Common use of Title Objection Procedure Clause in Contracts

Title Objection Procedure. (a) On or before May 20, 2005, Buyer shall conclude its title review and give notice to Seller of asserted title defects ("Title Defects") which would cause title to any interest not to be Defensible Title. To be effective, Buyer's written notice of a Title Defect must include (i) a brief description of the matter constituting the asserted Title Defect and (ii) supporting documents reasonably necessary for Seller (or a title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect, and (iii) the value of each such Title Defect must exceed $10,000.00 ("Title Deductible"). If a Title Defect does not reduce the Allocated Value of a property by more than the Title Deductible, it shall not be considered to be a Title Defect. (b) If a Property is affected by a Title Defect at Closing, the Purchase Price will be reduced by an amount mutually agreed to by Seller and Buyer, unless, (i) Seller cures the Title Defect prior to Closing, (ii) Buyer agrees to waive the relevant Title Defect, (iii) Seller elects on or before Closing to cure such Title Defect no later than 90 days after Closing; or (iv) Seller, with Buyer's consent, such consent not to be unreasonably withheld, elects on or before Closing to indemnify Buyer against any loss attributable to the relevant Title Defect. If Seller elects to cure the relevant Title Defect post-Closing, Seller shall assign the affected Asset to Buyer at Closing and the Purchase Price will not be reduced at Closing for such Title Defect. If Seller cures the relevant Title Defect to Buyer's reasonable satisfaction, there shall be no adjustment to the Purchase Price; if Seller does not cure the relevant Title Defect to Buyer's reasonable satisfaction, the Purchase Price shall be adjusted by an amount equal to the Title Defect Value attributable to the applicable Title Defect, such adjustment to be made within 15 days of the determination that the alleged Title Defect will not be cured to Buyer's reasonable satisfaction.

Title Objection Procedure. The Title Company has made available to Purchaser Completed Title Commitments with respect to the Timberlands. Purchaser shall have until [****] (athe “Title Objection Period”) On or before May 20, 2005, Buyer shall conclude its title review and give notice to deliver to Seller of asserted title defects ("Title Defects") which would cause title to any interest not to be Defensible Title. To be effective, Buyer's written notice of any objection to matters which, in Purchaser’s reasonable judgment, (w) would materially and adversely affect the use, enjoyment or value of any parcel of the Timberland for the commercial growing and harvesting of timber and other forestry purposes, (x) constitute a Title Defect must include Failure (ias hereinafter defined), (y) a brief any discrepancy of at least [****] acres between the legal description of the matter constituting Timberlands and GIS data with respect to the asserted Title Defect Timberlands made available in the Data Room by Seller and (iiz) supporting documents reasonably necessary for Seller lack of access to any tract of Timberlands (or except as disclosed on Schedule 1.5(m)) (each, a title attorney or examiner hired by Seller) to verify “Title Objection” and collectively, the existence of such asserted “Title Defect, and (iii) the value of each such Title Defect must exceed $10,000.00 ("Title Deductible"Objections”). If a Purchaser shall be permitted to object to all Title Defect does not reduce Failures affecting the Allocated Value Timberlands, including, without limitation, any partial ownership interests described in the legal description attached to the Completed Title Commitments. Upon receipt of a property by more than the Title DeductibleObjections to a Completed Title Commitment, it Seller may elect (but shall not be considered obligated) to cure or cause to be a Title Defect. (b) If a Property is affected by a Title Defect at Closing, the Purchase Price will be reduced by an amount mutually agreed to by Seller and Buyer, unless, (i) Seller cures the Title Defect prior to Closing, (ii) Buyer agrees to waive the relevant Title Defect, (iii) Seller elects on or before Closing to cure cured any such Title Defect no later than 90 days after Closing; or (iv) SellerObjection, with Buyer's consent, such consent not to be unreasonably withheld, elects on or before Closing to indemnify Buyer against any loss attributable to the relevant Title Defect. If and Seller shall notify Purchaser in writing whether Seller elects to cure the relevant same by the date that is [****] days after receipt of the Title Defect Objections with respect to such Completed Title Commitment. Failure of Seller to respond in writing within such time period shall be deemed an election by Seller not to cure such Title Objections. Seller may cure the Title Objection within [****] days of receipt of the Title Objection (if cured before Closing) or at any time within [****] of Closing if cured post-Closingclosing as provided in Section 1.6(a)(iii) below. Any Title Objection shall be deemed to be cured if Seller causes the Title Company, at no additional cost to Purchaser, to issue a Title Policy for the affected Timberlands affirmatively insuring over, or not raising as an exception to the Title Policy, such Title Objection. Notwithstanding the foregoing, Seller shall assign be obligated to cure, on or before the affected Asset to Buyer at Closing and Date, all Liens against the Purchase Price will not be reduced at Closing Owned Timberlands or against Seller’s interest in the Leased Timberlands in each case evidencing monetary encumbrances (other than Liens for such Title Defectnon-delinquent real estate Taxes or assessments) (“Monetary Liens”), but excluding any Monetary Liens arising by, through or under Purchaser. If Seller cures does not receive written notice of the relevant Title Defect Objections for any objection to Buyer's reasonable satisfactionmatters reflected in a particular Completed Title Commitment on or before the expiration of the Title Objection Period, there Purchaser shall be no adjustment deemed to have waived its right to object to any and all matters reflected in such Completed Title Commitment and Purchaser shall be deemed to accept title to the Timberlands encompassed within such Completed Title Commitment subject to such matters; provided, however, Purchaser shall have the right to object to any new title matters created or suffered between the effective date of each Completed Title Commitment and the Closing Date, which were not previously included on any such Completed Title Commitment, but only to the extent that such new matters are valid Title Objections (“New Title Objections”) and the process for such New Title Objections, Seller’s response and any cure(s) shall be handled in accordance with the foregoing provisions of this Section 1.6(a)(i). Any Title Objection waived (or deemed waived) by Purchaser shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of the Purchase Price; if Seller does not cure the relevant Title Defect to Buyer's reasonable satisfaction, the Purchase Price shall be adjusted by an amount equal to the Title Defect Value attributable to the applicable Title Defect, such adjustment to be made within 15 days of the determination that the alleged Title Defect will not be cured to Buyer's reasonable satisfaction.

