3. CLOSING DATE.
The delivery of the deed and the closing of title (the “Closing” or the “Closing Date”)
shall take place at the offices of Escrow Agent, or such other place and time as the parties may
agree, no later than that date which is 30 days after the expiration of the Due Diligence Period,
but in no event no later than December 31, 2020. TIME IS OF THE ESSENCE with respect to
the Closing Date and all other dates for performance set forth in this Agreement. If the
Purchaser requests an extension of the Closing Date in order to perform its obligations, a
monthly payment of $10,000 shall be paid to the Seller which payment will be non-refundable
and will not be credited to the purchase price. Ifthe Closing Date is extended for any other
reason, no additional payment shall be required.
4, USE OF MONEY TO CLEAR TITLE.
To enable Seller to make conveyance as herein provided, Seller may, at the time of
delivery of the Deed, use the purchase money or any portion thereof to clear the title of any or all
encumbrances or interests, provided that such encumbrances shall be discharged out of the
closing funds, or, in the case of any mortgage or other security instrument held by an institutional
lender, shall be paid off pursuant to written instructions from the holders of such encumbrances
(a) setting forth the amount due as of the Closing Date with a per diem interest amount, (b)
providing wiring instructions for payment of such amount to such holder and (c) confirming that
the holder will execute and deliver discharges of such encumbrances upon receipt of the amount
due.
5. EXAMINATION OF TITLE.
The cost of examination of title shall be borne by Purchaser. During the Due Diligence
Period, Purchaser may conduct such investigations of the condition of title to the Property,
including such title searches and land title surveys as Purchaser shall elect to perform (the “Title
Examination”). Purchaser shall notify Seller in writing on or before 5:00 p.m. on the last day of
the Due Diligence Period of any Title Objections (the “Title Notice”). As used herein,
Purchaser’s “Title Objections” may include any defects, exceptions, encumbrances to Seller’s
title to the Property, and may include both monetary encumbrances and non-monetary
encumbrances. Seller shall have 10 days (the “Cure Notice Period”) after the timely receipt of a
Title Notice to give Purchaser written notice (“Cure Notice”) as to which, if any, Title
Objections Seller agrees to cure on or before the Closing Date (the “Cured Title Objections”). If
Seller does not give a Cure Notice within such period, Seller shall be deemed to have elected not
to cure any of the Title Objections, and in that event, or if Seller gives Purchaser a Cure Notice
within such period but does not agree therein to cure all Title Objections, then Purchaser may
elect to terminate this Agreement by giving Seller written notice of such election prior to the
Closing Date, If Purchaser so elects, then this Agreement shall terminate as of the date of
Purchaser’s termination notice, whereupon the Second Deposit shall be promptly returned to
Purchaser by Escrow Agent, and this Agreement shall become void and without recourse to the
parties hereto. In any event, Seller shall cause all monetary encumbrances reported in the Title
Notice to be discharged, terminated or otherwise removed from the title to pursuant to Section 4.
If Seller fails to remove or cure any such non-monetary encumbrances for which Seller is
