Purchase And Sale Agreement And Joint Escrow Instructions

Exhibit 10.32

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS This Purchase and Sale Agreement and Joint Escrow Instructions (the " Agreement" ) is made as of October 23, 2008 (the " Effective Date" ) by and between Electronics For Imaging, Inc., a Delaware corporation (" Seller" ), and Gilead Sciences, Inc., a Delaware corporation (" Buyer" ), in the following factual context:

A. Seller is the owner of certain real property consisting of approximately 35 acres of land improved by two buildings known as 301 and 303 Velocity Way, in the City of Foster City (the " City" ), San Mateo County (the " County" ), California 94404 (APN 94-122-050, 060, 070, 080, 110, 120, 130, 140 and 150 and Parcel A as shown on Map of Tract No. 92-83) (" Seller' s Property" ), all as more particularly described in Exhibit A-1 and as shown on the assessor' s parcel map attached as Exhibit A-2 .

B. Seller' s Property is entitled for development of a total five (5) buildings consisting of up to 1,000,000 square feet of office, R&D, light assembly and ancillary facilities, as well as a parking structure, as set forth in the Vintage Park General Development Plan (" General Development Plan" ) and as described in a Development Agreement dated July 10, 1997 between CalCap, LLC, a California limited liability company (" CalCap" ), the City and the Estero Municipal Improvement District (the " District" ), and recorded in the Official Records of the County (the " Official Records" ) on August 14, 1997 as Document Nos. 97-099348 and 97-099349, as assigned by CalCap to Seller by an Assignment and Assumption Agreement dated August 14, 1997 and recorded in the Official Records as Document No. 97-108156, and amended by a First Amendment to Development Agreement dated July 17, 2000 (as assigned and amended, the " Development Agreement" ). Seller has constructed two buildings on Seller' s Property: " Building A" consisting of approximately 295,000 gross square feet and " Building B" consisting of approximately 163,000 gross square feet. The remaining 542,000 square feet of buildings and the parking structure approved per the General Development Plan have not been built.

C. The City has approved Specific Development Plans/Use Permits for buildings known as " Building C" consisting of approximately 163,000 gross square feet (per Specific Development Plan/Use Permit 97-001a approved by Planning Commission Reso. No. P-35-97, as amended by Reso. No. P-30-00), " Building " D" consisting of approximately 172,000 gross square feet (per Specific Development Plan/Use Permit 97-015, approved by Planning Commission Reso. No. P-01-98) and a parking structure (per Specific Development Plan/Use Permit 00-004 (approved by Planning Commission Reso. No. P-32-00).

D. Seller desires to sell, and Buyer desires to purchase, a portion of Seller' s Property, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the sum of One Hundred Dollars paid by Buyer to Seller, the covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, Seller and Buyer agree as follows:

Section 1. AGREEMENT OF SALE

Subject to and on the terms and conditions of this Agreement, Seller shall sell to Buyer and Buyer shall purchase from Seller all of the following assets (collectively, the " Property" ):

1.1 Land. The portion of Seller' s Property consisting of approximately 30 acres of land (APN 94-122-050, 060, 070, 080, 110, 120, 130 and 150 and Parcel A as shown on Map of Tract No. 92-83), all as more particularly described in Exhibit A-3 , together with (a) all privileges, rights, easements and appurtenances belonging to the real property, including, without limitation, all minerals, oil, gas and other hydrocarbon substances on and under the real property; (b) all development rights, air rights, air credits, water, water rights and water stock relating to the real property; and (c) all right, title and interest of Seller in and to any streets, alleys, passages, common areas, other easements and other rights-of-way or appurtenances included in, adjacent to or used in connection with such real property (collectively, the " Land" ); 1.2 Improvements. Any and all buildings, structures, systems, facilities, fixtures, fences and parking areas located on the Land, and any and all machinery, equipment, apparatus and appliances (not owned by tenants) used in connection with the operation or occupancy of the Land, including without limitation the office building containing approximately 163,000 square feet of gross building area commonly known as 301 Velocity Way (commonly known as " Building B" ), Foster City, California 94404 (collectively, the " Improvements" ); 1.3 Personal Property. All of Seller' s right, title and interest in and to any equipment, furniture and other tangible personal property (not owned by tenants) located within and used in connection with the operation or occupancy of the Land and Improvements (collectively, the " Personal Property" ), but excluding the personal property listed on Exhibit B (the " Excluded Personal Property" ). Before the expiration of the Due Diligence Period, the parties shall agree on the manner of Seller' s removal of the Excluded Personal Property. Personal Property shall include, without limitation, all workstations, chairs, tables, whiteboards, case work, cabling, fitness room equipment and day care center furniture and equipment; 1.4 Leases. All of Seller' s right, title and interest in and to all of the leases, licenses and other occupancy agreements with tenants of the Property which are listed on Exhibit C (the " Leases" ), together with all rental deposits, security deposits and other deposits given by tenants to secure their performance under the Leases;

