Common use of Title Report and Survey Clause in Contracts

Title Report and Survey. (a) Within fifteen (15) days after the Effective Date (defined below), Seller, at its sole cost and expense, will deliver or cause to be delivered to Purchaser the following: (1) Commitment for Title Insurance (the “Title Commitment”) from LandAmerica Charter Title Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ (the “Title Company”), setting forth the status of title to the Property and showing all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and any other similar matters affecting the Property or Seller’s title thereto; and (2) Copies of all documents referred to in the Title Commitment that are available to the Title Company, including but not limited to deeds, lien instruments, plats, encumbrances, reservations, restrictions and easements. (b) Seller has made available to Purchaser Seller’s most recent survey of the Property or portion thereof. Purchaser agrees that it will be responsible, at its cost and expense, for ordering and securing a new survey or update of any existing survey and a certified metes and bounds description of the Property (the “Survey”). Such Survey must be reasonably acceptable to Seller and the Title Company and must be delivered to such parties not later than thirty (30) days after the Effective Date. For purposes of the property description to be included in the Deed (as defined below) to be delivered pursuant to Section 5(b)(2)(a) hereof, the field notes and certified metes and bounds description of the Property prepared by the surveyor will control any conflicts or inconsistencies with the description of the Property in Section 1(a) hereof, and such field notes and description will be incorporated in this Agreement upon their completion and approval by Seller. Seller agrees that it will reimburse Purchaser upon the Closing for Purchaser’s cost of the Survey up to a maximum of $3,000.00. (c) Purchaser will have until fifteen (15) days from Purchaser’s receipt of the Title Commitment (accompanied by legible copies of the instruments listed as title exceptions that are available to the Title Company) within which to object in writing to any items affecting title to the Property which are disclosed by such items (the “Encumbrances”). If Purchaser makes any such objections, then Seller will have a period of ten (10) days thereafter within which to cure all Encumbrances objected to by Purchaser (other than objections pertaining to monetary liens which may be released at Closing as provided below) to the satisfaction of Purchaser (Purchaser will be deemed satisfied if the Title Commitment is modified and eliminates such objectionable items) and the Title Company. It is agreed that, as to any title objections made by Purchaser, Seller will have no obligation to cure such title objections. If any revised Title Commitment or the Survey, or any amendment to the Title Commitment or the Survey, discloses any leases, liens, easements, reservations, restrictions, or other exceptions or encumbrances to Seller’s title or the Property in addition to those items previously included on the Title Commitment and approved by Purchaser, those additional items will be deemed to be Encumbrances with respect to which Seller will have ten (10) days to cure (as provided above) after receipt of notice thereof from Purchaser. Seller agrees Table of Contents to give Purchaser written notice of its efforts, if any, to cure all Encumbrances and the results thereof and will cause to be delivered at or prior to the end of Seller’s 10-day cure period an amended Title Commitment and Survey reflecting the cure of such matters. Any matters shown on the Title Commitment or the Survey and not objected to by Purchaser will not constitute Encumbrances, but will be deemed “Permitted Exceptions” for the purposes of this Agreement. This subparagraph is subject to the provisions of Section 21(c) below (d) If all Encumbrances objected to by Purchaser are not cured by Seller within said 10-day period, then Seller will so notify Purchaser in writing, and Purchaser will have the right to either: (1) waive any remaining title objections, which will become Permitted Exceptions, and proceed to close the transaction covered hereby in accordance with the other terms and provisions hereof (subject to Purchaser’s right to obtain releases of any monetary liens covering the Property as aforesaid), without reduction of the Purchase Price; or (2) terminate this Agreement, in which event Purchaser will be entitled to a return of the ▇▇▇▇▇▇▇ Money and both parties will be released from any further obligations hereunder, except as otherwise provided herein. If Purchaser fails to expressly elect either of the above options within five (5) days following delivery to Purchaser of the amended Title Commitment, Purchaser will be deemed to have elected to purchase the Property subject to the Encumbrances not removed or cured, which will become Permitted Exceptions.

