Buyer's objections or to commit to do so in the written Cure Response, then Buyer may, at any time prior to the period expiring on or before the later to occur of (i) ten (10) days after the expiration of such five-day period. Such the Cure Period, or (ii) the expiration of the inspection contingencies set forth in subparagraph (b), elect to terminate this Agreement by delivering written notice of objection thereof to Seller, whereupon the Deposit shall state all of Purchaser's objections with specificity. Upon receipt of be returned to Buyer, and, upon such noticereturn, Seller may, but shall not be obligated to, cure such objection. If Seller cures such objections within 15 days, or, if such objections are such that they cannot be cured within 15 days Buyer and Seller has commenced curing such objections and thereafter diligently proceeds shall have no further obligations hereunder. In the event that Buyer does not timely elect to perfect such cure, then terminate this Agreement shall continue in full force accordance with the previous sentence, each item or matter to which Buyer has objected and effect and the which Seller has not cured or committed in writing to cure at or prior to Closing Date shall be adjusted accordinglywaived by Buyer and shall constitute an additional Permitted Exception. If Seller This contingency is unable or chooses not to cure such objections within the time permitted, then this Agreement shall terminate, and Seller shall instruct the Escrow Agent to return the Initial Deposit to Purchaser, and neither party shall have any further obligations hereunder except for the Surviving Covenants. Notwithstanding the foregoingbenefit of Buyer and may, howevertherefore, Purchaser may waive such objections that Seller is unable be waived in part or chooses not to cure within 10 days after receipt of a notice that Seller is unable or chooses not to cure such objections, and upon receipt all by Seller of such waiver in full from Purchaser, this Agreement shall remain in full force and effect with no reduction in the Purchase Price. If requested by Seller, Purchaser will confirm in writing whether this title contingency has been satisfied and, if so, the date on which it was satisfied. Seller assumes no obligations to Purchaser with respect to matters disclosed as title exceptions in the Title Commitment. Purchaser shall promptly deliver to Seller a copy of the Title Commitment upon Purchser's receipt thereofBuyer.

TITLE CONTINGENCY. PurchaserWithin five (5) business days after the Effective Date, Seller shall deliver or cause to be delivered to Buyer a current preliminary title report (the "Commitment") for a standard owner's obligation to purchase title insurance policy for the Property is subject to its obtaining within issued by the Title Company using a nationally recognized title insurance underwriter, together with copies of the instruments listed in the schedule of exceptions in such Commitment. Buyer shall have until the later of sixty (60) days from the Effective Date or fifteen (15) days after receipt of the Effective Date Commitment to deliver to Seller in writing any objection to a commitment for an Ownermatter shown on the Commitment, which materially affects the Property or Buyer's Title Insurance Policy use of the Property (the "Title CommitmentObjections"). If ▇▇▇▇▇ fails to deliver timely notice of Title Objections to Seller, dated Buyer shall be deemed to have fully accepted the Commitment and all matters disclosed therein. If Buyer timely delivers Title Objections, Seller shall have fifteen (15) days after receipt of ▇▇▇▇▇'s objection notice to notify Buyer in writing what, if anything, Seller shall do to cure the Title Objections. Failure of Seller to respond within said period shall indicate that Seller elects not earlier than to cure the Effective Date Title Objections. Seller shall have no obligation to cure any Title Objection or incur any expense with respect thereto. If Seller elects not to cure one or more of the Title Objections, Buyer shall have five (5) business days to deliver notice to Seller terminating this AgreementContract, issued in which event the ▇▇▇▇▇▇▇ Money Deposit money shall be disbursed to Buyer and the parties shall have no further obligations hereunder except those provisions that expressly survive. If Seller pursues a cure and is unable to cure a Title Objection by the End of the Due Diligence Period, then Buyer shall have the option to either terminate this Contract (in which event the ▇▇▇▇▇▇▇ Money Deposit shall be disbursed to Buyer and the parties shall have no further obligations hereunder except those provisions that expressly survive), or close on the purchase of the Property with no Purchase Price reduction, in which case Buyer is deemed to have accepted any uncured Title CompanyObjections and waived any rights against Seller relating thereto. Notwithstanding anything to the contrary herein, together with such copies the following matters shall be deemed "Permitted Exceptions" and Buyer shall have no right to object to any of all items said matters on the Commitment: (a) municipal and documents referred to zoning ordinances and agreements entered under them, building and use restrictions and covenants, and State and/or Federal statutes and regulations; (b) recorded easements for the distribution of utility and municipal services; (c) property taxes and special assessments levied in the Title Commitmentyear of Closing and subsequent years; and (d) such other matters as disclosed by the Commitment and waived or deemed waived by Buyer pursuant to this paragraph 5. The Title Commitment will commit At Closing, Seller shall cause the Title Company to issue the Ownera current owner's Title Policy to Purchaser at the Closing title insurance policy in the amount of the Purchase Price. Purchaser shall use its best efforts Price allocated to obtain the Title Commitment. Purchaser shall deliver a copy Realty insuring Buyer as the fee simple owner of the Title Commitment to Seller immediately upon Purchaser's receipt thereof. Purchaser shall have until five (5) days after its receipt thereof to state any objections in writing. This contingency shall be deemed satisfied or waived if such written notice Realty as of objection is not provided by Purchaser on or before the expiration of such five-day period. Such written notice of objection shall state all of Purchaser's objections with specificity. Upon receipt of such notice, Seller may, but shall not be obligated to, cure such objection. If Seller cures such objections within 15 days, or, if such objections are such that they cannot be cured within 15 days and Seller has commenced curing such objections and thereafter diligently proceeds to perfect such cure, then this Agreement shall continue in full force and effect and the Closing Date shall be adjusted accordingly. If Seller is unable or chooses not to cure such objections within the time permitted, then this Agreement shall terminate, and Seller shall instruct the Escrow Agent to return the Initial Deposit to Purchaser, and neither party shall have any further obligations hereunder except for the Surviving Covenants. Notwithstanding the foregoing, however, Purchaser may waive such objections that Seller is unable or chooses not to cure within 10 days after receipt of a notice that Seller is unable or chooses not to cure such objections, and upon receipt by Seller of such waiver in full from Purchaser, this Agreement shall remain in full force and effect with no reduction in the Purchase Price. If requested by Seller, Purchaser will confirm in writing whether this title contingency has been satisfied and, if so, the date on which it was satisfied. Seller assumes no obligations of recording the deed, subject to Purchaser with respect to matters disclosed as title exceptions in the Permitted Exceptions ("Title Commitment. Purchaser shall promptly deliver to Seller a copy of the Title Commitment upon Purchser's receipt thereofPolicy").

TITLE CONTINGENCY. PurchaserWithin five (5) business days after the Effective Date, Seller shall deliver or cause to be delivered to Buyer preliminary title report (the “Commitment") for a standard owner's obligation to purchase title insurance policy for the Property is subject to its obtaining within issued by the Title Company using a nationally recognized title insurance underwriter, together with copies of the instruments listed in the schedule of exceptions in such Commitment. Buyer shall have until the later of sixty (60) days from the Effective Date or fifteen (15) days after receipt of the Effective Date Commitment to deliver to Seller in writing any objection to a commitment for an Ownermatter shown on the Commitment which materially affects the Property or Buyer's Title Insurance Policy use of the Property (the "Title CommitmentObjections"). If Buyer fails to deliver timely notice of Title Objections to Seller, dated Buyer shall be deemed to have fully accepted the Commitment and all matters