1.5 Contracts. All of Seller' s right, title and interest in and to any of the contracts and agreements which are listed on Exhibit D that Buyer elects to assume by so stating in the Approval Notice (as defined in Section 3.2 below); and

1.6 Other Assets. All of Seller' s right, title and interest in and to all tangible and intangible assets of any nature relating exclusively to the Land, the Improvements and/or the Personal Property, including without limitation (a) all warranties upon the Improvements or Personal Property, to the extent such warranties are assignable; (b) copies of all plans, specifications, engineering drawings and prints in Seller' s possession or control relating to the construction of the Improvements; and (c) all other intellectual or intangible property used by Seller in connection with the Land, the Improvements and/or the Personal Property (collectively, the " Other Assets" ).


- 2 -

1.7 Retained Property . Seller shall retain ownership of the land and an office building consisting of approximately 295,000 square feet of gross building area (" Building A" ) and other related improvements known as 303 Velocity Way, Foster City, California (APN 94-122-140) together with (a) all privileges, rights, easements and appurtenances belonging to the real property, including, without limitation, all minerals, oil, gas and other hydrocarbon substances on and under the real property; (b) all development rights, air rights, air credits, water, water rights and water stock relating to the real property; and (c) all right, title and interest of Seller in and to any easements and other rights-of-way or appurtenances included in, adjacent to or used in connection with such real property (the " Retained Property" ). Building A and Building B are currently connected by a skywalk, which Buyer may elect, in its sole discretion, to be included in the Property being sold to Buyer. Buyer will give notice of its election to acquire the skywalk on or before the end of the Due Diligence Period (as defined in Section 3.1.1).

Section 2. PURCHASE PRICE

2.1 Amount. The purchase price for the Property (the " Purchase Price" ) shall be One Hundred Thirty-Seven Million Five Hundred Thousand Dollars ($137,500,000).

2.2 Payment. Buyer shall pay the Purchase Price to Seller as follows:

2.2.1 Deposit. Within two (2) business days after the Effective Date, and as a condition precedent to the effectiveness of this Agreement, Buyer shall deposit in escrow (" Escrow" ) with the Title Company (as defined in Section 3.3) the sum of Five Million Dollars ($5,000,000) in immediately available funds (the " Initial Deposit" ). Within two (2) business days following expiration of the Due Diligence Period, if Buyer has not elected to terminate this Agreement in accordance with Section 3.2 and if Buyer has given Seller the Approval Notice, Buyer shall deposit with the Title Company the additional sum of Five Million Dollars ($5,000,000) in immediately available funds (the " Additional Deposit" ). The Initial Deposit and any interest accrued thereon and the Additional Deposit and any interest accrued thereon are referred to in this Agreement as the " Deposit" . The Title Company shall place the Deposit in an interest-bearing account with either Bank of America, N.A. or Wells Fargo Bank, N.A. or other financial institution acceptable to Buyer and Seller.

2.2.2 Application of Deposit. If the sale of the Property pursuant to this Agreement is consummated, the Deposit and all accrued interest shall be credited against the Purchase Price. If the sale of the Property pursuant to this Agreement is not consummated as a result of (i) a default by Seller, (ii) termination of this Agreement pursuant to Section 3.2 or Section 3.4, or (iii) failure of an express condition for the benefit of Buyer, the Deposit shall be returned to Buyer. 2.2.3 Payment of Balance. On or before the Closing Date (as defined in Section 9.1), Buyer shall pay the balance of the Purchase Price by electronic transfer of immediately available funds into escrow.

