Permitted Encumbrances.
(III)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
SUBJECT TO SECTION 6(C) BELOW, IF SELLER IS UNABLE OR UNWILLING IN SELLER'S SOLE
AND ABSOLUTE DISCRETION, TO ELIMINATE THE TITLE OBJECTIONS BY THE SCHEDULED
CLOSING DATE, UNLESS THE SAME ARE WAIVED BY PURCHASER IN WRITING WITHOUT ANY
ABATEMENT IN THE PURCHASE PRICE, SELLER MAY, UPON AT LEAST TWO (2) BUSINESS
DAYS' PRIOR NOTICE ("TITLE CURE NOTICE") TO PURCHASER (EXCEPT WITH RESPECT TO
MATTERS FIRST DISCLOSED DURING SUCH TWO (2) BUSINESS DAY PERIOD, AS TO WHICH
MATTERS NOTICE MAY BE GIVEN AT ANY TIME THROUGH AND INCLUDING THE SCHEDULED
CLOSING DATE) ADJOURN THE SCHEDULED CLOSING DATE (SUCH DATE TO WHICH SELLER
ADJOURNS THE SCHEDULED CLOSING DATE IS THE "ADJOURNED CLOSING DATE"), FOR A
PERIOD NOT TO EXCEED SIXTY (60) DAYS ("TITLE CURE PERIOD"), IN ORDER TO ATTEMPT
TO ELIMINATE SUCH EXCEPTIONS.
(B)
IF SELLER IS UNABLE OR UNWILLING, IN SELLER'S SOLE AND
ABSOLUTE DISCRETION, TO ELIMINATE ANY TITLE OBJECTION WITHIN THE TITLE CURE
PERIOD, UNLESS THE SAME IS WAIVED BY PURCHASER, THEN, SUBJECT TO SECTION 6(C)
BELOW (FAILURE TO COMPLY WITH WHICH SHALL BE DEEMED A DEFAULT BY SELLER OF THIS
AGREEMENT), PURCHASER MAY (I) ACCEPT THE PROPERTY SUBJECT TO SUCH TITLE
OBJECTION (THEREBY UNCONDITIONALLY WAIVING ANY RELATED CLAIM OR 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 COMPLETE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT NOTWITHSTANDING
THE EXISTENCE OF SUCH TITLE OBJECTION, 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 TEN (10) BUSINESS DAYS FOLLOWING EXPIRATION OF THE TITLE
CURE PERIOD, TIME BEING OF THE ESSENCE, IN WHICH EVENT ESCROW AGENT SHALL
IMMEDIATELY RETURN TO PURCHASER THE DEPOSIT UPON RECEIPT OF WRITTEN DEMAND FROM
PURCHASER.
IF PURCHASER SHALL FAIL TO DELIVER THE NOTICE DESCRIBED IN CLAUSE
(II) WITHIN THE TEN (10) BUSINESS DAY PERIOD DESCRIBED THEREIN, TIME BEING OF
THE ESSENCE, PURCHASER SHALL BE DEEMED TO HAVE MADE THE ELECTION UNDER CLAUSE
(I).
UPON THE TIMELY GIVING OF ANY NOTICE UNDER CLAUSE (II), THIS
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Agreement shall terminate and neither Party hereto shall have any further rights
or obligations arising under this Agreement other than those which are expressly
provided to survive the termination of this Agreement.
(C)
IT IS EXPRESSLY UNDERSTOOD THAT 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 ANYTHING IN THIS ARTICLE 6
TO THE CONTRARY, SELLER SHALL BE REQUIRED TO REMOVE BY PAYMENT (OR BONDING WITH
RESPECT TO MECHANICS LIENS) ANY MORTGAGES, LIENS, ENCUMBRANCES OR OTHER TITLE
EXCEPTIONS WHICH