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title insurance in the amount of the Purchase Price and including any policy endorsements required <br />by Buyer (the "Title Commitment"). <br />4.3. Review of Title. Buyer shall have until the end of the Contingency Period, <br />as defined below, to notify Seller in writing of any objection Buyer in its sole discretion may have <br />to any exceptions shown on the Title Commitment. General taxes due after Closing and those <br />exceptions disclosed in the Title Commitment that Buyer does not disapprove shall constitute <br />permitted exceptions ("Permitted Exceptions"). Seller, at its sole cost and expense, shall remove <br />all exceptions other than Permitted Exceptions. Seller shall immediately notify Buyer of any liens, <br />leases, encumbrances, easements, restrictions, conditions, covenants, rights-of-way and other <br />matters affecting title to the Property that are created and which may appear of record or be <br />revealed by survey or otherwise after the date of the Commitment but before the Closing <br />(collectively, "Intervening Exceptions"). Intervening Exceptions shall be subject to Buyer's <br />approval and Buyer shall have ten (10) Business Days after notice in writing of any Intervening <br />Exception, together with a description thereof and a copy of the instrument creating or evidencing <br />the Intervening Exception, if any, to either accept it (whereupon the Intervening Exception shall <br />be a Permitted Exception) or submit written objection. Seller will promptly remove all Intervening <br />Exceptions that do not become Permitted Exceptions. <br />5. Conditions Precedent. <br />5.1. Conditions to Purchase. Buyer's obligations with respect to purchase of the <br />Conservation Easement and the Closing are subject to fulfillment by the Closing Date, or earlier <br />waiver by Buyer, of the conditions precedent described below ("Conditions Precedent"). <br />(a) Title Policy. All requirements set forth in the Title Commitment <br />shall have been satisfied or waived by the Title Company and the Title Company shall be prepared <br />to issue the Title Policy. <br />(b) Moratorium. No reassessment, reclassification, rezoning or other <br />change in judicial or administrative decision or proceedings (including amendments and <br />modifications of any of the foregoing) pending or proposed to be imposed by any governmental <br />or quasi -governmental authority or any public or private utility having jurisdiction over the <br />Property shall have occurred. <br />(c) Zoning; Survey_. There are no existing violations of zoning <br />ordinances or other laws, ordinances or restrictions applicable to the Property; there are no <br />encroachments upon the Property; and there are no other matters of survey that, in Buyer's sole <br />discretion after examination of a survey of the Property, would affect the placement of or purpose <br />of the Conservation Easement. <br />(d) No Notices. Seller has not received actual notice from any <br />governmental authority that existing uses of the Property are not in full compliance with all <br />applicable zoning laws (and applicable variances) and any other local, municipal, regional, state <br />or federal requirements or that the improvements on the Property do not comply with all applicable <br />Page 3 of 20 <br />