2.2.4 Allocation of Purchase Price. Buyer and Seller shall use reasonable good faith efforts to agree, prior to expiration of the Due Diligence Period, upon the allocation of the Purchase Price paid for the Property in accordance with Section 1060 of the Internal Revenue Code of 1986 (as amended) (" Code" ).

2.2.5 Liquidated Damages. IN THE EVENT THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED AS A RESULT OF BUYER' S MATERIAL DEFAULT (HEREAFTER DEFINED IN SECTION 11.1 BELOW) IN PERFORMANCE OF ITS


- 3 -

OBLIGATION TO PURCHASE THE PROPERTY, SELLER MAY TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES IN ACCORDANCE WITH SECTION 11.4. BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT SELLER' S ACTUAL DAMAGES, IN THE EVENT OF BUYER' S BREACH OF ITS OBLIGATION TO PURCHASE THE PROPERTY WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, IN THE EVENT OF BUYER' S MATERIAL BREACH OF ITS OBLIGATION TO PURCHASE THE PROPERTY, THE PARTIES HAVE AGREED, AFTER NEGOTIATION, THAT THE DEPOSIT SHALL CONSTITUTE SELLER' S SOLE AND EXCLUSIVE RIGHT TO DAMAGES AND THAT THIS SUM REPRESENTS A REASONABLE ESTIMATE OF THE ACTUAL DAMAGES SELLER WOULD INCUR AS A RESULT OF BUYER' S DEFAULT IN THE PERFORMANCE OF ITS OBLIGATION TO PURCHASE THE PROPERTY. THE FOREGOING SHALL NOT LIMIT SELLER' S RIGHT TO RECOVERY UNDER ANY INDEMNITY BY BUYER IN CONNECTION WITH THIS AGREEMENT OR RECOVERY OF ANY ATTORNEYS FEES UNDER SECTION 13.8. SELLER WAIVES ANY RIGHT TO SPECIFIC PERFORMANCE OR DAMAGES OTHER THAN AS SET FORTH IN THIS SECTION 2.2.5. BY INITIALING IN THE SPACES WHICH FOLLOW, SELLER AND BUYER SPECIFICALLY AND EXPRESSLY AGREE TO ABIDE BY THE TERMS AND PROVISIONS OF THIS SECTION 2.2.5 GOVERNING LIQUIDATED DAMAGES.

Seller ( /s/ John Ritchie ) Buyer ( /s/ John Milligan ) Chief Financial Officer President & Chief Operating Officer

Section 3. DUE DILIGENCE

3.1 Due Diligence Period; Inspection and Access.

3.1.1 Due Diligence Period. The " Due Diligence Period" shall mean the period beginning on the Effective Date and ending at 5:00 p.m. Pacific Time on December 12, 2008.

3.1.2 Due Diligence Investigation. During the Due Diligence Period, Buyer shall have the right to conduct at its sole cost and expense such investigations, studies, surveys, analyses and tests of the Property as it shall in its sole discretion determine are necessary or desirable (the " Due Diligence Investigation" ). This investigation may include a physical inspection of the Property, including, but not limited to, inspection and examination of soils, environmental factors, if any, archeological information relating to the Property, geological and other tests; a review and investigation of any zoning, permits, reports, and engineering data; review of all governmental matters affecting the Property (subject to the limitation set forth in Section 3.1.6 below); review of roofing, structural, mechanical, seismic and security systems in Building B; review of the condition or title to the Property; review of material documents relating to the ownership and operation of the Property; and review of such other matters pertaining to an investment in the Property as Buyer deems advisable. Seller shall also permit Buyer to inspect any connection between the security system on the Property and that on the Retained Property as well as any documents related to the operation of the security system to the extent such documents relate to the Property (" Limited Security Review" ). The Limited Security Review shall be coordinated through and attended by Seller' s authorized representative, and no other activity or inspection with respect to the Retained Property is permitted by this Agreement. Should it be determined in the course of the Due Diligence Investigation that there are interconnecting utilities or other systems between the Property and the Retained Property, Seller shall not unreasonably withhold, condition or delay consent to Buyer' s request to conduct such further investigation of the Retained Property as is reasonably necessary to evaluate such interconnection. All Buyer' s activities on the Retained Property shall be at Buyer' s sole cost and expense.