Title Report and Survey. Prior to the Effective Date, Seller has provided Buyer with (a) Within fifteen a current title report for the Real Property, prepared by First American Title Insurance Company (15the "Title Company") under order ▇▇. ▇▇▇-▇▇▇▇▇▇-▇▇, dated as of June 23, 2006 (the "Title Report"), (b) copies of documents referenced in the exceptions set forth in the Title Report, and (c) the Survey. In addition to any and all exceptions approved by Seller pursuant to Section 5.1.1 below, the Title Report shall be subject to and Buyer hereby approves as "Permitted Exceptions" the following: (i) exceptions for general taxes and assessments not yet due and payable, (ii) matters affecting title attributable to the acts of Buyer and its agents, contractors and employees, (iii) provision of existing laws, rules and regulations including, without limitation, building, zoning and environmental laws, (iv) any lien for municipal betterments assessed against the Property and (v) the Stoke Lease, including the right of first offer in Section 22 thereof. 5.1.1 Buyer shall have seven (7) days after the Effective Date (defined below), Seller, at its sole cost and expense, will deliver or cause to be delivered to Purchaser the following: (1) Commitment for Title Insurance (such period herein called the “Title CommitmentObjection Period”) from LandAmerica Charter Title Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ (the “Title Company”), setting forth the status of title to the Property and showing all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and any other similar matters affecting the Property or Seller’s title thereto; and (2) Copies of all documents referred to in the Title Commitment that are available to the Title Company, including but not limited to deeds, lien instruments, plats, encumbrances, reservations, restrictions and easements. (b) Seller has made available to Purchaser Seller’s most recent survey of the Property or portion thereof. Purchaser agrees that it will be responsible, at its cost and expense, for ordering and securing a new survey or update of any existing survey and a certified metes and bounds description of the Property (the “Survey”). Such Survey must be reasonably acceptable to notify Seller and the Title Company and must be delivered to such parties not later in writing of Buyer’s approval or disapproval of any exceptions or other matters shown therein other than thirty (30) days after the Effective Date. For purposes of the property description to be included in the Deed (as defined below) to be delivered pursuant to Section 5(b)(2)(a) hereof, the field notes and certified metes and bounds description of the Property prepared by the surveyor will control any conflicts or inconsistencies with the description of the Property Permitted Exceptions listed in Section 1(a5.1, above (“Notice of Title Objection”) hereof, and such field notes to request any customary and description will be incorporated in this Agreement upon their completion and approval by Seller. Seller agrees that it will reimburse Purchaser upon the Closing for Purchaser’s cost of the Survey up to a maximum of $3,000.00. (c) Purchaser will have until fifteen (15) days from Purchaser’s receipt of the Title Commitment (accompanied by legible copies of the instruments listed as title exceptions that are available reasonable endorsements to the Title Company) within which to object in writing to any items affecting title to the Property which are disclosed by such items (the “Encumbrances”)Report that Buyer desires. If Purchaser makes any such objections, then Buyer does not give Seller will have a period of ten (10) days thereafter within which to cure all Encumbrances objected to by Purchaser (other than objections pertaining to monetary liens which may be released at Closing as provided below) to the satisfaction of Purchaser (Purchaser will be deemed satisfied if the Title Commitment is modified and eliminates such objectionable items) and the Title Company. It is agreed that, as to any title objections made by Purchaser, Seller will have no obligation to cure such title objections. If any revised Title Commitment or the Survey, or any amendment to the Title Commitment or the Survey, discloses any leases, liens, easements, reservations, restrictions, or other exceptions or encumbrances to Seller’s title or the Property in addition to those items previously included on the Title Commitment and approved by Purchaser, those additional items will be deemed to be Encumbrances with respect to which Seller will have ten (10) days to cure (as provided above) after