Title Objections. If such Title Commitment and/or Survey disclose matters and exceptions to title, other than Permitted Exceptions, to which Purchaser objects (the “Title Objections”) in a written notice to Seller delivered no later than five (5) days following receipt of the Title Commitment and Survey, Seller (in its sole discretion) shall have ten (10) business days (the “Seller Cure Period”) from the date of such notice to have the Title Objections removed or to obtain the commitment of the Title Company to provide affirmative insurance to Purchaser over such Title Objections at standard rates. If Seller fails or elects not to have any Title Objections removed or fails or elects not to cause the Title Company to issue its commitment to insure over the same on or prior to the expiration of the Seller Cure Period, Purchaser may, as its sole remedies, either elect to take title as it then is or terminate this Contract and receive a return of the Deposit by delivery of notice to that effect at any time prior to the “Title Objection Expiration Date” which shall mean within five (5) days after the sooner of the # the date on which Seller notifies Purchaser of its failure to have any such Title Objections removed or insured over, or # the expiration of the Seller Cure Period. If Purchaser shall elect to take title subject to any Title Objections, all of such Title Objections shall thereupon become, for all purposes hereof, additional “Permitted Exceptions;” provided, however, Mandatory Cure Items (as hereinafter defined) shall not be considered Permitted Exceptions and shall be removed and cured by Seller at its sole expense prior to the Closing. If any of the time periods set forth in this [Section 1.01] extend beyond the Closing Date, then notwithstanding anything set forth in this Contract to the contrary, the Closing Date shall be extended to permit the applicable party to have the full time period set forth in this section. “Mandatory Cure Items” shall mean liens which are of a definite and ascertainable amount which in the aggregate can be removed at the Closing by payment of monies, and which either # represent, evidence, secure or otherwise relate to mortgage debt, security interests, and other financing documents, # represent taxes or assessments which are then delinquent or which are then due and payable, # relate to any mechanics or materialmen’s liens, and # any other monetary liens. Purchaser shall not be obligated to identify any Mandatory Cure Items as a Title Objection.

Title Objections. During the Title and Survey Review Period, ​ shall review title to the Properties as disclosed by the Title Commitments and the Surveys and shall notify ​ in writing of any objections which ​ may have to matters disclosed in the Title Commitments or in the Surveys prior to the expiration of the Title and Survey Review Period (the “Title Objection Notice”). ​ shall have no obligation to cure any matters raised in ​’s Title Objection Notice other than judgment liens, mortgage liens, deed of trust liens, monetary liens affecting the Property created by ​, mechanic’s liens arising from materials furnished to or work performed on the Properties by ​, unpaid real estate taxes and assessments (other than liens for taxes and assessments not yet due and payable) (collectively, “Monetary Liens”). ​ shall cause all of such Monetary Liens to be released, discharged or endorsed or bonded over (provided that the same are removed as exceptions from the Title Policy or, if endorsed over, the form and content of the endorsement is acceptable to ​, in ​’s sole discretion) at or prior to Closing. If the Title Company, after the expiration of the Inspection Period, issues any supplemental or amended Title Commitments adding any materially adverse title exceptions or materially adversely modifying title exceptions (other than Monetary Liens) or adding or modifying, in any materially adverse manner, the conditions to obtaining the Title Policy or any endorsement obtained by ​ solely to cure matters raised in an Objection Notice that ​ has elected to cure hereunder (individually an “Amended Commitment” and, if more than one, the “Amended Commitments”), or the surveyor, after the expiration of the Inspection Period, revises any of the Surveys to disclose any material adverse matters not appearing on the Surveys previously delivered to ​ (individually a “Revised Survey” and, if more than one, the “Revised Surveys”), ​ shall have a period of time equal to five (5) business days (a “Supplemental Review Period”) from the date of its receipt of any Amended Commitment or Revised Survey, as applicable (together with copies of or electronic access to any documentation underlying any new title exception), within which to deliver a written notice (the “Supplemental Objection Notice,” together with the Title Objection Notice, or each individually, as the context may imply, an “Objection Notice”) to ​ and Escrow Agent specifying its objections to any such new materially adverse exceptions, conditions or matters disclosed by the Amended Commitments or Revised Surveys that are unacceptable to ​. If ​ does not timely object to an exception to title or other matter in an Objection Notice or Supplemental Objection Notice, as the case may be, such matter shall be deemed to have been approved by ​ and shall be deemed to be a Permitted Exception (as hereinafter defined). ​’s failure to timely provide an Objection Notice or a Supplemental Objection Notice, shall constitute an approval by ​ of all matters disclosed in the Title Commitments, the Surveys, any Amended Commitment or any Amended Survey, as the case may be.