- 4 -

3.1.3 Access/Conditions. To conduct its Due Diligence Investigation, Buyer and its representatives shall have the right of access to the Property during reasonable business hours and upon at least one (1) business days' prior notice. Such access shall be coordinated through Seller' s authorized representative, Roger Wang, P.E., EFI Director of Facilities (telephone number: 650-357-3186), or any other individual designated by Mr. Wang, and Seller may require all such access to be in the company of Seller' s authorized representative. This right of entry shall be subject to the following conditions:

(a) The Due Diligence Investigation shall be conducted in full compliance with each law, zoning restriction, ordinance, rule, regulation or requirement of any governmental or quasi governmental agency (" Governmental Entity" ) with jurisdiction over the Property. Buyer shall not interfere with any occupant of the Property and shall make every reasonable effort to accommodate the requests of Seller, tenants of the Property and any other occupants of the Property regarding conduct of the investigation so as to minimize interference with business operations at the Property. Buyer shall not conduct any interviews or discussions with any tenant without the prior written consent of Seller, which Seller shall not unreasonably withhold, condition, or delay, and Seller shall have the opportunity to have a representative present during such tenant interviews or discussions.

(b) Prior to entering the Property to perform its Due Diligence Investigation of the Retained Property or to perform the Limited Security Review, Buyer shall provide to Seller a certificate of insurance showing that Buyer maintains in full force and effect, a policy of comprehensive general liability insurance (i) covering the activities of Buyer (including Buyer' s employees, independent contractors and agents) in connection with the Due Diligence Investigation, (ii) in an amount of not less than Three Million Dollars ($3,000,000) combined single limit per occurrence from a carrier rated A- or better by Best' s Rating Guide, (iii) naming Seller, its officers, directors, lenders, agents and employees as additional insureds, and (iv) requiring at least thirty (30) days' written notice to Seller prior to cancellation or reduction in coverage.

(c) All information supplied by Seller in the course of Buyer' s Due Diligence Investigation shall remain the property of Seller. In the event Closing does not occur or this Agreement is terminated for any reason, Buyer shall promptly return to Seller all documents obtained from Seller and Seller' s agents; provided, however, Buyer may retain a single copy of all such documents (other than architectural drawings and construction specifications, which must be returned to Seller) for archival purposes.

(d) Any investigation or other tests involving sampling or physical invasion of the surface of the Property or physical sampling are to be made by Buyer only after obtaining the express written consent of Seller, which may be withheld in Seller' s sole discretion. Seller' s authorized representative and Seller' s environmental consultants may attend any test or investigation at the Property and shall be entitled, without cost, to duplicates of any samples taken by Buyer (or, if duplicates are not reasonably attainable, Buyer may elect to deliver the actual samples after testing) and to copies of all written reports and data prepared by or on behalf of Buyer with respect to such sampling. Any request for consent must be delivered to Seller and its authorized representative, together with a reasonably detailed investigation plan sufficient for Seller to determine the scope and logistics of the proposed investigation, at least three (3) business days before the desired test. Any invasive sampling or testing permitted by


- 5 -

Seller shall be performed at Buyer' s sole cost in compliance with all environmental laws and other requirements of Governmental Entities. Depending on the nature of the invasive testing or sampling, Seller may require an increase in the amount of insurance specified in Section 3.1.3(b). If in the course of its investigation, Buyer discovers any environmental condition which Buyer or its consultants or contractors believes should be reported to any Governmental Entity, Buyer shall provide to Seller full information regarding the discovery, and Seller shall assume any and all reporting obligations and shall indemnify, defend and hold Buyer, its employees, authorized agents, consultants, contractors and representatives harmless from any and all claims, Liens, demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys' fees, reasonable costs of defense, and reasonable costs and expenses of all experts and consultants) (collectively referred to as " Claims" ) arising directly or indirectly, in whole or in part, out of any failure of Seller to fulfill such reporting obligations, if any. If a Phase I environmental investigation report obtained during the Due Diligence Period suggests that sampling is recommended, and if Seller consents to such testing in accordance with this Section 3.1.3(d), Buyer may have additional time to review and approve in its sole and unfettered discretion the environmental condition of the Property for such additional period of time (the " Environmental Diligence Period" ) as is reasonably required to obtain permits for such testing and to obtain the results and analysis thereof; provided that (i) Buyer has approved all other matters relating to the Property other than the Property' s environmental condition prior to expiration of the Due Diligence Period, and (ii) in no event shall the Environmental Diligence Period extend beyond December 30, 2008 without the prior written consent of Seller.