disclosed therein. If Buyer timely delivers Title Objections, Seller shall have fifteen (15) days after receipt of Buyer's objection notice to notify Buyer in writing what, if anything, Seller shall do to cure the Title Objections. Failure of Seller to respond within said period shall indicate that Seller elects not earlier than to cure the Effective Date Title Objections. Seller shall have no obligation to cure any Title Objection or incur any expense with respect thereto. If Seller elects not to cure one or more of the Title Objections, Buyer shall have five (5) business days to deliver notice to Seller terminating this AgreementContract, issued in which event the ▇▇▇▇▇▇▇ Money Deposit money shall be disbursed to Seller and the parties shall have no further obligations hereunder except those provisions that expressly survive. If Seller pursues a cure and is unable to cure a Title Objection by the End of the Due Diligence Period, then Buyer shall have the option to either terminate this Contract (in which case the ▇▇▇▇▇▇▇ Money Deposit shall disbursed to Seller and the parties shall have no further obligations hereunder except those provisions that expressly survive), or close on the purchase of the Property with no Purchase Price reduction, in which case Buyer is deemed to have accepted any uncured Title CompanyObjections and waived any rights against Seller relating thereto. Notwithstanding anything to the contrary herein, together with such copies the following matters shall be deemed "Permitted Exceptions" and Buyer shall have no right to object to any of all items said matters on the Commitment: a. municipal and documents referred to zoning ordinances and agreements entered under them, building and use restrictions and covenants, and State and/or Federal statutes and regulations; b. recorded easements for the distribution of utility and municipal services; c. property taxes and special assessments levied in the Title Commitmentyear of Closing and subsequent years; and d. such other matters as disclosed by the Commitment and waived or deemed waived by Buyer pursuant to this paragraph 5. The Title Commitment will commit At Closing, Seller shall cause the Title Company to issue the Ownera current owner's Title Policy to Purchaser at the Closing title insurance policy (standard form) in the amount of the Purchase Price. Purchaser shall use its best efforts to obtain Price insuring Buyer as the Title Commitment. Purchaser shall deliver a copy fee simple owner of the Title Commitment to Seller immediately upon Purchaser's receipt thereof. Purchaser shall have until five (5) days after its receipt thereof to state any objections in writing. This contingency shall be deemed satisfied or waived if such written notice Realty as of objection is not provided by Purchaser on or before the expiration of such five-day period. Such written notice of objection shall state all of Purchaser's objections with specificity. Upon receipt of such notice, Seller may, but shall not be obligated to, cure such objection. If Seller cures such objections within 15 days, or, if such objections are such that they cannot be cured within 15 days and Seller has commenced curing such objections and thereafter diligently proceeds to perfect such cure, then this Agreement shall continue in full force and effect and the Closing Date shall be adjusted accordingly. If Seller is unable or chooses not to cure such objections within the time permitted, then this Agreement shall terminate, and Seller shall instruct the Escrow Agent to return the Initial Deposit to Purchaser, and neither party shall have any further obligations hereunder except for the Surviving Covenants. Notwithstanding the foregoing, however, Purchaser may waive such objections that Seller is unable or chooses not to cure within 10 days after receipt of a notice that Seller is unable or chooses not to cure such objections, and upon receipt by Seller of such waiver in full from Purchaser, this Agreement shall remain in full force and effect with no reduction in the Purchase Price. If requested by Seller, Purchaser will confirm in writing whether this title contingency has been satisfied and, if so, the date on which it was satisfied. Seller assumes no obligations of recording the deed, subject to Purchaser with respect to matters disclosed as title exceptions in the Permitted Exceptions ("Title Commitment. Purchaser shall promptly deliver to Seller a copy of the Title Commitment upon Purchser's receipt thereofPolicy").

