Common use of Title Objections Clause in Contracts

Title Objections. Buyer shall have until 11:59 p.m. (Pacific Time) on the Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. No more than five (5) days after Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer in writing of any disapproved title exceptions that Seller is unable or unwilling to cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of the Title Policy as hereinafter defined, in form and content reasonably acceptable to Seller. Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, including as a result of failing to respond within the five (5) days provided above, then Buyer will have five (5) days after its receipt of Seller’s notification (or expiration of said five (5) day period for Seller’s response) to either: (i) waive its objection to the disapproved title exception and cause this Agreement to remain in full force and effect; or (ii) terminate this Agreement in accordance with the provisions of Sections 4.2 and 4.3 above. If Buyer fails to notify Seller of its election of one of the two options stated in the preceding sentence within such 5-day period, then Buyer will be deemed to have waived its objection to any disapproved title exception, and any such exception will be deemed to be a Permitted Exception. Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer, Buyer may deliver to Seller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. If Seller fails to cure all New Objections on or before the Closing Date, Buyer may terminate this Agreement, in which event Sections 4.3(a) through (d) hereof shall apply.

Title Objections. Buyer (a) The parties acknowledge that Seller (at Purchaser's expense) has delivered or caused to be delivered to Purchaser, and Purchaser has had an opportunity to review, title commitment number LT050081 issued by Lawyers Title Insurance Corporation, title commitment number 3605-00046 issued by Chicago Title Insurance Company and title commitment number 3008-74662 issued by First American Title Insurance Company of New York (collectively, the "Title Commitment") for an owner's policy of title insurance with respect to Purchaser's acquisition of the Property. Purchaser shall purchase and accept such owner's policy of title insurance from the Title Companies, as co-insurers, each having the proportionate liabilities (with respect to 50% of the aggregate value of the Title Policy, as selected by Purchaser, and with respect to 50% of the aggregate value of the Title Policy, as selected by Seller) as provided on SCHEDULE 4.1 with First American Title Insurance Company of New York as the lead insurer, and Purchaser shall cause any entity financing Purchaser's acquisition of the Property at Closing to similarly accept its mortgagee's policy of title insurance from the Title Companies on the same proportionate basis. Purchaser has heretofore given Seller notice of Purchaser's objections (the "Title Objections") to those liens, encumbrances or other title exceptions (other than Permitted Encumbrances) revealed by the Title Commitment or has otherwise waived its right to do so. Any liens, encumbrances and other title exceptions appearing on the Title Commitment which have not been expressly objected to in a written notice to Seller prior to the date hereof shall not constitute Title Objections and shall be deemed Permitted Encumbrances. (b) If, on or prior to the Closing Date, any of the Title Companies shall deliver any update to the Title Commitment which discloses additional liens, encumbrances or other title exceptions which were not disclosed by the Title Commitment (each, an "Update Exception"), then Purchaser shall have until 11:59 p.m. the earlier of (Pacific Timex) on the Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. No more than five (5) days Business Days after Seller’s receipt delivery of any such notice of disapproval from Buyerupdate or (y) the Business Day immediately preceding the Closing Date (or, Seller shall notify Buyer in writing of any disapproved title exceptions that Seller is unable or unwilling to cause to be removed or insured against prior to or at Closing; providedif the update was not delivered until the Closing Date, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payableClosing Date), and time being of the essence (the "Update Objection Date") to deliver notice to Seller objecting to any judgments against Seller that affect of the Property; (ii) satisfy the Title Company as Update Exceptions. If Purchaser fails to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute deliver such affidavits as are reasonably requested objection notice by the Title Company to cause the issuance of the Title Policy as hereinafter definedUpdate Objection Date, in form and content reasonably acceptable to Seller. Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, including as a result of failing to respond within the five (5) days provided above, then Buyer will have five (5) days after its receipt of Seller’s notification (or expiration of said five (5) day period for Seller’s response) to either: (i) waive its objection to the disapproved title exception and cause this Agreement to remain in full force and effect; or (ii) terminate this Agreement in accordance with the provisions of Sections 4.2 and 4.3 above. If Buyer fails to notify Seller of its election of one of the two options stated in the preceding sentence within such 5-day period, then Buyer will Purchaser shall be deemed to have waived its objection right to object to any disapproved title exceptionUpdate Exceptions (and the same shall not be deemed Title Objections and shall be deemed Permitted Encumbrances). If Purchaser shall deliver such objection notice by the Update Objection Date, any Update Exceptions which are not objected to in such notice shall not constitute Title Objections and shall be deemed Permitted Encumbrances. (c) Purchaser shall not be entitled to object to, and any such exception will shall be deemed to have approved, any liens, encumbrances or other title exceptions (and the same shall not constitute Title Objections but shall be a deemed Permitted Exception. Buyer shall have Encumbrances) (1) over which the right Title Companies are willing to update its title and survey examinations insure (without additional cost to Purchaser), (2) against which the Title Companies are willing to provide affirmative insurance (without additional cost to Purchaser), or (3) which will be extinguished upon the transfer of the Property until (collectively, the "Non-Objectionable Encumbrances"). Notwithstanding anything to the contrary contained herein, if Seller is unable to eliminate the Title Objections set forth in the Title Commitment or any update thereto by the Scheduled Closing Date, and unless the same are waived by Purchaser without any abatement in the event that Purchase Price, Seller may, upon at least two (2) Business Days' prior notice (the "Title Cure Notice") to Purchaser (except with respect to matters first disclosed during such update or examinations disclose two (2) Business Day period, as to which matters notice may be given at any matters not identified in time through and including the original PTR delivered Scheduled Closing Date) adjourn the Scheduled Closing Date (such date to Buyer (a “New Objection”which Seller adjourns the Scheduled Closing Date is herein referred to as the "Adjourned Closing Date"), provided such New Objection was for a period not caused by Buyer, Buyer may deliver to Seller a statement of any New Objections, and Seller shall have until exceed ninety (90) days ("the Closing Date to cure any New Objections. If Seller fails to cure all New Objections on or before the Closing Date, Buyer may terminate this AgreementTitle Cure Period"), in which event Sections 4.3(a) through (d) hereof shall applyorder to attempt to eliminate such exceptions.

Title Objections. Buyer shall have until 11:59 p.m. Purchaser previously delivered its notice of title and survey objections to Seller in accordance with Section 4(a) of the Agreement. Such notice included objections to the Chesterfield, Michigan title commitment File No. 14000070840 issued by ▇▇▇▇▇▇▇ Title Guaranty Company (Pacific Timethe “Commitment”) and the related survey relating to a certain Facility known as Prestige Commons located in Chesterfield, Michigan (the “Chesterfield Property”). In particular, Purchaser specifically objected to an encroachment of the building into a Detroit Edison Underground Easement recorded in Book 16223, page 822 of the public records (the “Applicable Easement”), as described in the Commitment, and as depicted on the survey. Seller indicated in its Seller’s Response Notice that Seller will not cure this objection. Accordingly, Purchaser hereby reserves its right to terminate the Agreement solely with respect to the Chesterfield Property, unless at or prior to Closing, Purchaser or Seller is able to obtain one of the following (hereinafter, the “Chesterfield Title Approval Date Condition”): (i) written evidence, in recordable form, that Detroit Edison has permanently abandoned the use of the Applicable Easement, or (ii) a title insurance commitment issued by either ▇▇▇▇▇▇▇ Title, First American Title Insurance Company, or another title insurance company reasonably acceptable to notify Seller in writing of any title exceptions identified Purchaser, with an endorsement in the PTR form of which Buyer disapprovesExhibit A attached hereto or a similar endorsement containing substantially similar coverage for Purchaser. Buyer’s failure In the event the foregoing Chesterfield Title Condition has not been satisfied at the time for the scheduled Closing to give any such notice by occur under the Title Approval Date Agreement, then (w) Purchaser shall constitute Buyer’s approval of be obligated to proceed to Closing (on the condition of title as set forth in the PTR, and schedule date for Closing) with respect to all of the exceptions in other Properties other than the PTR Chesterfield Property, (x) the applicable portion of the Purchase Price allocable to the Chesterfield Property shall not be paid unless and until a closing occurs with respect to the Chesterfield Property, (y) the applicable portion of the Deposit allocable to the Chesterfield Property shall be deemed retained by the Escrow Agent, and (z) the closing solely with respect to the Chesterfield Property shall be Permitted Exceptions. No more than five delayed and shall occur ten (510) business days after Seller’s receipt of any such notice of disapproval from Buyerthe Chesterfield Title Condition has been satisfied, Seller shall notify Buyer in writing of any disapproved title exceptions that Seller is unable or unwilling to cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything that in this Agreement to the contrary, at or before event the Closing, Seller shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than closing on the lien for property taxes Chesterfield Property has not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of the Title Policy as hereinafter defined, in form and content reasonably acceptable to Seller. Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against occurred on or before Closing. If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, including as a result of failing to respond within the five sixty (5) days provided above, then Buyer will have five (560) days after its receipt of Seller’s notification (or expiration of said five (5) day period for Seller’s response) to either: (i) waive its objection to the disapproved title exception and cause this Agreement to remain in full force and effect; or (ii) terminate this Agreement in accordance with closing occurs on the provisions of Sections 4.2 and 4.3 above. If Buyer fails to notify Seller of its election of one remainder of the two options stated in the preceding sentence within such 5-day periodProperties, then Buyer will be deemed to have waived its objection to any disapproved title exception, and any such exception will be deemed to be a Permitted Exception. Buyer either party shall have the right to update its title and survey examinations of terminate the Property until Agreement solely with respect to the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer, Buyer may deliver to Seller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. If Seller fails to cure all New Objections on or before the Closing Date, Buyer may terminate this Agreement, in which event Sections 4.3(a) through (d) hereof shall applyChesterfield Property.

Title Objections. Buyer (a) Within thirty (30) days following the Effective Date, Purchaser shall have until 11:59 p.m. obtain and deliver to Seller a commitment for the issuance of a standard ALTA form owner's policy of title insurance (Pacific Time) the "Title Commitment"), in the amount of the purchase price, issued by Chicago Title Insurance Company (the "Title Company"). Subject to Purchaser's right to make title objections as provided hereinafter in this paragraph, the exceptions shown on Schedule B, Section 2 of the Title Approval Date to notify Seller in writing Commitment shall be deemed the "Permitted Exceptions" for all purposes of any title exceptions identified in the PTR of which Buyer disapprovesthis Agreement. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as The leases set forth in the PTRparagraph 16 hereof, and all of any applicable zoning ordinances, other land use laws and regulations together with taxes for the exceptions in the PTR current tax year shall also be deemed to be Permitted Exceptions. No more than five (5) days after Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer in writing of any disapproved title exceptions that Seller is unable or unwilling to cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to Simultaneously with the contrary, at or before the Closing, Seller shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance delivery of the Title Policy as hereinafter defined, in form and content reasonably acceptable commitment to Seller, Purchaser has the right to deliver to Seller a written statement of any objections to Seller's title. Seller’s silence Seller agrees not to further encumber the Property from and after the Effective Date of this Agreement without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. For purposes of this Agreement, the marketability of title to the Property shall be determined under Georgia law, as to any disapproved supplemented by the title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closingstandards of the State Bar of Georgia. If Purchaser notifies Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exceptionobjections to the marketability of title, including as a result of failing to respond within the five (5) days provided aboveSeller, then Buyer will at Seller's expense, shall have five (5) business days after its receipt to notify Purchaser as to which objections Seller shall correct prior to closing. If Seller does not elect to correct such objections prior to closing, then, at the option of Seller’s notification Purchaser, Purchaser may (or expiration of said five (5) day period for Seller’s response) to either: (i) waive its objection to the disapproved title exception and cause this Agreement to remain in full force and effect; or (iia) terminate this Agreement in accordance with by providing written notice of such termination to Seller on or before the provisions of Sections 4.2 and 4.3 above. If Buyer fails to notify Seller of its election of one expiration of the two options stated in Inspection Period, whereupon the preceding sentence within ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and this Agreement shall be null and void and of no further force or effect, and the parties shall have no further rights, duties, liabilities or obligations hereunder, or (b) proceed to close and take title to the Property subject to such 5-day periodobjectionable matter, then Buyer will which shall be deemed to have waived its objection to any disapproved title exception, and any such exception will be deemed to be a Permitted Exception. Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer, Buyer may deliver to Seller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. If Seller fails to cure all New Objections said objections are cured on or before the Closing Datedate of closing, Buyer may terminate Purchaser shall be obligated to close unless a later encumbrance shall be filed of record on or before the date of closing. Seller shall have the same right to cure or obtain affirmative insurance against said later encumbrance. If such later encumbrance is cured, Purchaser shall thereupon be obligated to close. If any objections to title are not timely made of if Seller is not properly notified, as hereinafter provided, all such objections shall be deemed waived. Purchaser agrees that Seller shall have no obligation to cure any title objections, other than mechanic's or materialman's liens encumbering the Property arising from any act or omission of Seller. For purposes of this Agreement, in which event Sections 4.3(aa title objection shall be deemed cured if the title insurance is induced to remove the item objected to from the Title Commitment such that it no longer appears as an exception thereon or affirmative title insurance coverage is obtained or made available to the Purchaser insuring the objected item at no additional expense to or indemnity from Purchaser. The entire premium and expenses for the Title Commitment and the Owner's policy of title insurance shall be borne by Purchaser, and (b) through (d) hereof shall applyTo enable Seller to make conveyance as herein provided, Seller may at Closing use the Purchase Price or any portion thereof to clear title to any or all encumbrances or interests.

Title Objections. Buyer shall have until 11:59 p.m. (Pacific Time) on the Title Approval Date 5.1 Pursuant to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title those certain letters as set forth on Exhibit Z attached hereto from Purchaser’s counsel to the Contributor’s counsel (the “Title Objection Letters”), Purchasers have notified Contributors of those exceptions and other matters reflected on the Commitments and Surveys which are not acceptable to Purchasers (the "Title Defects"). Each Contributor agrees to cause to be discharged on or prior to Closing all Title Defects pertaining to Liens, encumbrances and other matters shown on the Commitments of a definite or ascertainable amount (the "Removable Liens") and to use its best efforts to cure any other Title Defects. The Title Defects shall not be treated as a Permitted Exception hereunder except as otherwise provided in the PTRthis Section 5.1. Unless previously delivered to Purchasers, and Contributors shall provide responses to all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. No more than Title Objection Letters within five (5) business days after Seller’s receipt of the Effective Date and the parties agree to work together in good faith in order to resolve any such notice of disapproval uncured Title Defects prior to Closing. If Contributors fail to either have the Title Defects deleted from Buyerany Commitment or Survey, Seller shall notify Buyer as the case may be, as evidenced by a revised Commitment or revised Survey, or commit in writing of any disapproved title exceptions that Seller is unable or unwilling to cause to be removed or insured against discharge and remove such Title Defects and Removable Liens prior to or at Closing; provided, howeversatisfactory to Purchasers, notwithstanding anything in Purchasers may: (a) terminate this Agreement with respect to all or any of the Projects by delivery of written notice to Contributors, whereupon either all of the Deposit or a prorated portion of the Deposit, based upon the Agreed Values of those non-terminated Projects as set forth on Exhibit E attached hereto and the agreed values set forth in the Other Contribution Agreement (the “Prorated Deposit”), shall be returned to SCOLP by the Escrow Agent; (b) elect to take title subject to any uncured Title Defects, and credit against the Agreed Values the actual cost incurred or to be incurred by Purchasers to cure such Title Defects or remove the Removable Liens; or (c) extend for up to thirty (30) days the period for Contributors to cure such Title Defects, and if such Title Defects are not deleted during the extended period, Purchasers may then exercise its rights under subparagraphs (a) or (b) above. Notwithstanding anything herein to the contrary, at or before in the Closingevent Contributors are unable to cure any Title Defect, Seller shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy but the Title Company as is able to Seller’s power provide insurable title and/or affirmative coverage for said Title Defect and authority to enter into this Agreement Purchasers have reviewed and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of the Title Policy as hereinafter definedapproved, in form and content reasonably acceptable to Sellertheir sole discretion, the manner in which affirmative coverage for said Title Defect has been obtained, then Purchasers shall accept such insurable title without any credit for such Title Defect. Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to If Contributors cause such exception Title Defects to be removed or insured against on or before Closing. If Seller indicates its unwillingness or inability to cause deleted from the elimination of any disapproved title exceptionCommitments, including as a result of failing to respond the Closing shall be held within the five fourteen (5) days provided above, then Buyer will have five (514) days after its receipt of Seller’s notification (or expiration of said five (5) day period for Seller’s response) to either: (i) waive its objection to the disapproved title exception and cause this Agreement to remain in full force and effect; or (ii) terminate this Agreement in accordance with the provisions of Sections 4.2 and 4.3 above. If Buyer fails to notify Seller of its election of one delivery of the two options stated in the preceding sentence within such 5-day period, then Buyer will be deemed to have waived its objection to any disapproved title exception, revised Commitments and any such exception will be deemed to be a Permitted Exception. Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update Surveys or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer, Buyer may deliver to Seller a statement of any New Objections, and Seller shall have until on the Closing Date to cure any New Objections. If Seller fails to cure all New Objections on or before the Closing Datespecified in Section 16 hereof, Buyer may terminate this Agreement, in which event Sections 4.3(a) through (d) hereof shall applywhichever is later.

Title Objections. Buyer shall have until 11:59 p.m. (Pacific Time) on If the Title Approval Date Commitment discloses title exceptions other than the Permitted Exceptions in the reasonable discretion of Purchaser, interfere with Purchaser’s ability to use or finance the Real Property or materially affects the value of the Property, Purchaser shall notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval its objections thereto within thirty (30) Business Days of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted ExceptionsEffective Date (“Title Objections”). No more than five (5) days after Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer in writing of any disapproved title exceptions that Seller is unable or unwilling to cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of the Title Policy as hereinafter defined, in form and content reasonably acceptable to Seller. Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, including as a result of failing to respond within the five (5) days provided above, then Buyer will have five (5) days after its Business Days from the receipt of such notice (“Seller’s notification (or expiration of said five (5) day period for Seller’s responseRemoval Period”) to eitherhave such title exceptions removed from the Title Commitment and to correct any such survey matters. If Seller fails to timely provide such removal, correction or insurance, one of the following shall occur: (i) waive its objection to the disapproved title exception and cause Purchaser may declare this Agreement null and void by giving written notice to remain in full force Seller within three (3) Business Days after the expiration of Seller’s Removal Period (“Termination Notice”), whereupon the parties hereto shall have no further obligations hereunder (except for those obligations which otherwise survive the termination of this Agreement) and effectthe Deposit shall be returned to Purchaser; or (ii) if Purchaser does not timely give the Termination Notice, any outstanding Title Objections shall become Permitted Exceptions for all purposes hereunder. If Purchaser does not provide Seller with notice of Title Objections within thirty (30) Business Days of the Effective Date, the Title Commitment shall be deemed accepted by Purchaser. If Purchaser does not elect to terminate this Agreement in accordance with pursuant to the provisions terms of Sections 4.2 and 4.3 above. If Buyer fails this Section 5.3, then, prior to notify Seller of its election of one of the two options stated in the preceding sentence within such 5-day period, then Buyer will be deemed to last date that Purchaser could have waived its objection to any disapproved title exception, and any such exception will be deemed to be a Permitted Exception. Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer, Buyer may deliver to Seller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. If Seller fails to cure all New Objections on or before the Closing Date, Buyer may terminate so terminated this Agreement, Purchaser shall have established to its satisfaction the form of Owner’s Title Policy (including any endorsements) that Title Company is prepared to issue to Purchaser at Closing and Closing shall not be conditioned upon Title Company’s willingness to issue an Owner’s Title Policy in which event Sections 4.3(a) through material variance from such form or to issue additional endorsements. Notwithstanding anything to the contrary, Seller shall be obligated to remove at Closing any and all liens secured by deeds of trusts or mortgages securing loans made to Seller and remove or bond over any other voluntary monetary liens created by Seller (d) hereof shall applycollectively “Monetary Liens”).

