TITLE POLICY.
A TEXAS OWNER'S POLICY OF TITLE INSURANCE ISSUED BY
ESCROW HOLDER, AS AGENT FOR CHICAGO TITLE INSURANCE COMPANY ("TITLE COMPANY"),
FOR THE PROPERTY IN THE AGGREGATE AMOUNT OF THE PURCHASE PRICE, SUBJECT TO THE
EXCEPTIONS TO TITLE LISTED ON EXHIBIT C ATTACHED HERETO AND INCORPORATED HEREIN,
ANY REAL ESTATE TAXES AND ASSESSMENTS NOT YET DUE AND PAYABLE, EXCEPTIONS
CREATED OR RESULTING FROM BUYER'S ACTS AND EXCEPTIONS TO TITLE APPROVED OR
DEEMED APPROVED BY BUYER PURSUANT TO PARAGRAPH 3.1.1 BELOW (COLLECTIVELY, THE
"PERMITTED EXCEPTIONS").
3.
CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE.
BUYER'S OBLIGATION
TO PURCHASE THE PROPERTY IS SUBJECT TO THE SATISFACTION OR WAIVER (OR DEEMED
WAIVER) OF ALL THE CONDITIONS SET FORTH BELOW (WHICH ARE FOR BUYER'S BENEFIT) ON
OR BEFORE THE CLOSING DATE.
3.1
TITLE CONDITION.
3.1.1
BUYER HAS OBTAINED FROM THE TITLE COMPANY A CURRENT TITLE
COMMITMENT FOR THE PROPERTY (THE "COMMITMENT"), TOGETHER WITH COPIES OF ALL
DOCUMENTS AVAILABLE TO THE TITLE COMPANY REFERENCED AS RECORDED EXCEPTIONS IN
THE COMMITMENT.
WITHIN TEN (10) BUSINESS DAYS AFTER THE EFFECTIVE DATE, BUYER
MAY DISAPPROVE THE COMMITMENT BY DELIVERING WRITTEN NOTICE TO SELLER AND ESCROW
HOLDER (THE "NOTICE OF DEFECT") SPECIFYING EACH MATTER SHOWN IN THE COMMITMENT
(INCLUDING, WITHOUT LIMITATION, ANY MATTERS LISTED ON EXHIBIT C), IF ANY, WHICH
IS DISAPPROVED BY BUYER (EACH A "DISAPPROVED EXCEPTION").
SELLER'S FAILURE TO
RECEIVE THE NOTICE OF DEFECT WITHIN SUCH 10 BUSINESS DAY PERIOD OF THE BUYER'S
RECEIPT OF THE COMMITMENT SHALL BE CONCLUSIVELY DEEMED TO CONSTITUTE BUYER'S
APPROVAL OF THE COMMITMENT AND SATISFACTION OF THIS CONDITION.
3.1.2
WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIVING A NOTICE OF DEFECT,
SELLER SHALL DELIVER TO BUYER AND ESCROW HOLDER NOTICE AS TO WHETHER SELLER WILL
USE ITS REASONABLE EFFORTS TO CURE THAT DISAPPROVED EXCEPTION(S).
BUYER'S
FAILURE TO RECEIVE ANY NOTICE FROM SELLER WITHIN THAT FIVE (5) BUSINESS DAY
PERIOD SHALL BE DEEMED TO BE NOTICE TO BUYER THAT SELLER ELECTED NOT TO CURE THE
DISAPPROVED
3
EXCEPTION(S).
BUYER SHALL BE DEEMED TO HAVE WAIVED ITS DISAPPROVAL OF THE
DISAPPROVED EXCEPTION(S) AND TO HAVE AGREED TO ACQUIRE TITLE TO THE PROPERTY
SUBJECT TO THE DISAPPROVED EXCEPTION(S) (IN WHICH EVENT THE DISAPPROVED
EXCEPTION(S) SHALL THEREBY BECOME "PERMITTED EXCEPTIONS"), UNLESS BUYER
TERMINATES THIS AGREEMENT BY WRITTEN NOTICE DELIVERED TO SELLER AND ESCROW
HOLDER WITHIN THREE (3) BUSINESS DAYS AFTER SELLER'S NOTICE (OR DEEMED NOTICE)
AS PROVIDED IN THIS PARAGRAPH 3.1.2.
3.1.3
IF SELLER NOTIFIES BUYER IN WRITING, AS PROVIDED IN
PARAGRAPH 3.1.2, THAT IT WOULD USE ITS REASONABLE EFFORTS TO CURE A DISAPPROVED
EXCEPTION, AND THEN FAILS TO CURE THAT DISAPPROVED EXCEPTION BY NO LATER THAN
THREE (3) BUSINESS DAYS BEFORE THE CLOSING DATE, BUYER, AS ITS ONLY REMEDY FOR
SELLER HAVING FAILED TO CURE THE DISAPPROVED EXCEPTION, MAY ELECT BY WRITTEN
NOTICE TO SELLER AND ESCROW HOLDER, TO BE RECEIVED NO LATER THAN TWO (2)
BUSINESS DAYS BEFORE THE CLOSING DATE, EITHER TO TERMINATE THIS AGREEMENT OR TO
CLOSE AND TO ACQUIRE THE PROPERTY, SUBJECT TO THE DISAPPROVED EXCEPTION(S),
WHICH SELLER SHALL HAVE NO OBLIGATION TO