Common use of Objections to Title Clause in Contracts

Objections to Title. Up until the date that is thirty (30) days from the receipt of a Title Commitment and copies of all material underlying title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Period”), Purchaser shall have the right to object to any matter set forth in a Title Commitment which is not a Permitted Exception, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this Agreement.

Objections to Title. Up until the date that is thirty (30) days from the receipt of a Title Commitment and copies of all material underlying title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Period”), Purchaser Buyer shall have the right to object object, in Bxxxx's sole and absolute discretion, to any matter appearing on or related to the Title Commitment or any survey (each, a "Title Objection") by delivering written notice of such Title Objection ("Title Objection Notice") to Seller on or before the expiration of the Due Diligence Period. If Buyer delivers the Title Objection Notice, then, no later than 5 days after the delivery of the Title Objection Notice (the "Title Response Deadline"), Seller may deliver, in Seller's sole and absolute discretion, a response stating therein whether and how Seller agrees to cure the Title Objections in the Title Objection Notice on or before Closing (the "Seller Title Response"). If Seller elects to cure any Title Objection, Seller shall cure such Title Objection on or before Closing. If Seller fails to deliver the Seller Response on or before the Title Response Deadline, Seller shall be deemed to have elected not to cure any of the Title Objections set forth in a the Title Commitment which is Objection Notice. If Seller fails to deliver the Seller Title Response on or before the Title Response Deadline or does not a Permitted Exceptionagree in the Seller Title Response to cure all Title Objections to Buyer's satisfaction, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser then Buyer shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exceptionright, by written notice to Seller delivered on or before the Closing Date. Purchaser date that is 5 days after the Title Response Deadline, to either, in Buyer's sole and absolute discretion: (i) terminate this Agreement, in which event the Title Company shall not promptly return the Exxxxxx Money Deposit to Buyer, this Agreement shall be entitled of no further force and effect, and all Parties hereto shall thereupon be relieved and absolved of any further liabilities or obligations whatsoever to object to any Liens or each other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but except with respect to those liabilities or obligations hereunder which are expressly stated to survive the termination of this Agreement, or (ii) waive such uncured Title Objections, in which event such Title Objections shall instead be deemed Permitted Exceptions. If Buyer does not timely deliver such written notice to Seller, Buyer shall be deemed to be Permitted Exceptions) have elected to terminate this Agreement pursuant to clause (i) over which above. The foregoing terms shall apply to any update of the Title Company is willing Commitment, except that, Buyer shall have until the later of 5 days after service of the update on Buyer or the last day of the Due Diligence Period serve a Title Objection Notice based on the change in the Title Commitment. b. Conveyance of Title. At Closing, Seller shall deliver to insure Buyer a Special Warranty Deed conveying good and marketable title to Buyer, subject only to the Permitted Exceptions. The exceptions to title disclosed in the Title Commitment, other than (without additional cost to Purchaser i) those Title Objections that are not subsequently cured or where Seller elects to pay such cost for Purchaser’s account)waived, (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser any delinquent taxes or where Seller elects to pay such cost for Purchaser’s account)assessments, or and (iii) which will any standard printed exceptions, shall be extinguished upon the transfer of "Permitted Exceptions" hereunder. Notwithstanding anything to the Property. contrary contained herein, Seller shall have discharge and remove any and all liens, encumbrances, claims, covenants, conditions, restrictions, easements, rights of way, options, pledges, judgments, or other similar matters affecting the right, but not the obligation, Property which secure an obligation to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof pay money (with respect to the Timberlands), in addition to any other applicable rights set forth in this Agreement.other