(e) Promptly after any physical inspection of the Property, if any damage to the Property has resulted from such physical inspection, Buyer at its sole cost shall restore the Property to the condition that existed immediately prior to such inspection; provided that, if the Closing does not occur for any reason, then Seller may elect to restore the Property itself and to charge the cost thereof to Buyer (who shall pay the amount due within thirty (30) days after delivery of an invoice from Seller). (f) Buyer shall not permit any mechanics' or other Liens to be filed against the Property as a result of Buyer exercising its right of entry, and Buyer at its sole cost shall cause any Liens (as defined in Section 5.8) so filed to be removed within five (5) days after written notice from Seller, by bond or otherwise. (g) Buyer' s obligations under this Section 3.1.3 shall survive the termination of this Agreement prior to Closing.

3.1.4 Indemnity. Buyer shall indemnify, defend and hold Seller, its officers, directors, shareholders, affiliates, subsidiaries, lenders, employees, contractors, agents, successors and assigns harmless from and against any and all Claims, to the extent arising out of the acts or omissions of Buyer, its agents, employees or contractors in the course of carrying out Buyer' s Due Diligence Investigation and Limited Security Review, including but not limited to:

(a) any investigative activity, or any other act or omission in connection with the Due Diligence Investigation or Limited Security Review, by or on behalf of Buyer or its employees, invitees, agents or contractors;

- 6 -

(b) any contract, agreement or commitment entered into or made by and between Buyer and a third-party contractor in connection with the Due Diligence Investigation or Limited Security Review; and

(c) the investigation of the presence of Hazardous Materials (as defined in Section 5.6.1(b)) or substances on the Property, the exacerbation of any pre-existing environmental condition, in any case, as a result of any act or omission of Buyer or Buyer' s employees, agents or contractors; provided, however the indemnifications in this Section 3.1.4 shall not extend to the Claims arising out of the discovery and/or reporting of existing conditions on the Property. Buyer' s obligations under this Section 3.1.4 shall survive the termination of this Agreement prior to Closing.

3.1.5 Delivery of Documents. In connection with Buyer' s Due Diligence Investigation, Seller has provided or will provide to Buyer copies of all development agreements, leases, service contracts, engineering drawings/specifications, purchase orders/agreements, operating costs, use permits, third-party reports, studies, operating statements, environmental reviews, compliance inspection reports and other similar documents relating to the Property in Seller' s possession or control (collectively, the " Due Diligence Documents" ). The Due Diligence Documents shall exclude (if any) (a) any item that is subject to any legally recognized privilege (e.g., the attorney-client privilege) and attorney work product, provided, however, Seller shall provide to Buyer a general description of the categories of Due Diligence Documents claimed to be excluded under this clause (a), (b) any document that contains proprietary or confidential financial information not relating to the operation of the Property, (c) any appraisals of the Property and (d) any item that Seller is contractually or otherwise bound to keep confidential, provided, however, Seller shall provide to Buyer a general description of the categories of Due Diligence Documents claimed to be excluded under this clause (d). Except as expressly set forth in this Agreement, Seller makes no representation or warranty relating to the validity of the Due Diligence Documents, and Buyer acknowledges and agrees that Buyer is responsible for verifying the accuracy of the Due Diligence Documents. All information, including but not limited to the Due Diligence Documents, supplied by Seller to Buyer pursuant to this Agreement shall remain the property of Seller, except as provided in Section 3.1.3(c). In the event the Closing does not occur, or this Agreement is terminated for any reason, Buyer shall promptly return to Seller all documents, including but not limited to the Due Diligence Documents, obtained from Seller and Seller' s agents, employees and contractors except as provided in Section 3.1.3(c).

