5.2 EDSR 10-20-2014 - Laserfiche WebLink

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(collectively "Monetary Liens"). With respect to any update to the Title Commitment and/or the Survey, Buyer shall have 10 days after Buyer's receipt of the applicable updated Title Commitment and/or Survey to notify Seller of any Objections; provided that Buyer shall not have the right to object to any matters that were shown on a previous Title Commitment and/or Survey and not timely objected to by Buyer. Seller shall use reasonable efforts to correct any Objections which shall include, if applicable, payment of the Monetary Liens out of proceeds from Closing on the Closing Date if they are not satisfied prior thereto. At Closing, Buyer shall have the right to require endorsement(s)to the Title Policy, at Buyer's cost. If the Objections are not cured prior to the Closing Date, Buyer will have the option to do any of the following by notice provided to Seller: (i) Terminate. Terminate this Agreement pursuant to Section 3 herein, on or before the Closing Date. Upon such termination, neither Seller nor Buyer shall have any further rights or obligations under this Agreement, except for the Surviving Covenants; or (ii) Waive. Waive the Objections and close the transaction contemplated by this Agreement as if such Objections had not been made. (d) Title Policy. If the Closing occurs, Title Company shall issue an owner's title insurance policy ("Title Policy") pursuant to the Title Commitment, or a suitable mark up of the Title Commitment initiated by the Title Company undertaking to issue such a Title Policy within a reasonable time in the form required by the Title Commitment as approved by Buyer. 5) CLOSING PROCEDURES. (a) Closing Date. The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur on or before November 7, 2014, or such later date as mutually agreed to by the Buyer and Seller (the "Closing Date"). If Closing does not occur on or before June 1, 2015, this Agreement shall be null and void, Buyer shall execute a quit claim deed for the Property in favor of Seller, and neither party shall have any further obligations hereunder. The parties will submit all closing documents to the Title Company in escrow and will not attend the Closing in person. (b) Seller's Closing Documents. On the Closing Date, Seller shall execute and/or deliver to Buyer the following(collectively,the "Seller's Closing Documents"): (i) Deed. A Warranty Deed (the "Deed"), in recordable form, conveying marketable title to the Property to Buyer, free and clear of all encumbrances, other than those encumbrances not objected to or waived pursuant to Section 4; (ii) Seller's Affidavit. An Affidavit by Seller indicating that on the Closing Date there are no outstanding, unsatisfied judgments, tax liens, or bankruptcies against or involving Seller or the 1 Property; that there has been no skill, labor, or material furnished to the Property for which payment has not been made or for which mechanics' liens could be filed; and there are no other unrecorded interests 4 178525v7