Objections to Title. Up until the date that is thirty (30a) On or before fourteen (14) days from the receipt Opening of Escrow, Seller shall cause Escrow Agent to deliver to Purchaser a title insurance commitment as of a Title Commitment and recent date for the Property together with copies of all material the underlying title documentsexception documents referenced therein (collectively the “Title Commitment”). On or before January 22, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) 2021 (the “Title Review Objection Period”), Purchaser shall deliver to Seller a written statement of objections (“Purchaser’s Objections”), if any, to Seller’s title to the Property, and Seller shall have until fifteen (15) days after the receipt of such notice (“Seller Title Response Period”) to give Purchaser written notice of those items of Purchaser’s Objections which Seller elects to cure or remove the same; provided however, Seller shall have no obligation to give such written notice or cure any of Purchaser’s Objections (except for Monetary Encumbrances as provided in Section 8(c) hereof and encumbrances resulting in a breach under Section 12(c) or 12(d) hereof). In the event that Seller gives notice to Purchaser that it elects not to cure any of Purchaser’s Objections, or fails to respond to all of Purchaser’s Objections within said fifteen (15) day Seller Title Response Period, Purchaser shall have the right to object to any matter set forth in a Title Commitment which is not a Permitted Exception, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller terminate this Agreement on or before the Closing Datedate that is five (5) days following the expiration of the Seller Title Response Period. In the event that Purchaser fails to terminate this Agreement on or before the date that is five (5) days following the expiration of the Seller Title Response Period, Purchaser shall not be entitled deemed to object have waived any right to terminate based upon Purchaser’s Objections and Seller shall have no further obligations related thereto; provided however, Seller shall remain obligated to cure any Liens or other title exceptions (Monetary Encumbrances at Closing as provided in Section 8(c) hereof and the same Seller shall not constitute Title Defects or remain liable with respect to any breach of Seller’s representations hereunder, but shall instead be deemed Section 12(c) or 12(d) hereof. If Seller fails to be Permitted Exceptions) cure (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for all Purchaser’s account), (ii) against Objections for which the Title Company is willing to provide affirmative insurance (without additional cost to Seller gave Purchaser or where Seller elects to pay such cost for Purchaserwritten notice of Seller’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, election to cure or remove as provided above on or before five (5) business days prior to Closing, or (ii) any and all Monetary Encumbrances at or prior to Closing, any Title Defects; providedthen, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closingin either case, Purchaser shall have the rights set forth right, (A) to maintain this Agreement in Section 6.12 hereof full force and to receive a credit at Closing in the amount necessary, in Purchaser’s reasonable determination, for Purchaser to cure such Purchaser’s Objections and Monetary Encumbrances, or (B) to terminate this Agreement, whereupon the Xxxxxxx Money shall be immediately returned to Purchaser, and Seller shall, immediately upon demand by Purchaser, reimburse Purchaser for the costs and expenses incurred by Purchaser in connection with respect the transactions contemplated hereby in an amount not to the Timberlandsexceed One Hundred Thousand Dollars ($100,000.00), in addition and thereafter no party shall have any rights, claims, obligations or liabilities hereunder, except for those that are expressly provided herein to any other applicable rights set forth in survive a termination of this Agreement.

Objections to Title. Up until For purposes of this Agreement, the date term "Permitted Exceptions" means those exceptions set forth in the Title Report which are not objected to by Purchaser pursuant to this Paragraph 8. In the event the Title Report contains any exceptions to title, Purchaser shall have five (5) days from and after its receipt of the Title Report to approve or object to the condition of title disclosed in the Title Report. Purchaser's approval of any such exceptions to title which are not Permitted Exceptions shall be a condition precedent to Purchaser's obligation to close the transaction contemplated by this Agreement, which condition Purchaser reserves the right to waive. If objection to the title is made, that title is thirty not in the condition required for performance hereunder for reason other than any lien, judgment, debt, security interest or other lien, financial encumbrance or obligation in a liquidated amount, Purchaser shall give Seller five (305) days from the receipt date it is notified in writing of the particular defects claimed, either, as Seller shall elect, (i) to remedy the title, or (ii) to obtain title insurance as required above, or (iii) to decline to remedy the title or obtain title insurance as required above, or, if Purchaser has not elected to waive such defect, the Deposit, plus accrued interest, shall be refunded forthwith in full termination of this Agreement. Provided all other conditions 25285.003 precedent set forth in Paragraph 9 of this Agreement have been met to Purchaser's satisfaction or have been waived by Purchaser, if Seller remedies the title or obtains a Title Commitment Report acceptable to Purchaser within the time