3.1.6 Contact with Government Entities . Buyer shall not contact any Governmental Entity, including but not limited to the City, about the Property or this Agreement without first having given Seller not less than twenty-four (24) hours notice to Roger Wang of Buyer' s intent to contact the City or other Governmental Entity. Buyer shall give Seller (i) copies of all written communications to or from Governmental Entities, and (ii) at least 24 hours prior notice of any meetings or telephone calls with Governmental Entities, so that Seller may participate if it desires. Buyer shall not enter into any binding agreements with Governmental Entities with respect to the Property that become effective prior to the Closing.

3.1.7 Confidentiality . This Agreement, the Due Diligence Investigation, and the Limited Security Review shall be subject to the terms and conditions of the Mutual Nondisclosure Agreement entered into by the parties on August 18, 2008 (the " NDA" ), all of which terms and conditions (other than Section 6 of the NDA) are incorporated herein by this reference. With regard to this Agreement only, the term " Purpose" in the NDA shall include evaluating the Property and performing the Limited Security Review, and Buyer shall use all such information solely for such Purpose. Buyer' s obligations under this Section 3.1.7 shall survive the termination of this Agreement prior to Closing.


- 7 -

3.1.8 Estoppel Certificates . Seller shall use commercially reasonable efforts to obtain and deliver to Buyer prior to the end of the Due Diligence Period fully completed and executed tenant estoppel certificates substantially in the form attached as Exhibit E-1 and Exhibit E-2 from the existing tenants of Building B (" Tenant Estoppel Certificates" ). If Seller is unable to deliver the Tenant Estoppel Certificates prior to the expiration of the Due Diligence Period, Seller may elect, by written notice to Buyer, to close the transaction in accordance with the terms and conditions of this Agreement by providing to Buyer at Closing a Seller estoppel certificate substantially in the form attached as Exhibit F-1 and Exhibit F-2 (the " Seller Estoppel Certificates" ), in place of any of the Tenant Estoppel Certificates not delivered.

3.2 Approval/Disapproval of Due Diligence Investigation. Buyer shall approve or disapprove of the results of its Due Diligence Investigation in the exercise of Buyer' s sole discretion by written notice (" Approval Notice" ) delivered to Seller no later than 5:00 p.m. on the last day of the Due Diligence Period. Buyer' s disapproval shall terminate this Agreement, in which case the Initial Deposit, together with all accrued interest, shall be returned to Buyer and, except as otherwise provided herein, this Agreement shall be of no further force and effect. Buyer' s failure to deliver the Approval Notice to Seller shall be deemed disapproval. Notwithstanding any other provision of this Agreement to the contrary, Buyer may elect to terminate this Agreement at any time during the Due Diligence Period for any reason whatsoever in Buyer' s sole and unfettered discretion, in which case the Initial Deposit, together with all accrued interest, shall be returned to Buyer.

3.3 Preliminary Report. Buyer shall obtain a preliminary report or commitment for title insurance (the " Preliminary Report" ) covering the Property and issued by First American Title located at 1700 South El Camino Real, Suite 108, San Mateo, CA 94402, Attention: Karen Matsunaga (the " Title Company" ), together with a legible copy of each document, map and survey referred to in the Preliminary Report.

3.4 Approval/Disapproval of Preliminary Report. Buyer shall approve or disapprove of the Preliminary Report and any exceptions to title shown thereon (the " Exceptions" ) in the exercise of Buyer' s sole discretion on or before December 1, 2008, subject to Buyer' s right to review and approve or disapprove within five (5) days after receipt thereof any supplement to the Preliminary Report resulting from any new title exception or the title company' s review of an ALTA survey obtained by Buyer (" Title Supplement" ). If Buyer disapproves title, whether with respect to the Preliminary Report or a Title Supplement, Buyer may elect to either (a) terminate this Agreement by giving Seller written notice of termination within the applicable time period for review, or (b) give Seller a written notice (" Disapproval Notice" ) identifying the disapproved title matters which Buyer will require to be removed or cured at or prior to Closing (" Disapproved Title Matters" ). Failure by Buye ...