Nautilus 2009 Annual Report Download - page 246

13.3 Title . At the Option Closing, title of Option Holder to the Premises shall be insurable under an owner’s standard title insurance
policy subject only to those assessments, restrictions, easements, covenants, and reservations of record existing on the date of this Lease that do
not materially and adversely affect the use of the Premises in the ordinary course of Tenant’s business or the value of the Premises (provided,
however, that Landlord will use commercially reasonable efforts to resolve objections to the state of title raised by Option Holder’s lender
providing financing to Option Holder for the purchase of the Premises) as well as any matters arising by, through, or under Tenant (“Permitted
Exceptions”).
Title shall be conveyed by Landlord by a general warranty deed with English covenants of title subject to Permitted Exceptions. In
no event shall Permitted Exceptions include monetary liens or encumbrances created or permitted by Landlord. Promptly after Option Holder
becomes aware of any title exception or exceptions that are not Permitted Exceptions, Option Holder shall give notice of such exception(s) to
Landlord and Landlord shall promptly use its best efforts to correct whatever encumbrance, easement, or other adverse effect on title created the
title exception(s) but only if Landlord caused or permitted such encumbrance, easement, or other adverse effect.
13.4 Deadline to Close . Closing shall occur no later than 45 days after the notice of exercise is given; provided, however, that if an
encumbrance has arisen that is not a Permitted Exception and if such encumbrance can not be removed through escrow procedures at Closing,
then the deadline for the Option Closing shall be automatically extended for such reasonable period of time as is needed to remove the new title
exception, provided that such extension shall not exceed thirty (30) calendar days.
13.5 Place of Closing . The purchase of the Premises shall be closed through an escrow agent at an office in Virginia of the title
company that will issue the owner’s title insurance policy to Option Holder. If Landlord shall have paid Taxes relating to any period on or after
the Commencement Date or Tenant shall have said Taxes relating to any period before the Commencement Date, then Taxes shall be
appropriately prorated as of the Commencement Date.
13.6 Contingency for Remediation of Hazardous Materials . If any lender from which Option Holder intends to obtain funding for
payment of the purchase price of the Premises or if Grayson County (if it becomes Option Holder) determines that there has been one or more
releases or discharges of Hazardous Materials on the Premises and requires that the presence of Hazardous Materials be remediated as a
condition of funding (or, in the case of Grayson County, as a condition of the Option Closing being consummated) and if presence of Hazardous
Materials on the Premises results from one or more releases or discharges occurring before the Commencement Date, then the following
provisions apply:
(a) Option Holder will promptly provide Landlord with copies of all documents and communications in its possession
concerning the presence of Hazardous Materials and shall obtain and transmit to Landlord any survey, test reports, and/or other
documentation regarding such Hazardous Materials in the possession of lender.
(b) As soon as reasonably practical after Landlord receives the information from Option Holder pursuant to (a) above, Landlord
will obtain at least two estimates from reputable engineering or other companies experienced in carrying out remediation projects and
determine whether Landlord can cause the remediation to be completed at a cost not to exceed $220,000.00
(c) If Landlord determines that it can cause remediation to be completed at a cost not to exceed $220,000.00 and provided that
Option Holder provides assurances reasonably acceptable to Landlord that Option Holder will and can proceed to complete the Option
Closing promptly after remediation has occurred, then Landlord will use reasonable commercial efforts to cause the remediation to be
carried out and completed expeditiously.
(d) If Landlord cannot obtain a contract with a reputable engineering or other company experienced in remediation to remediate
to the extent required by the lender, or Grayson County if it is the Option Holder, at a cost not to exceed $220,000.00, then Option Holder
may elect, no later than 30 days after Landlord so informs the Option Holder, to (i) carry out the Option Closing at a purchase price for the
Premises of $1,980,000.00; (ii) provide financial assurances reasonably satisfactory to Landlord that the Option Holder will pay any costs
of remediation in excess of $220,000.00, in which case Landlord will proceed to use reasonable commercial efforts to cause the
remediation to be carried out and completed expeditiously (subject to receipt of assurances reasonably acceptable to Landlord that Option
Holder will and can proceed to complete the Option Closing promptly after remediation has occurred); or (iii) allow the Option Term to
expire without exercising the Option or, if the Option has been exercised, give notice to Landlord that Option Holder rescinds its exercise
of the Option.
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