receipt of notice thereof from Purchaser. Seller agrees Table of Contents to give Purchaser written notice of its effortsdisapproval of any such matters or exceptions within the prescribed time, if any, to cure all Encumbrances and the results thereof and will cause to be delivered at or prior to the end of Seller’s 10-day cure period an amended Title Commitment and Survey reflecting the cure of such matters. Any matters shown on the Title Commitment or Report, the Survey and not objected to by Purchaser will not constitute Encumbrances, but will the supporting documents shall be deemed approved (and all exceptions therein shall be deemed “Permitted Exceptions” for the purposes of ”) and this Agreementcondition shall be deemed satisfied. This subparagraph is subject to the provisions of Section 21(c) below (d) If all Encumbrances objected to by Purchaser are not cured by Seller within said 10-day period, then Seller will so notify Purchaser in writing, and Purchaser will have the right to either: (1) waive any remaining title objections, which will become Permitted Exceptions, and proceed to close the transaction covered hereby in accordance with the other terms and provisions hereof (subject to Purchaser’s right to obtain releases of any monetary liens covering the Property as aforesaid), without reduction of the Purchase Price; or (2) terminate this Agreement, in which event Purchaser will be entitled to a return of the ▇▇▇▇▇▇▇ Money and both parties will be released from any further obligations hereunder, except as otherwise provided herein. If Purchaser fails to expressly elect either of the above options within Within five (5) days following delivery after receipt of Buyer’s notice of disapproval of any such matters or exceptions timely delivered to Purchaser Seller, Seller shall notify Buyer in writing whether Seller is willing to remove any such item which Buyer has disapproved ("Seller's Cure Item"). If Seller does not give Buyer written notice within the prescribed period of the amended Title Commitmenttime, Purchaser will Seller shall be deemed to have elected not to purchase the Property subject remove any such item which Buyer has disapproved and such items shall not be deemed Seller's Cure Items. If there are exceptions which Buyer has disapproved and which Seller is not willing to the Encumbrances not removed or curedremove at Seller's expense, which will become Permitted Exceptions.Buyer shall have until five (5) days after receipt of Seller's notice of

Title Report and Survey. (a) Within fifteen (15) days after the Effective Date (defined below), Seller, at its sole cost and expense, will deliver or cause to be delivered to Purchaser the following: (1) Commitment for Title Insurance (the “Title Commitment”) from LandAmerica Charter Title Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ (the “Title Company”), setting forth the status of title to the Property and and, subject to standard exceptions, showing all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and any other similar matters affecting the Property or Seller’s title thereto; and (2) Copies of all documents referred to in the Title Commitment that are available to the Title Company, including but not limited to deeds, lien instruments, plats, encumbrances, reservations, restrictions and easements. (b) Seller has made available to Purchaser Seller’s most recent survey of the Property or portion thereof. Purchaser agrees that it will be responsible, at its cost and expense, for ordering and securing a new survey or update of any existing survey and a certified metes and bounds description of the Property Property, the Leased Premises identified in Exhibit C and, prior to Closing, any revised Leased Premises approved by Purchaser and Seller (the “Survey”). Such Survey must be reasonably acceptable to Seller Seller, and the Title Company and must be delivered to such parties Seller and the Title Company not later than thirty (30) days after the Effective Date. For purposes of the property description to be included in the Deed (as defined below) to be delivered pursuant to Section 5(b)(2)(a) hereof, the field notes and certified metes and bounds description of the Property prepared by the surveyor will control any conflicts or inconsistencies with the description of the Property in Section 1(a) hereof, and such field notes and description will be incorporated in this Agreement upon their completion and approval by Seller. In addition, the initial updated or new Survey shall delineate the location of the Leased Premises described in Exhibit C hereto, and any modification of the