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5489135.1 12 <br /> <br />8. Title. <br /> <br />8.1. Title Commitment. Promptly following the Effective Date, Seller shall request to be issued <br />and delivered to Purchaser a title commitment for a CLTA standard coverage owner’s policy <br />of title insurance for the Property (the “Title Commitment”) issued by Commonwealth <br />Land Title Company (the “Title Company”), whose address is set forth in Section 13.4 <br />below. Within ten (10) days following Purchaser’s receipt of the Title Commitment but in <br />no event later than thirty (30) days prior to Closing Date (the “Title Objection Date”), <br />Purchaser shall furnish Seller with notice of any objection Purchaser has to the Title <br />Commitment which are not Permitted Exceptions; provided, however, Seller shall have no <br />obligation to cure any such objections except for Required Cure Items. Any matters <br />reflected on the Title Commitment (as it may be revised from time to time) as of the Title <br />Objection Date to which Purchaser does not object, shall be deemed Permitted Exceptions. <br />Following the Title Objection Date, Purchaser shall notify Seller within five (5) Business <br />Days of becoming aware of any other defects, encumbrances, encroachments or other <br />objections to title that are not Permitted Exceptions and were not previously disclosed on <br />the Title Commitment, of any objection thereto. Any defects, encumbrances, <br />encroachments or other objections to title that are reflected on the Title Commitment or that <br />would be disclosed by an accurate land title survey of the Property and that are not timely <br />objected to in accordance with this Section 8.1 shall be deemed Permitted Exceptions. Seller <br />shall notify Purchaser in writing within five (5) Business Days after receipt of a timely <br />delivered notice from Purchaser (“Seller’s Notice Period”) as to whether or not Seller elects <br />to remove or cure such matters to which Purchaser has timely objected and which do not <br />constitute Permitted Exceptions. If Seller notifies Purchaser that Seller has determined not <br />to remove any such matters or fails to state that Seller has determined to remove any such <br />matters, Purchaser shall have the right to elect, within three (3) Business Days after receipt <br />of such notice from Seller or lapse of Seller’s Notice Period, as applicable, but in no event <br />later than thirty (30) days prior to Closing Date , either (i) to accept such title as Seller is <br />able to convey, without any reduction of the Purchase Price or any credit or allowance on <br />account thereof or any other claim against Seller, in which case all objections shall be <br />deemed Permitted Exceptions, or (ii) to terminate this Contract, whereupon Purchaser and <br />Seller shall have no further rights or obligations under this Contract except with respect to <br />the provisions hereof which by their terms expressly survive the termination of this Contract. <br />If Purchaser does not notify Seller of its election within such three (3) Business Day period <br />(or, if earlier, on or before thirty (30) days prior to Closing Date) then Purchaser shall be <br />deemed to have elected (i) above. <br /> <br />8.2. Status of Title. Purchaser shall accept title to the Premises and consummate the transaction <br />contemplated by this Contract subject to (a) all defects, exceptions, restrictions, easements, <br />rights of way and encumbrances that are of record, or which would otherwise be disclosed <br />in an accurate land title survey of the Property other than, in each case, Required Cure Items; <br />(b) encumbrances for water charges, sewer rates, assessments and other governmental <br />charges; (c) statutory liens for taxes; (d) mechanics’, carriers’, workers’, or repairers’ liens, <br />and similar encumbrances other than Required Cure Items; (e) zoning ordinances, building <br />codes, entitlements and other land use regulations promulgated by any governmental or <br />quasi-governmental authority, including Environmental Requirements, or any <br />nonconformity or violation of the Property therewith or thereof; (f) all defects, irregularities, <br />exceptions, restrictions, easements, rights of way and encumbrances of title created by or <br />EXHIBIT 1