MAY BE EXTENDED) EITHER (X) DOES NOT ELECT TO REMEDY A TITLE OBJECTION, OR
(Y) HAVING ELECTED TO REMEDY A TITLE OBJECTION FOR ANY REASON WHATSOEVER DOES
NOT DO SO, AT OR PRIOR TO THE CLOSING DATE (AS THE SAME MAY BE ADJOURNED), BUYER
MAY AT ITS SOLE AND EXCLUSIVE OPTION WITHIN FIVE (5) BUSINESS DAYS AFTER A
SELLER FAILS TO ELECT TO REMEDY A TITLE OBJECTION OR, WITH RESPECT TO ANY TITLE
OBJECTION THAT A SELLER FAILS TO REMEDY AFTER HAVING ELECTED TO DO SO, ON THE
CLOSING DATE (AS THE SAME MAY BE ADJOURNED) EITHER (1) TERMINATE THIS AGREEMENT
WITH RESPECT TO SUCH INDIVIDUAL PROPERTY TO WHICH SUCH TITLE OBJECTION RELATES
AND RECEIVE A RETURN OF THE PORTION OF THE DEPOSIT RELATING TO SUCH INDIVIDUAL
PROPERTY AS SHOWN ON SCHEDULE 2.1(A) (AND THE APPLICABLE SELLER AND BUYER SHALL
JOINTLY INSTRUCT ESCROW HOLDER TO PROMPTLY RETURN SUCH PORTION OF THE DEPOSIT TO
BUYER) AND SUCH SELLER SHALL NOT HAVE ANY FURTHER LIABILITY OR OBLIGATION TO
BUYER HEREUNDER NOR SHALL BUYER HAVE ANY FURTHER LIABILITY OR OBLIGATION TO SUCH
SELLER HEREUNDER WITH RESPECT TO THAT INDIVIDUAL PROPERTY, EXCEPT FOR SUCH
OBLIGATIONS AS ARE SPECIFICALLY STATED IN THIS AGREEMENT TO SURVIVE THE
TERMINATION OF THIS AGREEMENT, OR (2) ELECT TO ACCEPT TITLE TO THE INDIVIDUAL
PROPERTY AS IT THEN IS WITHOUT ANY REDUCTION IN, ABATEMENT OF, OR CREDIT AGAINST
THE PURCHASE PRICE AND SUCH EXCEPTIONS SHALL BE DEEMED A PERMITTED ENCUMBRANCE;
IF BUYER FAILS TO TIMELY MAKE EITHER SUCH ELECTION, BUYER SHALL BE DEEMED TO
HAVE ELECTED OPTION (1).
SECTION 3.4.
REMOVAL OF TITLE OBJECTIONS. NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, SELLERS SHALL BE DEEMED TO HAVE REMOVED OR CORRECTED EACH
EXCEPTION THAT IS NOT A PERMITTED ENCUMBRANCE IF, IN SELLERS' DISCRETION AND AT
SELLERS' SOLE COST AND EXPENSE, SELLERS EITHER (A) TAKE SUCH ACTIONS AS ARE
NECESSARY TO ELIMINATE (OF RECORD OR OTHERWISE, AS APPROPRIATE) SUCH TITLE
OBJECTION, (B) CAUSE THE TITLE COMPANY TO INSURE OVER OR REMOVE SUCH EXCEPTION
THAT IS NOT A PERMITTED ENCUMBRANCE AS AN EXCEPTION TO TITLE IN THE TITLE POLICY
OR AFFIRMATIVELY INSURE AGAINST THE SAME (AND CONFIRMATION THAT THE TITLE
COMPANY WILL ISSUE SUBSEQUENT TITLE POLICIES ON THE PROPERTY WITH THE SAME
AFFIRMATIVE INSURANCE), IN EACH CASE WITHOUT ANY ADDITIONAL COST TO BUYER,
WHETHER SUCH INSURANCE IS MADE AVAILABLE IN CONSIDERATION OF PAYMENT, BONDING,
INDEMNITY GIVEN BY SELLERS OR OTHERWISE , OR (C) DELIVER (I) THEIR OWN FUNDS (OR
DIRECT THAT A PORTION OF THE PURCHASE PRICE BE DELIVERED) IN AN AMOUNT NEEDED TO
FULLY DISCHARGE ANY SUCH EXCEPTION TO THE TITLE COMPANY WITH INSTRUCTIONS FOR
THE TITLE COMPANY TO APPLY SUCH FUNDS TO FULLY DISCHARGE ANY SUCH EXCEPTION, AND
(II) IF REQUIRED BY THE TITLE COMPANY, SUCH INSTRUMENTS, IN RECORDABLE FORM, AS
ARE NECESSARY TO ENABLE THE TITLE COMPANY TO DISCHARGE SUCH EXCEPTION OF RECORD.
BUYER SHALL HAVE NO RIGHT TO DIRECT THE TITLE COMPANY TO APPLY ANY PORTION OF
THE PURCHASE PRICE TO CURE A TITLE OBJECTION WITHOUT SELLERS' PRIOR WRITTEN
APPROVAL.