Objections. All objections and all reservations of rights pertaining to Confirmation or approval of the Disclosure Statement that have not been withdrawn, waived, or settled are overruled on the merits.

Buyer shall be allowed ten (10) days after receipt of said Title Commitment for examination and the making of any title objections thereto (the "Title Objections"), said Title Objections to be made in writing or deemed waived (such written notice of Buyer's Title Objections to be hereinafter referred to as the "Notice of Objections"). Except as set forth below, any title exception disclosed by the Title Commitment or Buyer's survey and not listed in such Notice of Objections shall be deemed a "Permitted Title Exception" under this Agreement.

2.3Title and Survey Defects. Purchaser may obtain a survey of the Land or an update to Seller’s existing survey for the Land. Purchaser shall furnish to Seller, on or before expiration of the Due Diligence Period (defined below), a copy of Purchaser’s title report and survey, together with a statement specifying any defects in title or survey (collectively, “Title Objections”) which are not Permitted Exceptions (“Purchaser’s Statement”). If Purchaser does not submit such title report, survey and Purchaser’s Statement to Seller on or before such date, then Purchaser shall be deemed to waive the right to raise any Title Objections. Seller shall notify Purchaser within five (5) days after receipt of Purchaser’s Statement whether Seller will remove or cure the Title Objections listed in Purchaser’s Statement. Purchaser agrees that Seller shall have no obligation to remove or cure such Title Objections or to incur any cost or expense in connection therewith. If Seller does not agree within such five (5) day period to remove or cure any such Title Objections, then Seller shall be deemed to have elected not to remove or cure such Title Objections. If Seller elects (or is deemed to elect) not to remove or cure such Title Objections, then Purchaser shall have the right, upon notice delivered to Seller and the Escrow Agent within five (5) days after the expiration of the five (5) day period set forth above, either to # waive such Title Objections and close title without abatement or reduction of the Purchase Price, or # terminate this Agreement. If Purchaser fails to terminate this Agreement within such five (5) day period, then Purchaser shall be deemed to waive any Title Objections which Seller has not agreed to remove. If this Agreement is terminated pursuant to this [Section 2.3], except as expressly provided herein, neither party shall have any further liability to the other hereunder.

If Seller shall fail to cure (or commence to cure) or eliminate all the Title Objections listed in the Notice of Defect within fifteen (15) business days after receipt of the Notice of Objections (the "Title Cure Period"), then Buyer may elect either to: # accept the Property subject to the title exception(s) not cured (in which case such title exception(s) shall become a Permitted Title Exception(s) hereunder), or # terminate this Agreement.

Title. Each Seller has good and valid title to the Transferred Shares set forth on [Exhibit A] hereto opposite its name and has not entered into any arrangement or agreement to transfer, assign or otherwise subject such Transferred Shares to any Encumbrances in any manner. Upon the consummation of the transactions contemplated hereby, the Company shall have good and valid title to such Seller’s Transferred Shares free and clear of any Encumbrances other than those provided for by applicable securities Laws.

Title. ​ has good, marketable and insurable fee simple title to the Land and good title to the balance of the Property, free and clear of all Liens whatsoever except the Permitted Encumbrances and the Liens created by the Loan Documents. The Permitted Encumbrances in the aggregate do not materially affect the value, operation or use of the Property (as currently used) or ​’s ability to repay the Loan or the security intended to be provided by the Mortgage or with the current ability of the Property to generate net cash flow sufficient to service the Loan or ​’s ability to pay and perform the obligations under the Loan Documents when they become due. The Mortgage, when properly recorded in the appropriate records, together with the Assignment of Leases and any Uniform Commercial Code financing statements required to be filed in connection therewith, will create # a valid, perfected first priority lien on the Property, subject only to Permitted Encumbrances and the Liens created by the Loan Documents, and # perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances and the Liens created by the Loan Documents.

