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5 <br />LA515\146\976114.v4 <br />period of twelve (12) months subsequent to closing, and any action brought upon a claim by Buyer <br />against Sellers for a breach of any representation or warranty must be brought, if at all, within <br />twelve (12) months after closing or such claim and action shall be forever barred. <br /> <br />6. REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and warrants <br />to Sellers that: <br /> <br />A. Buyer has the requisite power and authority to enter into and perform its obligations <br />under this Agreement. <br /> <br />B. Buyer has the financial capacity to meet its obligations specified in this Agreement. <br /> <br />C. Buyer will timely perform its obligations specified in this Agreement. <br /> <br />7. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Sellers shall pay all real estate <br />taxes owed on the Property and deferred real estate taxes on the Property levied or pending on the <br />Property, including interest and penalties thereon, if any, owed for the years prior to the year in <br />which the closing occurs. Sellers and Buyer shall prorate as of the date of closing the real estate <br />taxes for the Property that are due and payable in the year of closing. Buyer shall assume the <br />balance of all assessments pending, levied or deferred as of the Effective Date or which may be <br />assessed after the Effective Date of this Agreement. <br /> <br />8. SURVEY AND TITLE MATTERS. As soon as reasonably practicable after the execution <br />of this Agreement by the parties, Buyer, at Buyer’s expense, shall procure a commitment for an <br />owner’s policy of title insurance for the Property (the “Title Commitment”), issued by the Title <br />Company, which Title Commitment shall name Buyer as the proposed insured. It is acknowledged <br />by the parties that Seller has obtained a survey of the Property from Folz, Freeman Surveyors, <br />which survey shall be delivered to Buyer. Any update or revision to the survey shall be obtained <br />by Buyer, in Buyer’s sole discretion and at Buyer’s sole cost and expense. Buyer shall have 10 <br />business days following the receipt of the Title Commitment and survey to make its title objections, <br />if any, in writing to Sellers, provided however, any objections to the Title Commitment or survey <br />must be made by Buyer to Seller before the expiration of the Due Diligence Period. Any exception <br />set forth in the Title Commitment or any matter disclosed on the survey which are not objected to <br />by Buyer to Seller as provided in this Section 8 of this Agreement, together with the Existing <br />Encumbrances shall be deemed a “Permitted Encumbrance”. Following its receipt of Buyer’s <br />written objections to title, Sellers may within thirty (30) days (the “Cure Period”) elect to make <br />commercially reasonable efforts to cooperate with Buyer to correct all such objections, during <br />which period the closing will be postponed, if necessary, provided Sellers shall have no obligation <br />to cure any objection. If Sellers elect not to cure any objection or if Sellers elect to cure any <br />objection, which objection is not cured within the Cure Period, Buyer will have the option to do <br />any of the following: (i) terminate this Agreement without any liability and receive a full refund <br />of all Earnest Money and any accrued interest thereon with neither Buyer nor Sellers being liable <br />for any damages hereunder; (ii) extend the Cure Period so long as Sellers are making a good faith <br />effort, with demonstrated progress, at Buyer’s sole and absolute discretion, for a period mutually <br />agreed upon by the parties; or (iii) waive the objections and proceed to close in which case Buyer <br />shall be deemed to have accepted the Property and all uncured objections shall be a Permitted