Leased Premises approved by Purchaser and Seller prior to Closing shall be reflected on a subsequent update of the Survey. Seller agrees Table of Contents that it will reimburse Purchaser upon the Closing for Purchaser’s cost of the Survey up to a maximum of $3,000.005,000.00. (c) Purchaser will have until fifteen (15) days from Purchaser’s receipt of the Title Commitment (accompanied by legible copies of the instruments listed as title exceptions that are available to the Title Company) within which to object in writing to any items affecting title to the Property which are disclosed by such items Title Commitment (the “Encumbrances”). If If, during said 15-day period, Purchaser makes gives Seller written notice of any objections to such objectionsEncumbrances (the “Title Objections”), then Seller will have a period of ten (10) days thereafter within which to cure all Encumbrances objected to by Purchaser (other than objections pertaining to monetary liens which may be released at Closing as such Title Objections; provided below) to the satisfaction of Purchaser (Purchaser will be deemed satisfied if the Title Commitment is modified and eliminates such objectionable items) and the Title Company. It is agreed that, as to any title objections made by Purchaser, that Seller will shall have no obligation to cure any such title objectionsTitle Objections. If any revised Title Commitment or the Survey, or any amendment to the Title Commitment or the Survey, Survey discloses any leases, liens, easements, reservations, restrictions, or other exceptions or encumbrances to Seller’s title or the Property in addition to those items previously included on disclosed by the Title Commitment Commitment, Seller’s existing survey or the Survey (such new encumbrances being herein referred to as the “New Encumbrances”), then Purchaser shall have a period of five (5) business days within which to object to any such New Encumbrances, and approved by Purchaser, those additional items will be deemed to be Encumbrances with respect to which Seller will have a period of ten (10) days to cure (as provided abovebut shall have no obligation to cure) Purchaser’s new Title Objections after receipt of written notice thereof from Purchaser. ; provided that if Purchaser fails to notify Seller agrees Table of Contents to give Purchaser written notice in writing of its effortsobjection to any such New Encumbrances within five (5) business days after Purchaser’s receipt of the respective revised Title Commitment, if anySurvey, amendment to cure all Encumbrances and the results thereof and will cause to be delivered at or prior to the end of Seller’s 10-day cure period an amended Title Commitment and Survey reflecting the cure of such matters. Any matters shown on the Title Commitment or amendment to the Survey or otherwise first receiving written notice of any such New Encumbrance, Purchaser shall be deemed to have waived any objections thereto, in which event any such New Encumbrances shall be deemed to be Permitted Exceptions. Any Encumbrances or New Encumbrances disclosed by the Title Commitment, Seller’s existing survey or the Survey, or any amendment or revision thereof, and not timely objected to by Purchaser in writing will not constitute Encumbrances, Title Objections but will be deemed “Permitted Exceptions” for the purposes of this Agreement. This subparagraph is subject to the provisions of Section 21(c21(a) and (c) below. (d) If Unless all Encumbrances and New Encumbrances objected to by Purchaser in accordance with Section 2(c) above are not cured by Seller within said the applicable 10-day period, then Seller will so notify Purchaser in writing, and Purchaser will have the right to either: (1) waive any remaining title objections, which will become Permitted Exceptions, and proceed to close the transaction covered hereby in accordance with the other terms and provisions hereof (subject to Purchaser’s right to obtain releases of any monetary liens covering the Property as aforesaid)hereof, without reduction of the Purchase Price; or (2) terminate this Agreement, in which event Purchaser will be entitled to a return of the ▇▇▇▇▇▇▇ Money (less the independent consideration) and both parties will be released from any further obligations hereunder, except as otherwise provided herein. If Purchaser fails to expressly elect either of the above options within five (5) days following delivery to Purchaser of the amended Title Commitment, Purchaser will be deemed to have elected to purchase the Property subject to the Encumbrances not removed or cured, which will become Permitted Exceptions.

