(Contract's Recital 4)
(a) Title to the Property shall be good of record and in fact, marketable and
insurable at standard rates by a title insurance company licensed to do business in Virginia. Any
monetary liens shall be satisfied out of settlement proceeds.
(b) Within fifteen (15) days after the Effective Date, Purchaser shall order a
title examination and commitment as to the status of title to the Property ("Purchaser's Title
Commitment"). Within sixty (60) days after the Effective Date, Purchaser shall deliver to Seller
copies of Purchaser's Title Commitment and, should Purchaser commission one, a survey and
shall advise Seller by written notice ("Title Objection Notice") of any objections that Purchaser
may have as to the matters reflected in Purchaser's Title Commitment or the survey ("Title
In the event it does not timely give a Title Objection Notice, Purchaser shall be
deemed to have accepted title as reflected in Purchaser's Title Commitment and, if one is
prepared, the survey, should Purchaser elect to proceed beyond the Feasibility Period under this
Contract. Within ten (l0) days after delivery of a Title Objection Notice to Seller, Seller shall
advise Purchaser by written notice ("Seller Title Notice") that Seller elects to either:
(i) immediately undertake at her expense and diligently pursue
corrective action and proceed to resolve the Title Objection(s) by the Settlement Date as defined
in Paragraph 9(a); or
(ii) not remedy the Title Objection(s).
In the event Seller does not timely give a Seller Title Notice to Purchaser, Seller shall be deemed
to have elected to not remedy the Title Objection(s).
(c) In the event Purchaser advises Seller of Title Objection(s) and Seller elects
not to undertake corrective action, Purchaser may elect either to waive such Title Objection(s)
and proceed under this Contract or to terminate this Contract and have the Promissory Note
returned to it. Purchaser shall advise Seller as to its election prior to the expiration of the
Feasibility Period should Purchaser elect to proceed beyond the Feasibility Period under this
(d) Seller expressly acknowledges that Seller shall be required to cause to be
released at or prior to Settlement any mortgages, deeds of trust or monetary liens (including
without limitation mechanic's liens) to the extent that such monetary liens are not caused by
Purchaser's activities on the Property, and Purchaser shall not be required to list any such matters
as Title Objection(s). All matters disclosed by Purchaser's Title Commitment which are not the
subject of Title Objection(s) by Purchaser, other than monetary liens as described above, shall be
deemed to be Permitted Exceptions (as defined below). If Purchaser does not terminate this
Contract, all Title Objection(s) which Seller has elected not to cure shall be deemed Permitted
Exceptions. If Seller,with the exercise of reasonable diligence, is unable to cure any Title
Objection(s) which Seller has elected to cure within four (4) months following the receipt of
such Title Objection(s), Purchaser shall elect, within ten (10) days after the expiration of such
four-month period, by written notice to Seller, either (x) to terminate this Contract, in which
event the Deposit shall be returned to Purchaser and the parties shall have no further rights or
obligations hereunder (other than those which by their specific terms are to survive a termination
ofthis Contract), or (y) to waive such Title Objection(s) aild proceed in accordance with the
terms of this Contract, in which event such Title Objection(s) shall be deemed to be Permitted
Exceptions to title. The "Permitted Exceptions" shall mean (i) all matters disclosed by the
Purchaser's Title Commitment which are not the subject of Title Objection(s) by Purchaser, other
than monetary liens, (ii) all Title Objection(s) which Seller has elected not to cure (provided
Purchaser does not elect to terminate this Contract as set forth above), and (iii) all Title
Objection(s) which Seller has elected to cure but which Seller is unable to cure within four (4)
months following the receipt of such Title Objection(s) (provided Purchaser does not elect to
terminate this Contract as set forth above). The Purchaser's Title Commitment may be updated
by the Escrow Agent, at Purchaser's expense, prior to Settlement. Any title exception, other than
a Permitted Exception, which appears on such updated Purchaser's Title Commitment (a "New
Exception") shall be cured by Seller prior to Settlement, and the date for Settlement shall be
deferred for up to sixty (60) days to permit Seller to cure such New Exceptions.
(e) Subsequent to the Effective Date, Seller shall not mortgage or encumber
the Property or execute any easements, covenants, proffers, conditions or restrictions with
respect to the Property without Purchaser's prior written consent.
(f) Title to the Property shall be conveyed by Seller to Purchaser at
Settlement by Special Warranty Deed in recordable form subject only to the Permitted
Exceptions or those other exceptions waived by Purchaser and deemed Permitted Exceptions as
set forth above.
(g) In the event any matter which renders title to the Property to become
unmarketable or uninsurable at ordinary rates arises subsequent to the Effective Date and is not
disclosed in the Purchaser's Title Commitment, Seller shall cause same to be cured and the date
for Settlement shall be deferred for up to sixty (60) days to permit such cure.
(h) Purchaser shall have the right to have the Property surveyed by a surveyor
licensed by the Commonwealth of Virginia, chosen by Purchaser, prior to the expiration of the
Feasibility Period. If the report of survey (the "Survey") shows any encroachment on the
Property or encroachments into the adjoining lands of others or other defects and Purchaser
objects to the same by written notice to Seller prior to the, the same shall be treated as a Title
Objection(s) in accordance with Paragraph 4(b).
(i) Seller and Purchaser agree that the issue of marketability of the title to the
Property or the curing or removal of a Title Objection shall be determined on the basis of
applicable standards adopted by the Title Company.