specified, Purchaser agrees to complete the sale, and copies if Seller is unable to remedy the title or obtain title insurance within the time specified, the Deposit, plus accrued interest, shall be refunded forthwith in full termination of all material underlying this Agreement. Purchaser shall have the right to notify Title Company of any matters materially affecting the title documents, together to the Property which have not been disclosed by the Title Report after reviewing same with Purchaser’s receipt of Seller and permitting Seller the opportunity to inspect cure or dispose of same. In the event such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the surveymatters, in the case opinion of Purchaser, adversely affect the Chillicothe Distribution Center) (title to the “Title Review Period”)Property, Purchaser shall have the right to object to the condition of the title as provided herein. Further, if the state and quality of the title to the Property on the Closing Date are not acceptable to Purchaser for reason of any matter set forth lien, judgment, debt, security interest or other lien, financial encumbrance or obligation in a Title Commitment which is not a Permitted Exceptionliquidated amount, by giving written after notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object defect has been timely given as to any title exceptions created items objected to on the Title Report initially delivered or suffered as revised or updated at Closing and Seller has had the opportunity to cure same, the transaction contemplated hereunder may be consummated by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost Seller making payment in full or other complete satisfaction of any aforesaid obligation and providing evidence to Purchaser of such payment or where Seller elects satisfaction in form and substance satisfactory to pay such cost for Purchaser’s account)Purchaser at Closing, or (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer 's application of a cash portion of the Property. Seller shall have the rightPurchase Price necessary, but not the obligationas determined by Purchaser in its reasonable discretion, to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed discharge this obligation of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this AgreementSeller.

Objections to Title. Up until No later than ten (10) Business Days prior to the date that is thirty (30) days from the receipt of a Title Commitment and copies of all material underlying title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams expiration of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession Due Diligence Period, Purchaser shall provide Seller and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) Title Company with written notice (the “Title Review PeriodObjection Notice”) of any title and survey conditions, deficiencies or matters to which Purchaser objects (other than the Permitted Exceptions) (“Title Objections”). Seller shall notify Purchaser in writing of Seller’s agreement to cure, at Seller’s sole expense, or Seller’s election not to cure, such Title Objections (“Seller’s Response Notice”) no later than five (5) Business Days after Seller’s receipt of the Title Objection Notice (“Seller’s Response Notice Deadline”). If Seller fails to give Seller’s Response Notice by the Seller’s Response Notice Deadline, Seller shall be deemed to have elected to not cure such Title Objections. If Seller elects, or is deemed to have elected not to cure all Title Objections, Purchaser may, by giving notice to Seller within five (5) Business Days following receipt of Seller’s Response or Seller’s Response Notice Deadline, whichever is earlier, elect to (a) terminate this Agreement, whereupon this Agreement shall terminate and the Deposit (together with any interest earned thereon) shall be returned to Purchaser and the parties shall have no further obligations to each other with respect to this Agreement except those obligations that expressly survive termination of this Agreement, or (b) proceed to Closing and accept title to the Properties subject to the Title Objections (which shall be deemed Permitted Exceptions, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such Title Objections). If Purchaser fails to timely notify Seller of its election to terminate this Agreement pursuant to clause (a) of the immediately preceding sentence, Purchaser shall be deemed to have elected to proceed in accordance with clause (b) of the immediately preceding sentence. Purchaser shall have the right right, prior to object to any matter set forth in a Title Commitment which is not a Permitted ExceptionClosing, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created that were not disclosed on the Title Commitments or suffered any previous updates to the Title Commitments (each a “New Objection”) and, if Seller does not agree to cure any such new Title Objections by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of not later than Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have exercise the rights set forth in under clauses (a) and (b) of this Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this Agreement5.3.

