IS
SCHEDULED FOR THE CLOSING, AS THE SAME MAY BE ADJOURNED PURSUANT TO THIS
SECTION 6.3(D)(II)) WHETHER SELLER ELECTS TO (I) REMEDY ALL OR ANY OF THE TITLE
OBJECTIONS OR (II) GRANT A CREDIT AGAINST THE CLOSING CONSIDERATION AMOUNT IN
THE AMOUNT EQUAL TO THE COST OF REMOVAL OF ANY OR ALL SUCH TITLE OBJECTIONS (A
"TITLE OBJECTION CREDIT").
OTHER THAN THE MANDATORY TITLE MATTERS, ANY
EXCEPTION TO TITLE WHICH BUYER DOES NOT RAISE PURSUANT TO THE TERMS HEREOF ON OR
BEFORE THE OBJECTION CUT-OFF DATE SHALL BE DEEMED A PERMITTED ENCUMBRANCE AND
NOT A TITLE OBJECTION.
IF SELLER DOES NOT ELECT TO REMEDY A TITLE OBJECTION OR
GRANT A TITLE OBJECTION CREDIT WITH RESPECT THERETO AT OR PRIOR TO THE CLOSING
DATE (AS THE SAME MAY BE ADJOURNED), BUYER MAY AT ITS SOLE AND EXCLUSIVE OPTION
ON THE CLOSING DATE (AS THE SAME MAY BE ADJOURNED) EITHER (I) TERMINATE THIS
AGREEMENT AND RECEIVE A RETURN OF ITS DEPOSIT AND ALL INTEREST ACCRUED THEREON
(AND THE PARTIES SHALL JOINTLY INSTRUCT ESCROW AGENT TO PROMPTLY RETURN THE
DEPOSIT AND ALL INTEREST ACCRUED THEREON TO BUYER) AND SELLER SHALL NOT HAVE ANY
FURTHER LIABILITY OR OBLIGATION TO BUYER HEREUNDER NOR SHALL BUYER HAVE ANY
FURTHER LIABILITY OR OBLIGATION TO SELLER HEREUNDER, EXCEPT FOR SUCH OBLIGATIONS
AND LIABILITIES AS ARE SPECIFICALLY STATED IN THIS AGREEMENT TO SURVIVE THE
TERMINATION OF THIS AGREEMENT, OR (II) ELECT TO ACCEPT TITLE TO THE PROPERTY AS
IT THEN IS WITHOUT ANY REDUCTION IN, ABATEMENT OF, OR CREDIT AGAINST THE CLOSING
CONSIDERATION AMOUNT (OTHER THAN A CREDIT FOR THE COST OF REMOVAL OF A MANDATORY
TITLE MATTER) AND SUCH EXCEPTIONS SHALL BE DEEMED
31
A PERMITTED ENCUMBRANCE; IF BUYER FAILS TO MAKE EITHER SUCH ELECTION, BUYER
SHALL BE DEEMED TO HAVE ELECTED OPTION (II).
(III)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SELLER SHALL BE
DEEMED TO HAVE REMOVED OR CORRECTED EACH EXCEPTION THAT IS NOT A PERMITTED
ENCUMBRANCE IF, IN SELLER'S DISCRETION AND AT ITS SOLE COST AND EXPENSE AND IN A
MANNER REASONABLY ACCEPTABLE TO BUYER, SELLER EITHER (A) TAKES SUCH ACTIONS AS
ARE NECESSARY TO ELIMINATE (OF RECORD OR OTHERWISE, AS APPROPRIATE) SUCH TITLE
OBJECTION, OR (B) DELIVERS ITS OWN FUNDS (OR DIRECTS THAT A PORTION OF THE
CLOSING CONSIDERATION AMOUNT BE DELIVERED) IN AN AMOUNT NEEDED TO FULLY
DISCHARGE ANY SUCH EXCEPTION TO THE ESCROW AGENT WITH INSTRUCTIONS FOR THE
ESCROW AGENT TO APPLY SUCH FUNDS TO FULLY DISCHARGE ANY SUCH EXCEPTION, TOGETHER
WITH SUCH INSTRUMENTS, IN RECORDABLE FORM, AS ARE NECESSARY TO ENABLE THE
DISCHARGE OF SUCH EXCEPTION OF RECORD OR (C) CAUSES THE TITLE COMPANY TO INSURE
OVER AND OMIT, AND REMOVE SUCH EXCEPTION THAT IS NOT A PERMITTED ENCUMBRANCE AS
AN EXCEPTION TO TITLE IN THE TITLE POLICY OR AFFIRMATIVELY INSURE AGAINST THE
SAME, IN EACH CASE WITHOUT ANY ADDITIONAL COST TO BUYER, WHETHER SUCH INSURANCE
IS MADE AVAILABLE IN CONSIDERATION OF PAYMENT, BONDING, INDEMNITY OF SELLER OR
OTHERWISE.
ARTICLE VII
DELIVERIES BY SELLER AT CLOSING
On the Closing Date, Seller