Title Objection Procedure. Seller shall request and use commercially reasonable efforts to cause the Title Company to (and, to the extent in Seller’s control, shall cooperate reasonably to): (a) On make available to Purchaser Completed Title Commitments for all of the Timberlands as promptly as possible after the date hereof; (b) deliver the Completed Title Commitments to Purchaser on a rolling and serial basis, such that as soon as any particular Completed Title Commitment has been completed, such Completed Title Commitment will be made available to Purchaser, and (c) keep the Purchaser reasonably and regularly apprised of the anticipated delivery dates of the Completed Title Commitments. With respect to each Completed Title Commitment, Purchaser shall have until the later of (1) fifteen (15) days after receipt of such Completed Title Commitment as verified by notice from Seller or before May 20Title Company to Purchaser by e-mail at the following e-mail addresses: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ (Purchaser acknowledges that Seller has notified Purchaser that the commitments listed on Exhibit T are Completed Title Commitments as of the date of this Agreement) or (2) November 3, 20052015 (with respect to each Completed Title Commitment, Buyer shall conclude its title review and give notice “Title Objection Period”) to deliver to Seller of asserted title defects ("Title Defects") which would cause title to any interest not to be Defensible Title. To be effective, Buyer's written notice of any objection to matters reflected in such Completed Title Commitment other than the Permitted Exceptions (each, a “Title Defect must include (i) a brief description Objection” and collectively, the “Title Objections”). Upon receipt of the matter constituting the asserted Title Defect and Objections to a Completed Title Commitment, Seller may elect (ii) supporting documents reasonably necessary for Seller (or a title attorney or examiner hired by Seller) to verify the existence of such asserted Title Defect, and (iii) the value of each such Title Defect must exceed $10,000.00 ("Title Deductible"). If a Title Defect does not reduce the Allocated Value of a property by more than the Title Deductible, it but shall not be considered obligated) to cure or cause to be a Title Defect. (b) If a Property is affected by a Title Defect at Closing, the Purchase Price will be reduced by an amount mutually agreed to by Seller and Buyer, unless, (i) Seller cures the Title Defect prior to Closing, (ii) Buyer agrees to waive the relevant Title Defect, (iii) Seller elects on or before Closing to cure cured any such Title Defect no later than 90 days after Closing; Objection (which cure may be the substitution of Additional Timberlands pursuant to Section 1.7 for all or (iv) Sellera portion of the Timberlands subject to such Title Objection), with Buyer's consent, such consent not to be unreasonably withheld, elects on or before Closing to indemnify Buyer against any loss attributable to the relevant Title Defect. If and Seller shall notify Purchaser in writing whether Seller elects to cure the relevant same by the date that is ten (10) days after receipt of the Title Defect post-ClosingObjections with respect to such Completed Title Commitment. Failure of Seller to respond in writing within such time period shall be deemed an election by Seller not to cure such Title Objections. Any Title Objection shall be deemed to be cured if Seller causes the Title Company to issue a Title Policy for the affected Timberlands affirmatively insuring over, or not raising as an exception to the Title Policy, such Title Objection. Notwithstanding the foregoing, Seller shall assign be obligated to cure, on or before the affected Asset to Buyer at Closing and Date, all Liens against the Purchase Price will not be reduced at Closing Timberlands evidencing monetary encumbrances (other than Liens for such Title Defectnon-delinquent real estate Taxes or assessments) created as a result of the acts or omissions of Seller or its Affiliates (“Monetary Liens”). If Seller cures does not receive written notice of the relevant Title Defect Objections for any objection to Buyer's reasonable satisfactionmatters reflected in a particular Completed Title Commitment on or before the expiration of the Title Objection Period, there Purchaser shall be no adjustment deemed to have waived its right to object to any and all matters reflected in such Completed Title Commitment and Purchaser shall be deemed to accept title to the Timberlands encompassed within such Completed Title Commitment subject to such matters. Any such Title Objection waived (or deemed waived) by Purchaser shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of the Purchase Price; if Seller does not cure the relevant Title Defect to Buyer's reasonable satisfaction, the Purchase Price shall be adjusted by an amount equal to the Title Defect Value attributable to the applicable Title Defect, such adjustment to be made within 15 days of the determination that the alleged Title Defect will not be cured to Buyer's reasonable satisfaction.