Title Report and Survey. (a) Within fifteen (15) days after the Effective Date (defined below), SellerBuyer may, at its sole cost and Buyer’s expense, will deliver employ a reputable surveyor or cause surveying firm, licensed by the state in which the Premises is located, to be delivered to Purchaser the following: (1) Commitment for Title Insurance (the “Title Commitment”) from LandAmerica Charter Title Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ (the “Title Company”), setting forth the status of title to update any Existing Survey or survey the Property and showing all liensprepare and deliver to Buyer, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and any other similar matters affecting the Property or Seller’s title thereto; and (2) Copies of all documents referred to in the Title Commitment that are available to the Title Company, including but not limited to deeds, lien instruments, plats, encumbrances, reservations, restrictions Company and easements. (b) Seller has made available to Purchaser Seller’s most recent survey of the Property or portion thereof. Purchaser agrees that it will be responsible, at its cost and expense, for ordering and securing a new ALTA survey or update of thereof (collectively with any existing survey and a certified metes and bounds description of the Property (Existing Survey, the “Survey”). Such Buyer has received a preliminary title report covering the Premises from the Title Company (the “Title Report”), together with copies of all instruments reflected as exceptions set forth therein. Buyer has reviewed the Title Report, the copies of all instruments reflected as exceptions set forth therein, and the Existing Survey must be reasonably acceptable and has delivered to Seller and the Title Company and must be delivered to such parties not later than thirty (30) days after the Effective Date. For purposes of the property description to be included in the Deed (as defined below) to be delivered pursuant to Section 5(b)(2)(a) hereofSeller a title objection letter dated June 26, the field notes and certified metes and bounds description of the Property prepared by the surveyor will control any conflicts or inconsistencies with the description of the Property in Section 1(a) hereof, and such field notes and description will be incorporated in this Agreement upon their completion and approval by Seller. Seller agrees that it will reimburse Purchaser upon the Closing for Purchaser’s cost of the Survey up to a maximum of $3,000.00. (c) Purchaser will have until fifteen (15) days from Purchaser’s receipt of the Title Commitment (accompanied by legible copies of the instruments listed as title exceptions that are available to the Title Company) within which to object in writing to any items affecting title to the Property which are disclosed by such items 2015 (the “EncumbrancesTitle Objection Letter”). If Purchaser makes Buyer acknowledges that Seller has elected not to remove or cure any such objections, then Seller will have a period of ten (10) days thereafter within which exceptions to cure all Encumbrances objected to by Purchaser (other than objections pertaining to monetary liens which may be released at Closing as provided below) to the satisfaction of Purchaser (Purchaser will be deemed satisfied if title listed in the Title Commitment is modified and eliminates Objection Letter. The Title Company issued a Pro Forma Policy of Title Insurance on July 10, 2015; all of the exceptions listed on such objectionable items) and the Title Company. It is agreed that, as to any title objections made by Purchaser, Seller will have no obligation to cure such title objections. If any revised Title Commitment report or the Survey, or any amendment to the Title Commitment or the Survey, discloses any leases, liens, easements, reservations, restrictions, or other exceptions or encumbrances to Seller’s title or the Property in addition to those items previously included shown on the Title Commitment and approved by Purchaser, those additional items will Existing Survey shall be deemed to be Encumbrances with Permitted Exceptions. With respect to any title or survey matters first arising after the Effective Date and prior to the Closing which materially and adversely affect the value or operation of the Premises, other than any of the Permitted Exceptions (to which Buyer shall have no right to object), Buyer shall have until the earlier of (i) five (5) Business Days after Buyer’s actual knowledge of such matters or (ii) the Closing Date to notify Seller in writing of Buyer’s objection thereto (the “Title Objections”). In the event Buyer shall timely notify Seller of any Title Objections, Seller shall have the right, but not the obligation, to cure such Title Objection(s) in its sole and absolute discretion. Within three (3) Business Days after receipt of Buyer’s notice of Title Objection(s) (with the Closing Date automatically extended, if necessary, to allow for such response period) Seller shall notify Buyer in writing whether Seller elects to attempt to cure such Title Objection(s). Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to cure such Title Objection(s). If Seller elects or is deemed to have elected not to cure any Title Objection(s) specified in Buyer’s notice, Buyer shall have the following options, to be given by written notice to Seller within two (2) Business Days after Buyer’s receipt of Seller’s notice electing not to cure such objection(s) (or, if Seller fails to deliver such notice, within two (2) Business Days after the day on which Seller will was required to deliver such notice): (i) to accept a conveyance of the Premises subject to the Permitted Exceptions, specifically including any matters objected to by Buyer which Seller has elected, or is deemed to have ten (10) days elected, not to cure (as provided abovewhich such matter(s) after receipt of notice thereof from Purchaser. Seller agrees Table of Contents to give Purchaser written notice of its efforts, if any, to cure all Encumbrances and the results thereof and will cause shall thereafter be deemed to be delivered at or prior to the end of Seller’s 10-day cure period an amended Title Commitment and Survey reflecting the cure of such matters. Any matters shown on the Title Commitment or the Survey and not objected to by Purchaser will not constitute Encumbrances, but will be deemed “a Permitted Exceptions” for the purposes of this Agreement. This subparagraph is subject to the provisions of Section 21(c) below (d) If all Encumbrances objected to by Purchaser are not cured by Seller within said 10-day period, then Seller will so notify Purchaser in writing, and Purchaser will have the right to either: (1) waive any remaining title objections, which will become Permitted Exceptions, and proceed to close the transaction covered hereby in accordance with the other terms and provisions hereof (subject to Purchaser’s right to obtain releases of any monetary liens covering the Property as aforesaidException), without reduction of the Purchase Price; or , or (2ii) to terminate this AgreementAgreement by sending written notice thereof to Seller and Escrow Agent, in which event Purchaser will be entitled to a return and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned to Buyer, and both parties will be released from thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for those matters which expressly survive termination of this Agreement. In addition, if Seller fails prior to Closing to cure or satisfy any Title Objections(s) that Seller has elected, or is required hereunder, to cure or satisfy, then Buyer may: (a) accept a conveyance of the Premises subject to the Permitted Exceptions, specifically including such Title Objection(s) which Seller has failed to cure or satisfy (which such Title Objection(s) shall thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, or (b) terminate this Agreement by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate, the ▇▇▇▇▇▇▇ Money Deposit shall be immediately returned to Buyer, Seller shall promptly reimburse Buyer for its actual third party out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in connection with the transactions contemplated by this Agreement up to $125,000 and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder, except as otherwise provided herein. If Purchaser fails to for those matters which expressly elect either survive termination of the above options within five (5) days following delivery to Purchaser of the amended Title Commitment, Purchaser will be deemed to have elected to purchase the Property subject to the Encumbrances not removed or cured, which will become Permitted Exceptionsthis Agreement.

Title Report and Survey. Promptly after the execution and delivery of this Agreement, Seller shall provide Buyer with (a) Within fifteen a current title report for the Real Property, (15the "Title Report") days prepared by First America Title Guaranty Company (the "Title Company"), (b) copies of documents referenced in the exceptions set forth in the Title Report, and (c) the Survey. Promptly after the Effective Date Date, Seller shall instruct the Title Company to deliver the Title Report, copies of the documents referenced in the exceptions thereto, and shall deliver the Survey to Buyer, Buyer's attorney (defined as identified in Section 14 below), and Seller. In addition to any and all exceptions approved by Seller pursuant to Section 5.1.1 below, at its sole cost the Title Report shall be subject to and expense, will deliver or cause to be delivered to Purchaser Buyer hereby approves as "Permitted Exceptions" the following: : (1i) Commitment exceptions for Title Insurance general taxes not yet due and payable, and (the “Title Commitment”ii) from LandAmerica Charter Title Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ (the “Title Company”), setting forth the status of matters affecting title attributable to the Property acts of Buyer and showing all liensits agents, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, contractors and any other similar matters affecting the Property or Seller’s title thereto; and (2) Copies of all documents referred to in the Title Commitment that are available to the Title Company, including but not limited to deeds, lien instruments, plats, encumbrances, reservations, restrictions and easementsemployees. (b) Seller has made available to Purchaser Seller’s most recent survey of the Property or portion thereof. Purchaser agrees that it will be responsible, at its cost and expense, for ordering and securing a new survey or update of any existing survey and a certified metes and bounds description of the Property (the “Survey”). Such Survey must be reasonably acceptable to Seller