Objections to Title. Up until If, as to the Property and any easements to be conveyed, any Commitment or Survey (or any subsequent commitment or survey) requested or received by Buyer after the date of this Contract shall reflect that Seller’s title is subject to matters or conditions that exist on the Property, and such matters are not acceptable to Buyer in Buyer’s sole discretion, and Buyer shall notify Seller of Buyer’s objections to the same in writing within thirty (30) days from the receipt of a Title Commitment and copies of all material underlying title documents, together with PurchaserBuyer’s receipt of the Commitment (or subsequent commitment or survey) and opportunity the Exception Documents for same (hereinafter said time period is referred to inspect such mapsas the "Review Period"), surveys and diagrams time being of the Titled Properties essence, the same shall be treated as are defect(s) in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Period”), Purchaser shall have the right to object to any matter set forth in a Title Commitment which is not a Permitted Exception, by giving title. Unless Buyer delivers written notice to Seller of PurchaserBuyer’s objection objections to title and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exceptionsurvey matters within said Review Period, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date time being of the applicable Title Commitment obtained by Purchaser and essence, it shall be conclusively deemed that Buyer has accepted title to the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the PropertyProperty in its then existing condition. Seller shall have the right, but ten (10) days from and after receipt of Buyer’s objections to notify Buyer whether or not the obligation, Seller intends to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closingmatters timely raised as objections. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails notifies Buyer that it elects not to cure or remove such exception at or prior to Closingany matters timely raised by Buyer as objections, Purchaser then Buyer shall have the rights set forth option of either: (i) closing on the Property in Section 6.12 accordance with the terms and provisions hereof and accepting title in its then existing condition; or (ii) at Buyer’s election by notice to Seller within fifteen (15) days from and after the date on which Buyer receives Seller’s notice regarding actions that Seller will and/or will not take with respect to curing Buyer’s objections, the Timberlands)Contract may be terminated by Buyer, and Seller and Buyer shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever, and Seller shall reimburse Buyer for all amounts paid by Buyer to Xxxxxx pursuant to the Xxxxxx Termination Agreement or otherwise in addition connection with the Xxxxxx Mining Lease. In the event that Seller fails, within the aforesaid ten (10) day period, to notify Buyer as to whether or not it will cure matters timely raised by Buyer as objections, then Seller shall be deemed to have elected to cure all matters objected to by Buyer. If Seller elects in writing to cure the same or is deemed to have elected to cure same, Seller shall have sixty (60) days from and after receipt of Buyer’s objections to cure any other applicable matters objected to and Seller agrees that Seller shall use due diligence in curing any such matters. For purposes of this Contract, a matter objected to shall be deemed cured if the Title Company is induced to remove the matter objected to from the Title Commitment such that it no longer appears as an exception thereon. If the Seller does not cure the matters objected to within said sixty (60) day period, Buyer shall have the option of either: (i) closing on the Property in accordance with the terms and provisions hereof and accepting title in its then existing condition; or (ii) at Buyer’s election by notice to Seller, the Contract may be terminated and Seller and Buyer shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever and (a) Seller shall reimburse Buyer for all amounts paid by Buyer to Xxxxxx pursuant to the Xxxxxx Termination Agreement or otherwise in connection with the Xxxxxx Mining Lease, and (b) Seller shall be in default hereunder due to its failure to cure items which Seller elected to cure, or was deemed to have elected to cure, and Buyer shall have Buyer's rights set forth and remedies under Article IX hereof. If Buyer shall fail to terminate the transaction then contemplated by this Contract by giving notice of the same to Seller within fifteen (15) days from and after the expiration of said sixty (60) day period, time being of the essence, then it shall be deemed that Buyer has accepted title in this Agreementits then existing condition and Buyer shall proceed to close such transaction in accordance with the terms and conditions hereof.