TITLE CONTINGENCY. PurchaserOn or before the Final Title Deadline, (a) Buyer shall attempt to obtain a commitment for, or a pro-forma owner's title insurance policy in the form of, an extended coverage 1992 ALTA Form B Owner's Policy of Title Insurance covering the Property, issued by the Title Company in the State of Virginia, in the face amount of the Purchase Price, which commitment or pro-forma shall (i) show title to the Property to be vested of record in Buyer, (ii) show the Permitted Exceptions to be the only exceptions to title, and (iii) obligate Title Company, upon the satisfaction of its requirements therefore, (a) to delete all general exceptions and printed exceptions which appear in the standard 1992 ALTA Form B Owner's Policy of Title Insurance issued by the Title Company in the State of Virginia, and (b) to issue an Owner's Comprehensive Endorsement 1A Modified, an ALTA Form 3.1 Modified Zoning Endorsement (Completed Structure with Parking), a Contiguity of Parcels Endorsement (if applicable), a Survey Endorsement, an Access Endorsement (Land Abuts Street) and such other endorsements other as may be required by Buyer (and the Title Company shall agree to issue) (the "Final Commitment"), and (b) Buyer shall attempt to obtain a plat of survey of the Property prepared by H▇▇▇▇▇▇▇ Surveyors and made in accordance with the survey specifications listed on Exhibit "L" attached hereto (the "Final Survey"). If, and only if, Buyer is able to obtain the Final Commitment and the Final Survey on or before the Final Title Deadline, a condition precedent to Buyer's obligation to purchase the Property is subject to its obtaining within fifteen (15) days after shall be the Effective Date a commitment for an Owner's Title Insurance Policy (the "Title Commitment"), dated not earlier than the Effective Date willingness of this Agreement, issued by the Title Company, together with such copies of all items and documents referred to in the Title Commitment. The Title Commitment will commit the Title Company to issue to Buyer on the Closing Date an extended coverage owner's title insurance policy ("Owner's Title Policy to Purchaser at the Closing Policy") in the form of the Final Commitment. However, if Buyer is unable to obtain the Final Commitment on or before the Final Title Deadline and Buyer timely elects to proceed with the purchase of the Property, (i) Buyer shall be obligated to accept title to the Property, as insured pursuant to a 1992 ALTA Form B Owner's Policy of Title Insurance issued by Title Company in the State of Virginia, in the face amount of the Purchase Price. Purchaser shall use its best efforts , showing title to obtain the Title Commitment. Purchaser shall deliver a copy Property to be vested of record in Buyer, subject only to the Permitted Exceptions and to such other exceptions (if any) and together with the benefit of the coverages and endorsements, as provided in the last version of the title commitment or pro forma title policy provided to Buyer by Title Commitment Company prior to Seller immediately upon Purchaserthe Final Title Deadline (the "Owner's receipt thereof. Purchaser shall have until five Policy"), and (5ii) days after its receipt thereof to state any objections in writing. This contingency shall be deemed satisfied or waived if such written notice of objection is not provided by Purchaser on or before the expiration issuance of such five-day period. Such written notice of objection shall state all of PurchaserOwner's objections with specificity. Upon receipt of such notice, Seller may, but shall not be obligated to, cure such objection. If Seller cures such objections within 15 days, or, if such objections are such that they cannot be cured within 15 days and Seller has commenced curing such objections and thereafter diligently proceeds Policy to perfect such cure, then this Agreement shall continue in full force and effect and Buyer on the Closing Date as provided in this sentence shall be adjusted accordingly. If Seller is unable or chooses not a condition precedent to cure such objections within Buyer's obligation to purchase the time permitted, then this Agreement shall terminate, and Seller shall instruct the Escrow Agent to return the Initial Deposit to Purchaser, and neither party shall have any further obligations hereunder except for the Surviving Covenants. Notwithstanding the foregoing, however, Purchaser may waive such objections that Seller is unable or chooses not to cure within 10 days after receipt of a notice that Seller is unable or chooses not to cure such objections, and upon receipt by Seller of such waiver in full from Purchaser, this Agreement shall remain in full force and effect with no reduction in the Purchase Price. If requested by Seller, Purchaser will confirm in writing whether this title contingency has been satisfied and, if so, the date on which it was satisfied. Seller assumes no obligations to Purchaser with respect to matters disclosed as title exceptions in the Title Commitment. Purchaser shall promptly deliver to Seller a copy of the Title Commitment upon Purchser's receipt thereofProperty.