and the Title Company and must be delivered to such parties not later than 5.1.1 Buyer shall have thirty (30) days after the Effective Date. For purposes of the property description to be included in the Deed (as defined below) to be delivered pursuant to Section 5(b)(2)(a) hereof, the field notes and certified metes and bounds description of the Property prepared by the surveyor will control any conflicts or inconsistencies with the description of the Property in Section 1(a) hereof, and such field notes and description will be incorporated in this Agreement upon their completion and approval by Seller. Seller agrees that it will reimburse Purchaser upon the Closing for Purchaser’s cost of the Survey up to a maximum of $3,000.00. (c) Purchaser will have until fifteen (15) days from Purchaser’s receipt of the Title Commitment Report (accompanied by legible copies such period herein called the "Title Objection Period") to notify Seller and the Title Company in writing of Buyer's approval or disapproval of any exceptions or other matters shown therein other than the instruments Permitted Exceptions listed as title exceptions that are available in Section 5.1, above ("Notice of Title Objection") and to request any endorsements to the Title CompanyReport that Buyer desires. If Buyer does not give Seller written notice of disapproval of any such matters or exceptions within the prescribed time, the Title Report, the Survey and the supporting documents shall be deemed approved (and all exceptions therein shall be deemed "Permitted Exceptions") within which and this condition shall be deemed satisfied. Within seven (7) days after receipt of Buyer's notice of disapproval of any such matters or exceptions timely delivered to object Seller, Seller shall notify Buyer in writing whether Seller is willing to remove any items affecting title to the Property such item which are disclosed by such items Buyer has disapproved (the “Encumbrances”"Seller's Cure Item"). If Purchaser makes any such objections, then Seller will have a does not give Buyer written notice within the prescribed period of ten (10) days thereafter within which to cure all Encumbrances objected to by Purchaser (other than objections pertaining to monetary liens which may be released at Closing as provided below) to the satisfaction of Purchaser (Purchaser will be deemed satisfied if the Title Commitment is modified and eliminates such objectionable items) and the Title Company. It is agreed that, as to any title objections made by Purchasertime, Seller will have no obligation to cure such title objections. If any revised Title Commitment or the Survey, or any amendment to the Title Commitment or the Survey, discloses any leases, liens, easements, reservations, restrictions, or other exceptions or encumbrances to Seller’s title or the Property in addition to those items previously included on the Title Commitment and approved by Purchaser, those additional items will be deemed to be Encumbrances with respect to which Seller will have ten (10) days to cure (as provided above) after receipt of notice thereof from Purchaser. Seller agrees Table of Contents to give Purchaser written notice of its efforts, if any, to cure all Encumbrances and the results thereof and will cause to be delivered at or prior to the end of Seller’s 10-day cure period an amended Title Commitment and Survey reflecting the cure of such matters. Any matters shown on the Title Commitment or the Survey and not objected to by Purchaser will not constitute Encumbrances, but will be deemed “Permitted Exceptions” for the purposes of this Agreement. This subparagraph is subject to the provisions of Section 21(c) below (d) If all Encumbrances objected to by Purchaser are not cured by Seller within said 10-day period, then Seller will so notify Purchaser in writing, and Purchaser will have the right to either: (1) waive any remaining title objections, which will become Permitted Exceptions, and proceed to close the transaction covered hereby in accordance with the other terms and provisions hereof (subject to Purchaser’s right to obtain releases of any monetary liens covering the Property as aforesaid), without reduction of the Purchase Price; or (2) terminate this Agreement, in which event Purchaser will be entitled to a return of the ▇▇▇▇▇▇▇ Money and both parties will be released from any further obligations hereunder, except as otherwise provided herein. If Purchaser fails to expressly elect either of the above options within five (5) days following delivery to Purchaser of the amended Title Commitment, Purchaser will shall be deemed to have elected not to purchase remove any such item which Buyer has disapproved and such items shall not be deemed Seller's Cure Items. If there are exceptions which Buyer has disapproved and which Seller is not willing to remove at Seller's expense, Buyer shall have until the Property subject end of the Feasibility Period to notify Seller in writing of Buyer's election to either (i) waive its disapproval and approve such exceptions, or (ii) terminate this Agreement and receive a return of the Encumbrances Deposit in accordance with Section 2. 1. If Buyer does not removed or curedexpressly elect to waive its disapproval in a timely manner, which will become Permitted Exceptionsthen this Agreement shall terminate and the Deposit shall be returned to Buyer.