Objections to Title. Up until Buyer shall have the date that is entire Term to examine title to the Property. Following delivery of the Exercise Notice hereunder, Buyer may furnish to Seller a statement of objections to Seller’s title to the Property, which objections, should they exist at the time of Closing, would make Seller unable to convey at Closing title to the Property provided for in Paragraph 7 hereof. Seller shall, after receipt by Seller of such written statement of objections, have thirty (30) days from the receipt of a Title Commitment and copies of all material underlying title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Period”), Purchaser shall have the right to object to any matter set forth in a Title Commitment which is not a Permitted Exception, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and until the date of Closing, whichever is later, in which is to cure all such objections at Seller’s expense. If Seller does not a Permitted Exceptioncause such objections to be cured within such time period, by written notice then at Buyer’s option, Buyer may (i) waive such objections and proceed with Closing, or (ii) revoke the Exercise Notice, the Option Payment shall be returned to Buyer, this Option and Agreement shall terminate, and neither Buyer nor Seller on shall have any further rights or obligations hereunder. Notwithstanding the foregoing, Seller shall be obligated and solely responsible for the payment or other satisfaction and discharge of record at or before the Closing Dateof all liens and encumbrances against the Property, which can be removed by the payment of a fixed sum of money. Purchaser If Buyer does not timely provide the aforesaid statement of objections, Buyer shall not be entitled deemed to have waived its right to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach status of Seller’s representations hereunder, but shall instead be deemed title to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the rightshall, but not the obligation, to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed pay all taxes and assessments which constitute a lien against the Property (other than those not then due and payable) and pay all indebtedness secured by the Property and obtain cancellations of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before all loan instruments affecting the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this AgreementProperty.

Objections to Title. Up until For purposes of this Agreement, the date that term "Permitted Exceptions" means those exceptions set forth in the Title Reports which are not objected to by Purchaser pursuant to this Paragraph C. In no event shall Permitted Exceptions include the standard exceptions set forth in the Title Reports for parties in possession mechanics' liens, and matters of survey. In the event the Title Reports contain any exceptions to title, Purchaser shall have fifteen (15) days from and after the receipt of all of the Title Reports to approve or object to the condition of title disclosed in the Title Reports. Purchaser's approval of any such exceptions to title which are not Permitted Exceptions shall be a condition precedent to Purchaser's obligation to close the transaction contemplated by this Agreement, which condition Purchaser reserves the right to waive. Any exceptions to which Purchaser does not object in writing during the 15-day period shall be deemed approved. If objection to the title is thirty made, Purchaser shall give Seller ten (3010) days from the receipt date it is notified in writing of the particular defects claimed, either, as Seller shall elect, (a) to remedy the title matter or (b) to obtain title insurance as required above, and (c) to decline to remedy (if permitted below and under Paragraph E) the title matter or obtain title insurance as required above. If Seller elects the option described in clause (c) above and, if Purchaser has not elected to waive such defect, the Deposit, plus accrued interest, shall be refunded to Purchaser forthwith in full termination of this Agreement. Provided all other conditions precedent set forth in Article 8 of this Agreement have been met to Purchaser's satisfaction or have been waived by Purchaser, if Seller remedies the title or obtains a Title Commitment Policy acceptable to Purchaser within the time specified, Purchaser agrees to complete the sale, and copies if Seller is unable to remedy the title matter or obtain title insurance within the time specified, or obtain a waiver from Purchaser, the Deposit plus accrued interest, shall be refunded forthwith in full termination of this Agreement. Other than as set forth under Paragraph E below and (i) mechanics' liens for which Seller or any occupant of the Real Property is liable, (ii) judgment liens against Seller and (iii) any mortgages or deeds of trust encumbering all material underlying title documentsor any portion of the Assets, together which Seller must cure ("Seller's Encumbrances"), Seller shall have no obligation to cure Purchaser's objections. The termination of this Agreement and the refund of the Deposit shall be Purchaser's sole remedy for Seller's failure to cure an objection other than Seller's Encumbrances and those matters required to be satisfied pursuant to Paragraph E below. Purchaser shall have the right to notify Title Company of any matters materially affecting the titles to the Real Property which have not been disclosed by the Title Reports after reviewing same with Purchaser’s receipt of Seller and permitting Seller the opportunity to inspect cure or dispose of same. In the event such maps, surveys and diagrams of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the surveymatters, in the case opinion of Purchaser adversely affect the Chillicothe Distribution Center) (the “Title Review Period”)title to Property, Purchaser shall have the right to object to the condition of the title as provided herein promptly within three days after Purchaser has actual notice or knowledge thereof. If Seller has not cured any matter set forth in a Title Commitment which is not a Permitted Exceptionof Seller's Encumbrances, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). then Purchaser shall also have has the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between pay off the date of encumbrance and deduct the applicable Title Commitment obtained by Purchaser and amounts paid from the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this AgreementPurchase Price.