Title. Seller has good and marketable title to all of the Acquired Assets (including, without limitation, all Client Accounts and all records, files, data and other records related thereto), free and clear of Security Interests other than Permitted Security Interests and no shareholder, member, employee or any other Person or entity has any ownership interest, claim, right to solicit or other present or contingent right or interest in or to any of the Acquired Assets.

Section # Upon execution of this Agreement, ​ shall order an updated survey (“Survey”). ​ hereby acknowledges receipt of title commitment number FN-14176-NY (the “Title Commitment”) with respect to the purchase of the Property from the Title Insurer. No later than twenty (20) days from the Effective Date of this Agreement, ​ shall notify ​ of such objections, except for any Permitted Encumbrances set forth in [Section 5.01] above, as ​ may have to anything contained in the Title Commitment or on the Survey (collectively, the “Title Objections”). If there are Title Objections by ​, ​ shall have the option, at its sole discretion, to satisfy them prior to the Scheduled Closing Date. If ​ elects to attempt to satisfy the Title Objections, ​ shall so notify ​ within ten (10) days after receipt of such Title Objections and shall use commercially reasonable efforts to attempt to cure such Title Objections prior to Closing, and the Scheduled Closing Date may be extended, at ​’s option for reasonable periods of time not to exceed ninety (90) days in the aggregate, in order to attempt to cure such Title Objections. If ​ elects not to satisfy such Title Objections, then ​ shall so notify ​ and ​ shall thereupon have a period of ten (10) days after receipt of ​’s notice that ​ elects not to cure such Title Objections to either # waive the Title Objections and accept such title as ​ is able to convey, without abatement or reduction of the Purchase Price or any credit or allowance on account thereof (except as may otherwise be expressly set forth herein), and by such waiver of the Title Objections, ​ shall be deemed to have waived any and all claims and/or causes of action against ​ for damages or any other remedies for any and all defects in and/or exceptions to title to the Property, or # terminate this Agreement by giving notice to ​ on or before the end of such ten (10) day period, in which event the Downpayment shall be returned to ​ and the parties hereto shall be released from further liability hereunder except as expressly otherwise provided herein. In no event shall ​ have any obligation to commence litigation or to expend money to cure or remove any Title Objections; provided, ​ shall be required to remove, by payment, bonding or otherwise: # any instruments which have been voluntarily recorded or otherwise placed by ​ against the Property on or following the date hereof (other than with the approval of ​) and which are not given for the benefit of any utility or governmental authority in the ordinary course, # any mechanics’ liens relating to work done by or at the request of ​ at the Property (but expressly excluding mechanics liens created or permitted by a Tenant under a Lease) (the liens described in [clauses [(i) and (ii) above]e]], collectively, “Voluntary Liens”), # any Title Objections which would not fall within the definition of # above and which can be removed by the payment of a liquidated sum of money (“Monetary Liens”); provided, however, that ​ shall not have the obligation to remove any of such Monetary Liens unless such Monetary Lien is an ascertainable, fixed amount, and, in no event shall ​ be obligated to expend amounts in excess of ​ (the “Monetary Lien Cap Amount”) pursuant to the provisions of this sentence, and # all mortgages, assignments of leases and rents and UCC-1 financing statements under which ​ is a borrower or otherwise constituting a lien on the Property (“Mortgages”). ​’s failure to exercise the right to terminate within the ten (10) day period shall constitute a waiver of ​’s right to terminate with respect to such title matters. Notwithstanding anything contained herein to the contrary, in the event that the Title Insurer selected by ​ cannot insure good and valid fee title to the Property in accordance with an ALTA form of Owner’s policy at standard premiums, ​ shall have the option, but not the obligation, upon notice to ​, to select a Title Insurer that will insure fee title to the Property at standard premiums in accordance with an ALTA form of Owner’s policy, subject to the Permitted Encumbrances.(except with respect to Voluntary Liens, Monetary Liens and Mortgages, which shall in no event constitute Permitted Encumbrances).