Title Objections. 5.3.1 Buyer shall have until 11:59 p.m. (Pacific Time) on the Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. . 5.3.2 No more than five (5) days after Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer in writing of any disapproved title exceptions that Seller is unable or unwilling to cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of the Title Policy as hereinafter defined, in form and content reasonably acceptable to Seller. Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. . 5.3.3 If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, including as a result of failing to respond within the five (5) days provided above, then Buyer will have five (5) days after its receipt of Seller’s notification (or expiration of said five (5) day period for Seller’s response) to either: (i) waive its objection to the disapproved title exception and cause this Agreement to remain in full force and effect; or (ii) terminate this Agreement in accordance with the provisions of Sections 4.2 and 4.3 above. If Buyer fails to notify Seller of its election of one of the two options stated in the preceding sentence within such 5-day period, then Buyer will be deemed to have waived its objection to any disapproved title exception, and any such exception will be deemed to be a Permitted Exception. . 5.3.4 Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer, Buyer may deliver to Seller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. If Seller fails to cure all New Objections on or before the Closing Date, Buyer may terminate this Agreement, in which event Sections 4.3(a) through (d) hereof shall apply.

Title Objections. 5.3.1 Buyer shall have until 11:59 p.m. (Pacific Time) on the Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. . 5.3.2 No more than five (5) days after Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer in writing of any disapproved title exceptions that Seller is unable or unwilling to cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of the Title Policy as hereinafter defined, in form and content reasonably acceptable to Seller. Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. . 5.3.3 If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, including as a result of failing to respond within the five (5) days provided above, then Buyer will have five (5) days after its receipt of Seller’s notification (or expiration of said five (5) day period for Seller’s response) to either: (i) waive its objection to the disapproved title exception and cause this Agreement to remain in full force and effect; or (ii) terminate this Agreement in accordance with the provisions of Sections 4.2 and 4.3 above. If Buyer fails to notify Seller of its election of one of the two options stated in the preceding sentence within such 5-day period, then Buyer will be deemed to have waived its objection to any disapproved title exception, and any such exception will be deemed to be a Permitted Exception. . 5.3.4 Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer, Buyer may deliver to Seller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. If Seller fails to cure all New Objections on or before the Closing Date, Buyer may terminate this Agreement, in which event Sections 4.3(a) through (d) hereof shall apply.through

Title Objections. Buyer shall have until 11:59 p.m. (Pacific Timea) To and including that day which is thirty (30) days following the Effective Date (the "Initial Examination Period"), Purchaser may examine title to the Property and obtain a commitment for title insurance (the "Title Commitment") and notify Seller of any encumbrances, exceptions or matters appearing on the Title Approval Date Commitment rendering title unmarketable as of the date thereof, other than the Existing Title Exceptions, and Purchaser shall provide a copy of the Title Commitment to Seller within a reasonable period of time after receipt thereof by Purchaser. Following the Effective Date, Seller agrees not to further voluntarily encumber the Property without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. For purposes of this Contract, the marketability of title to the Property shall be determined under Georgia law, as supplemented by the title standards of the State Bar of Georgia. If Purchaser fails to notify Seller in writing of any objections, other than the Existing Title Exceptions, to the marketability of title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice disclosed by the Title Approval Date shall constitute Buyer’s approval Commitment prior to the end of the condition of title as set forth in the PTRInitial