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ARTICLE V. <br />TITLE MATTERS <br />5.1 Title and Cure. Title Insurance. The Buyer shall obtain and deliver to the Seller, at <br />the Buyer's expense, on or before ten (10) Business Days following the Execution Date, a <br />certificate of taxes due on the Transferred Real Property and a current title insurance <br />commitment, with copies of all exceptions referenced therein, which copies shall be as legible as <br />the Title Company can reasonably provide (the "Commitment") from the Title Company <br />committing to issue an owner's title insurance policy to the Buyer's reasonable satisfaction in the <br />amount of the total Purchase Price for the Transferred Real Property, agreeing to insure good and <br />marketable title in fee simple to the Transferred Real Property in Buyer, subject only to: (a) <br />current non -delinquent general real property taxes; (b) easements, rights-of-way, restrictions, <br />and other title matters of record; and (c) any Permitted Liens. The Commitment shall provide <br />for the deletion from the title insurance policy, at Seller's expense, of all standard printed <br />exceptions and the removal of the mechanics' lien exception to the Title Policy. <br />5.2 Title Review. On or before the date thirty (30) days following the Execution Date <br />(the "Title Review Period"), Buyer shall review the Commitment, and all other materials <br />relating to the title to the Property (herein collectively "Review Documents") and shall notify <br />Seller of its acceptance or rejection of any conditions of title contained in and/or described by the <br />Review Documents, which acceptance shall be made in Buyer's sole and subjective <br />determination. If Buyer timely objects to any condition of title disclosed by the Review <br />Documents (collectively "Title Defect") Seller shall, within ten (10) business days after the <br />expiration of the Title Review Period, as defined below, either (i) cure the Title Defect or (ii) <br />give written notice to Buyer that Seller will not cure the Title Defect, and should Seller fail to <br />timely cure the Title Defect or give such written notice, then Buyer may at its sole option either <br />terminate this Agreement, whereupon neither Seller nor Buyer shall have any further liability <br />hereunder (except for matters which expressly survive termination), or continue this Agreement <br />in full force and effect by written notice to Seller in which event the Title Defect shall be deemed <br />to be a Permitted Exception (if applicable). If Buyer fails to notify Seller of any Title Defects <br />prior to the expiration of the Title Review Period then Buyer shall be deemed have accepted title. <br />For purposes of this Agreement, all matters shown on the Review Documents to which Buyer <br />waives objections as provided above shall he referred to herein as the "Permitted Exceptions". <br />5.3 Title Policy. Promptly after the Closing, the Parties shall cause the Title <br />Company to deliver to Buyer, at Buyer's sole expense, a title insurance policy for the Transferred <br />Real Property purchased in conformance with the Commitment, in the full amount of the total <br />Purchase Price for said Transferred Real Property, showing fee simple title to such property <br />vested in Buyer subject only to the Permitted Exceptions and any Permitted Liens. <br />5.4 After -Acquired "Title. if prior to the Closing Date, the Seller or the Individuals <br />acquire any ftuther right, title or interest in or to the Purchased Assets, including as a result of <br />any amendment or relocation thereof, the Seller or the Individuals shall promptly provide the <br />Buyer with written notice thereot and such right, title and interest shall, without payment of <br />additional consideration, become part of the Purchased Assets subject to all of the terms and <br />conditions of this Agreement. <br />26 <br />