Objections to Title. Up until If, as to the Property and any easements to be conveyed, any Commitment or Survey (or any subsequent commitment or survey) requested or received by Buyer after the date of this Contract shall reflect that Seller’s title is subject to matters or conditions that exist on the Property, and such matters are not acceptable to Buyer in Buyer’s sole discretion, and Buyer shall notify Seller of Buyer’s objections to the same in writing within thirty (30) days from the receipt of a Title Commitment and copies of all material underlying title documents, together with PurchaserBuyer’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties as are in Seller’s Commitment (or its Subsidiaries’subsequent commitment or survey) possession and the applicable Express Maps Exception Documents for same (or the survey, in the case of the Chillicothe Distribution Center) (hereinafter said time period is referred to as the “Title Review Period”), Purchaser time being of the essence, the same shall have the right to object to any matter set forth be treated as defect(s) in a Title Commitment which is not a Permitted Exception, by giving title. Unless Buyer delivers written notice to Seller of PurchaserBuyer’s objection objections to title and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exceptionsurvey matters within said Review Period, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date time being of the applicable Title Commitment obtained by Purchaser and essence, it shall be conclusively deemed that Buyer has accepted title to the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the PropertyProperty in its then existing condition. Seller shall have the right, but ten (10) days from and after receipt of Buyer’s objections to notify Buyer whether or not the obligation, Seller intends to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closingmatters timely raised as objections. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails notifies Buyer that it elects not to cure or remove such exception at or prior to Closingany matters timely raised by Buyer as objections, Purchaser then Buyer shall have the rights set forth option of either: (i) closing on the Property in Section 6.12 accordance with the terms and provisions hereof and accepting title in its then existing condition; or (ii) at Buyer’s election by notice to Seller within fifteen (15) days from and after the date on which Buyer receives Seller’s notice regarding actions that Seller will and/or will not take with respect to curing Buyer’s objections, the Timberlands)Contract may be terminated by Buyer, and Seller and Buyer shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever, and Seller shall reimburse Buyer for all amounts paid by Buyer to Xxxxxx pursuant to the Xxxxxx Termination Agreement or otherwise in addition connection with the Xxxxxx Mining Lease. In the event that Seller fails, within the aforesaid ten (10) day period, to notify Buyer as to whether or not it will cure matters timely raised by Buyer as objections, then Seller shall be deemed to have elected to cure all matters objected to by Buyer. If Seller elects in writing to cure the same or is deemed to have elected to cure same, Seller shall have sixty (60) days from and after receipt of Buyer’s objections to cure any other applicable matters objected to and Seller agrees that Seller shall use due diligence in curing any such matters. For purposes of this Contract, a matter objected to shall be deemed cured if the Title Company is induced to remove the matter objected to from the Title Commitment such that it no longer appears as an exception thereon. If the Seller does not cure the matters objected to within said sixty (60) day period, Buyer shall have the option of either: (i) closing on the Property in accordance with the terms and provisions hereof and accepting title in its then existing condition; or (ii) at Buyer’s election by notice to Seller, the Contract may be terminated and Seller and Buyer shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever and (a) Seller shall reimburse Buyer for all amounts paid by Buyer to Xxxxxx pursuant to the Xxxxxx Termination Agreement or otherwise in connection with the Xxxxxx Mining Lease, and (b) Seller shall be in default hereunder due to its failure to cure items which Seller elected to cure, or was deemed to have elected to cure, and Buyer shall have Buyer's rights set forth and remedies under Article IX hereof. If Buyer shall fail to terminate the transaction then contemplated by this Contract by giving notice of the same to Seller within fifteen (15) days from and after the expiration of said sixty (60) day period, time being of the essence, then it shall be deemed that Buyer has accepted title in this Agreementits then existing condition and Buyer shall proceed to close such transaction in accordance with the terms and conditions hereof.