Examination Period, and all of the exceptions in the PTR Purchaser shall be deemed to have accepted the state of title as of the date of this Contract, subject to subparagraph 6(b) hereof. Notwithstanding the preceding sentence, Seller agrees to pay, discharge and cause to be Permitted Exceptionscanceled of record prior to Closing any security deed, mortgage or related loan documents entered into by Seller (or otherwise satisfy Purchaser's title insurance company so that such title insurance company will eliminate same as an exception to Purchaser's Owner's Title Insurance Policy). No Seller also agrees to cause Purchaser's title insurance company to insure or endorse over any judgments for monetary damages or material or mechanic liens, but only to the extent that such title insurance company is willing to insure or endorse over any and all such judgments and liens based solely on Seller's entering into a title indemnity agreement with such title company where Seller's liability thereunder is expressly limited to no more than $100,000 in the aggregate, escrowed with such title company. If Seller does not correct any of Purchaser's objections within fifteen (15) business days from receipt of such notice and in the manner set forth above or notify Purchaser, within such time period, that such objections will be cured at the Closing and so cure same by or at Closing, then, at the option of Purchaser, evidenced by written notice to Seller given within five (5) days after Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer in writing of any disapproved title exceptions that Seller is unable or unwilling to cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of the Title Policy as hereinafter defined, in form and content reasonably acceptable to Seller. Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, including as a result of failing to respond within the five (5) days provided above, then Buyer will have five (5) days after its receipt of Seller’s notification (or expiration of said five (5) day period for Seller’s response) or failure to either: cure, Purchaser shall: (i) waive its Purchaser's objection and purchase the Property (or such portion thereof or interest therein as Seller is able to convey), without any reduction in the disapproved title exception and cause this Agreement to remain in full force and effect; or Purchase Price; (ii) terminate decline to purchase the Property and receive the return of the ▇▇▇▇▇▇▇ Money, as Purchaser's sole and exclusive remedy hereunder; or (iii) seek specific performance in order to require Seller to completely fulfill its obligations under this Agreement in accordance with Contract; provided, that, such action is brought within forty-five (45) days from the provisions expiration date by which such failure, default, or breach should have been cured. (b) After the Initial Examination Period but prior to the Closing, Purchaser may from time to time make additional examinations of Sections 4.2 Seller's title to the Property and 4.3 above. If Buyer fails to notify Seller of its election any objections to the marketability of one Seller's title arising from and after the effective date of the two options stated in the preceding sentence within such 5-day period, then Buyer will be deemed to have waived its objection to any disapproved title exception, and any such exception will be deemed to be a Permitted Exception. Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer, Buyer may deliver to Seller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New ObjectionsTitle Commitment. If Seller fails to cure all New Objections on any of such objections of Purchaser, then at the option of the Purchaser, Purchaser shall have its choice of the elections provided in subparagraph 6(a) with respect to the initial examination; provided, however, if any such subsequent objection to the marketability of Seller's title arose or before was created in breach of Seller's agreements under subparagraph 6(a) hereof, then Purchaser may seek specific performance of this Contract against Seller. (c) As used in this Contract, the Closing Dateterm "Permitted Title Exceptions" shall refer to the Existing Title Exceptions and to those title objections or exceptions affecting the marketability of title to the Property and which (i) were not objected to by Purchaser within the time provided in subparagraph 6(a) hereof, Buyer may terminate this Agreementor (ii) were waived by Purchaser pursuant to subparagraph 6(a)(i) hereof, in which event Sections 4.3(aor (iii) through (dwere waived by Purchaser pursuant to subparagraph 6(b) hereof shall applyhereof.