WHICH THE COST DOES NOT EXCEED $1,000,000
(COLLECTIVELY REFERRED TO AS THE "NON-OBJECTIONABLE ENCUMBRANCES").
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF SELLER IS UNABLE
TO ELIMINATE THE TITLE OBJECTIONS BY THE SCHEDULED CLOSING DATE, UNLESS THE SAME
ARE WAIVED BY PURCHASER WITHOUT ANY REDUCTION IN THE PURCHASE PRICE, SELLER MAY
BY NOTICE TO PURCHASER (THE "TITLE CURE NOTICE") ADJOURN THE SCHEDULED CLOSING
DATE ONE OR MORE TIMES, FOR A PERIOD NOT TO EXCEED 30 DAYS IN THE AGGREGATE (THE
"TITLE CURE PERIOD") IN ORDER TO ATTEMPT TO ELIMINATE SUCH TITLE OBJECTIONS.
9
(B)
IF SELLER IS UNABLE TO ELIMINATE ANY TITLE OBJECTION WITHIN THE
TITLE CURE PERIOD, UNLESS THE SAME IS WAIVED BY PURCHASER, THEN, PURCHASER MAY
(I) ACCEPT THE PROPERTY, SUBJECT TO SUCH TITLE OBJECTION, WITHOUT ABATEMENT OF
THE PURCHASE PRICE, IN WHICH EVENT (X) SUCH TITLE OBJECTION SHALL BE DEEMED TO
BE, FOR ALL PURPOSES, A PERMITTED ENCUMBRANCE, (Y) PURCHASER SHALL CLOSE
HEREUNDER NOTWITHSTANDING THE EXISTENCE OF SAME, AND (Z) SELLER SHALL HAVE NO
OBLIGATIONS WHATSOEVER AFTER THE CLOSING DATE WITH RESPECT TO SELLER'S FAILURE
TO CAUSE SUCH TITLE OBJECTION TO BE ELIMINATED, OR (II) TERMINATE THIS AGREEMENT
BY NOTICE GIVEN TO SELLER WITHIN THREE (3) BUSINESS DAYS FOLLOWING SELLER'S
NOTICE OF SUCH INABILITY, IN WHICH EVENT PURCHASER SHALL BE ENTITLED TO A RETURN
OF THE DEPOSIT (TOGETHER WITH ANY INTEREST ACCRUED THEREON).
IF PURCHASER SHALL
FAIL TO DELIVER THE TERMINATION NOTICE DESCRIBED IN CLAUSE (II) WITHIN THE THREE
(3) BUSINESS DAY PERIOD DESCRIBED THEREIN, TIME BEING OF THE ESSENCE, PURCHASER
SHALL BE DEEMED TO HAVE MADE AN ELECTION UNDER CLAUSE (II).
UPON THE TIMELY
GIVING OF ANY TERMINATION NOTICE UNDER CLAUSE (II), THIS AGREEMENT SHALL
TERMINATE AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS
HEREUNDER OTHER THAN THOSE WHICH ARE EXPRESSLY PROVIDED TO SURVIVE THE
TERMINATION HEREOF.
THE PROVISIONS OF THIS PARAGRAPH (B) SHALL SURVIVE THE
CLOSING OF THIS AGREEMENT
(C)
IT IS EXPRESSLY UNDERSTOOD THAT EXCEPT AS SET FORTH IN THE NEXT
SENTENCE, IN NO EVENT SHALL SELLER BE REQUIRED TO BRING ANY ACTION OR INSTITUTE
ANY PROCEEDING, OR TO OTHERWISE INCUR ANY COSTS OR EXPENSES IN ORDER TO ATTEMPT
TO ELIMINATE ANY TITLE OBJECTIONS OR TO OTHERWISE CAUSE TITLE IN THE PREMISES TO
BE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT ON THE CLOSING DATE.
NOTWITHSTANDING THE FOREGOING, SELLER SHALL BE REQUIRED TO REMOVE BY PAYMENT,
BONDING OR OTHERWISE:
(I) ANY TITLE OBJECTIONS WHICH HAVE BEEN VOLUNTARILY
RECORDED OR OTHERWISE PLACED BY SELLER AGAINST THE PREMISES ON OR FOLLOWING THE
DATE HEREOF AND (II) ANY TITLE OBJECTION WHICH CAN BE REMOVED BY THE PAYMENT OF
A LIQUIDATED SUM OF MONEY; PROVIDED, THAT, IN NO EVENT SHALL SELLER BE OBLIGATED
TO EXPEND IN EXCESS OF $1,000,000 PURSUANT TO THE PROVISIONS OF THIS CLAUSE
(II).
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, IF THE COMMITMENT OR ANY UPDATE THERETO DISCLOSES JUDGMENTS,
BANKRUPTCIES OR OTHER RETURNS AGAINST OTHER PERSONS OR ENTITIES HAVING NAMES THE
SAME AS OR SIMILAR TO