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~ .. notice from Seller of the election, in which case the City shall be entitled as of the date of the Written Notice to a full refund of all amounts paid to Seller under this instrument, with interest at 5% from date of payment, neither party hereto thereafter having any further rights or obligations hereunder except for the surviving obligations or (ii) to waive the objections and consummate the purchase of the Property, without any abatement or reduction of the Total Courthouse Cost, subject to the objections which shall be deemed to be permitted encumbrances; provided, however, the City shall be deemed to have waived the objections in the event the City does not deliver the written notice to Seller within ten business days of the City receiving notice from Seller of the election. Notwithstanding the foregoing, if Seller has commenced curing the objections and is diligently prosecuting the same, then the City, upon written request by Seller, shall extend the cure period for such time as may be required for Seller to cure the same, in no event to exceed thirty days. Should Seller elect to cure and be unsuccessful in completing same, the City may elect to terminate this Agreement and be entitled to the title objection refund right (neither party hereto thereafter having any further rights or obligations hereunder except for the surviving obligations) or to waive the objections and proceed to close under the provisions as stated herein without any abatement or reduction of the Total Courthouse Cost. Anything contained herein to the contrary notwithstanding, Seller shall have no duty or obligation to commence or prosecute litigation in order to effect a cure of any title defect, and have no obligation to pay any amounts for cure of any title defects other than liens or judgments affecting the Property that are directly caused or expressly permitted by Seller and that can be satisfied with the payment of a specified amount of money. 6.3 Survey. Within sixty days of the Effective Date, the City shall obtain a physical survey ofthe Property. The cost ofthe survey shall be borne by the City. The City shall notify Seller, in writing, as to matters disclosed on the survey which the City finds objectionable, within ten days of the City's receipt ofthe survey, and such objections shall be dealt with as title objections. It shall be the City's responsibility to provide the Title Company with a copy of the survey and any other certifications, affidavits or instruments which the Title Company may request or require to delete the standard survey exceptions in the title commitment. ARTICLE VII: REPRESENTATIONS AND WARRANTIES 7.1 Seller's Representations and Warranties. Seller warrants and represents the following: 7.1.1 Seller is a duly formed and validly existing limited liability company organized under the laws of the Commonwealth of Virginia; 7.1.2 Seller has the full legal right, power and authority to execute and deliver this Agreement and all of Seller's Documents, to consummate the transactions contemplated hereby, and to perform its obligations hereunder and under all of Seller's Documents; 7.1.3 This Agreement and Seller's Documents do not and will not contravene any provision of the Articles of Organization of Seller, any judgment, order, decree, writ or -15- Draft #4. 1