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203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 Attachment B not been satisfied; or (ii) Waive the Purchaser Contingencies and proceed to Closing. If Purchaser elects to terminate this Agreement under clause (i) above, then upon Seller's receipt of Purchaser's written notice of termination, this Agreement shall be null and void, all Earnest Money shall be returned by Title Company to Purchaser, and neither party shall have any further obligation to the other. If Purchaser elects to waive the Purchaser Contingencies and proceed under clause (ii) above, then the Earnest Money shall become non-refundable to Purchaser except in the event of: (a) Seller's default; (b) termination by Seller for any reason under this Section 3; or (b) termination pursuant to Section 8 below. In the event Purchaser fails to give Seller written notice that it is proceeding under clause (i) or (ii) above by the end of the thiriy day period described above, then it shall be deemed that Purchaser is proceeding under clause (ii). 222 4. REPRESENTATIONS. Seller represents that Seller has full legal authority to execute and carry 223 out the terms of this Agreement. Except for the foregoing, Purchaser acknowledges that is 224 purchasing the Property in an "AS-IS" condition, with all faults accepted, and is not relying on 225 any statements or conditions of Seller or its agents, and Seller acknowledges that is purchasing 226 the City Parcel in an "AS-IS" condition, with all faults accepted, and is not relying on any 227 statements or conditions of Purchaser or its agents. 228 229 5. 230 231 232 233 234 235 236 6. 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 SURVEY. Within ten (10) days after the Effective Date, Seller shall deliver to Purchaser its most current ALTA/ASCM survey of the School Property as well as its proposed Replat (as defined in Section 9). Purchaser may have such survey updated at its cost and to separately describe the Land, the Access Easement Area, and the Parking Easement Area (the "Survey") and certified to Seller, Title Company, and Purchaser. Seller shall be provided with a copy of the updated Survey at no cost for its own use. EVIDENCE OF TITLE. Within ten (10) days after the Effective Date, Seller shall obtain a commitment for an ALTA Form B-2006 owner's policy of title insurance ("Title Commitment") from Title Company naming Purchaser as the proposed insured for the Land, the Access Easement Area, and the Parking Easement Area and a separate title insurance commitment naming Seller as the proposed insured for the City Parcel, providing requirements for deletion of the survey, mechanic's liens and possession standard exceptions and including special endorsements for such matters as Purchaser may request. The cost of obtaining such Title Commitments shall be paid by Seller. Purchaser shall be allowed twenty (20) days after the date of receipt of the latter of the Title Commitment or the Survey for examination of title and the making of any objections as to the Property (the "Title Objections"); such objections are to be made to Seller in writing or shall be deemed to have been waived. If any Title Objections relating to the Property are so made, Seller shall have ten (10) days from the date of Seller's receipt of the Title Objections to confirm in writing to Purchaser whether it will be able to remove the Title Objections on or prior to the Closing Date, and if not, which of the Title Objections Seller is unwilling to remove; provided, however, that Seller must satisfy any monetary liens or other monetary encumbrances on or prior to the Closing Date. Purchaser shall then have the right to either waive those Title Objections which Seller is unwilling to remove, or to terminate this Agreement as provided for above. If Seller fails to remove those Title