Objections to Title. Up until If title to the date that Property is thirty (30) not acceptable to Buyer, Buyer shall deliver a notice of objections to Seller within 10 days from the after receipt of a the Title Commitment, or within 5 days after Buyer has received any updates or endorsements to the Title Commitment and copies showing new exceptions. If Buyer does not deliver a notice of objections within the foregoing time periods, it shall be deemed to have waived all material underlying objections to title. Except as otherwise provided below, Seller shall make reasonable efforts to cure any title documentsmatters to which Buyer objects, together with Purchaser’s receipt of and opportunity but may elect not to inspect such maps, surveys and diagrams cure them if the cost of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Period”), Purchaser cure exceeds $5,000.00. Seller shall have until 5 days after delivery of any such notice of objections by Buyer to procure the right issuance of an endorsement to object to any matter set forth in a the Title Commitment which is not a Permitted Exception, committing to delete the exceptions objected to by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries)Buyer, or first made known to Purchaserotherwise satisfy Buyer's objections, between and, upon such endorsement being provided or Buyer being otherwise satisfied, the date of the applicable Title Commitment obtained matter objected to shall be deemed accepted by Purchaser and the date of Closing, which is not a Permitted Exception, Buyer. Buyer may terminate this Agreement by written notice to Seller given within five (5) days of the date of delivery of an endorsement that would delete the objectionable exception if said objection is inconsistent with Buyer’s Planned Investment as it is defined herein or the endorsement is not satisfactory to Buyer in Buyers sole discretion. If Seller is unable or unwilling to obtain such endorsement and fails to otherwise satisfy Buyer, Buyer may, as its sole remedy, either (a) waive, by delivery of a written notice to Seller, any objections to title made in Buyer's original notice of title objections and close the purchase of the Property on the terms and conditions of this Agreement; or before (b) terminate this Agreement, in which case the Closing DateDeposit will be promptly returned to Buyer. Purchaser shall If Buyer does not be entitled deliver a notice waiving the remaining or uncured title objections to object to any Liens or other title exceptions (and Seller within 5 days after the same shall not constitute Title Defects or any breach end of Seller’s representations hereunder5-day cure period, but Buyer shall instead be deemed to have elected to terminate this Agreement, unless Closing occurs within such time period, in which case Buyer shall be Permitted Exceptions) (i) over which deemed to have waived all title exceptions. The date of Closing shall be extended for a reasonable period of time to allow for the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account)above time periods but in no case beyond October 29, (ii) against which 2010. Notwithstanding the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account)foregoing, or (iii) which will be extinguished upon the transfer of the Property. Seller shall have be obligated to remove from title to the right, but not the obligation, to cure or remove Property at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed Closing all monetary liens and all title exceptions created after the Effective Date as a result of trust, any mortgage Seller’s actions or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this Agreementomissions.

Objections to Title. Up until (a) Purchaser shall cause Escrow Agent to deliver to Purchaser a title insurance commitment as of a recent date for the Property together with copies of the underlying title exception documents referenced therein (collectively the “Title Commitment”). On or before the date that is thirty (30) 15 days from prior to the receipt of a Title Commitment and copies of all material underlying title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams end of the Titled Properties as are in Seller’s (or its Subsidiaries’) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) Inspection Period (the “Title Review Objection Period”), Purchaser shall deliver to Seller a written statement of objections (“Purchaser’s Objections”), if any, to Seller’s title to the Property, and Seller shall have until five business days after the receipt of such notice to notify Purchaser as to Seller’s intent to cure or remove the same (“Seller Title Response Period”); provided however, Seller shall have no obligation to cure any of Purchaser’s Objections (except for Monetary Encumbrances as provided in Section 7(c) below and encumbrances resulting in a breach under Section 12(b) or 12(c) of this Contract). In the event that Seller gives notice to Purchaser that it elects not to cure any of Purchaser’s Objections, or fails to respond to all of Purchaser’s Objections within said Seller Title Response Period, Purchaser shall have the right to object to any matter set forth in a Title Commitment which is not a Permitted Exception, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller terminate this Contract on or before the Closing Datedate that is five business days following the expiration of the Seller Title Response Period. In the event that Purchaser fails to terminate this Contract on or before the date that is