Proposal Mark-Up - Article VI

3176897NJAW Proposal Mark-Up

ARTICLE VI

TITLE AND CONDITION OF SYSTEMS

Section 6.1. TITLE. Good and marketable title to the Wastewater System, including the real property comprising same, including valid licenses and/or easements necessary to own, operate and access all assets constituting the Wastewater System shall be conveyed by the Borough to the Buyer at the Closing free and clear of all Encumbrances, subject only to the Permitted Encumbrances. “Permitted Encumbrances” means any and all:

(A)

matters disclosed by the Property Information Materials (as defined in Section 6.2 hereof);

(B)

matters that become Permitted Encumbrances in accordance with the provisions of this Article VI;

(C)

matters that would be revealed by a physical inspection of or a complete and accurate survey, of the real property comprising the Wastewater System;

(D)

rights of way and easements that do not materially interfere with the existing use of the real property comprising the Wastewater System;

(E)

zoning and other governmental restrictions; and

(F)

Intentionally omitted.

(G)

taxes, assessments and other public charges on real property comprising the Wastewater System not due as of the Closing Date, provided, however, in no event shall Permitted Encumbrances include Monetary Liens.

With respect to the real property comprising the Wastewater System, Buyer ~~shall~~ may within ~~ten (10) business~~ thirty (30) days of execution of this Agreement apply for an owner's title insurance policy or policies from a reputable title insurance company licensed to do business in New Jersey (the “Commitment”). Within ten (10) business days after receipt of the Commitment, the Buyer shall notify the Borough of any objections, other than the Permitted Encumbrances. Any matters set forth on the Commitment and not objected to by the Buyer within said ten (10) day period shall become Permitted Encumbrances hereunder. The Borough may elect to cure any title defect by so notifying the Buyer. If the Borough does not so elect within twenty (20) days after notice of the objection, or if after so electing, the Borough fails to cure the defect(s) prior to the Closing, then the Buyer may at its choice, (i) continue to close with a corresponding reduction in the Purchase Price equivalent to Buyer’s (a) costs for curing any title defects and (b) costs to obtain any easements necessary for the ownership and operation of the Wastewater System that are missing or that the Borough is unable to deliver; or (ii) terminate this Agreement upon notice to the Borough, said notice to be delivered within seven (7) days of the Borough’s failure to so elect or, if the Borough elects to cure but does not, to be delivered at