five business days following the expiration of the Seller Title Response Period, Purchaser shall not be entitled deemed to object have waived any right to terminate based upon Purchaser’s Objections and Seller shall have no further obligations related thereto; provided however, Seller shall remain obligated to cure any Liens or other title exceptions (Monetary Encumbrances at Closing as provided in Section 7(c) below and the same Seller shall not constitute Title Defects or remain liable with respect to any breach of Seller’s representations hereunder, but shall instead be deemed Section 12(b) or 12(c) below. If Seller fails to be Permitted Exceptions) cure (i) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for all Purchaser’s account)Objections which Seller is required to cure on or before five business days prior to Closing, or (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right, but not the obligation, to cure or remove any and all Monetary Encumbrances and New Objections at or prior to Closing, any Title Defects; providedthen, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closingin either case, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands)right, in addition to Purchaser’s pursuit of any other applicable rights set forth legal or equitable remedies, (A) to maintain this Contract in full force and to receive a credit at Closing in the amount necessary, in Purchaser’s reasonable determination, for Purchaser to cure such Purchaser’s Objections, Monetary Encumbrances or New Encumbrances, or (B) to terminate this AgreementContract, whereupon the Exxxxxx Money shall be immediately returned to Purchaser, and Seller shall, immediately upon demand by Purchaser, reimburse Purchaser for the costs and expenses incurred by Purchaser in connection with the transactions contemplated hereby, and thereafter no party shall have any rights, claims, obligations or liabilities hereunder, except for those that are expressly provided herein to survive a termination of this Contract.

Objections to Title. Up until the date that is thirty (30) days from the receipt of a Title Commitment and Seller has provided to Buyer copies of all material underlying its existing title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of policy for the Titled Properties as are in Seller’s Premises (or its Subsidiaries’the “Old Title Policy”) possession and the applicable Express Maps most recent ALTA survey in its possession (or the survey, “Old Survey”). Buyer may notify Seller in the case of the Chillicothe Distribution Center) writing (the “Title Review PeriodNotice”), Purchaser shall have the right to object to any matter set forth in a Title Commitment which is not a Permitted Exception, by giving written notice to Seller of Purchaser’s objection and the basis (in reasonable detail) for Purchaser’s position that such matter is not a Permitted Exception (any such matter that is not a Permitted Exception, a “Title Defect”). Purchaser shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object expiration of the Inspection Period as described in Paragraph 19(c) hereof of its objection to any Liens matters reflected by the Old Title Policy or other title exceptions (and the same shall not constitute Title Defects Old Survey, or any breach matter reflected by any new or updated title commitment (“New Title Commitment”) or any new or updated survey (“New Survey”) that may be obtained by Buyer. If the Title Notice includes objections reflected by a New Title Commitment or New Survey, Buyer shall include a copy of the New Title Commitment and/or New Survey in the Title Notice. Unless objected to by Buyer pursuant to a Title Notice timely given to Seller’s representations hereunder, but (i) any matters reflected by the Old Title Policy or Old Survey, and (ii) any matters reflected by any New Title Commitment or New Survey, and (iii) any matters which would have been reflected by a New Title Commitment or New Survey had they been obtained prior to the expiration of the Inspection period, shall instead all be deemed to be Permitted Exceptions) (i) over which Encumbrances hereunder. Seller shall have no obligation to cure any alleged defect, objection or survey matter raised in the Title Company is willing to insure (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account)Notice, (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Propertyother than mortgage liens and judgments. Seller shall have the right, but not the obligationat its sole option, upon written notice to Buyer (“Seller’s Cure Notice”) within ten (10) days of Buyer’s Title Notice, to cure (1) defer the Closing for a period not exceeding thirty (30) days after the Closing Date to give Seller an opportunity, at Seller’s sole option, of removing any encumbrance or remove at other title exception or prior matter which is not a Permitted Encumbrance, in which event Seller shall be obligated to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed of trust, any mortgage or any monetary lien encumbering any Titled Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at encumbrance or prior title objection or (2) elect not to Closingtake such action as provided in subparagraph (1), Purchaser in which event Buyer shall have the rights election set forth in Section 6.12 hereof Paragraph (with respect c) of this Paragraph 6. Failure by Seller to the Timberlands), in addition to any other applicable rights set forth in this Agreementdeliver Seller’s Cure Notice shall be deemed an election under subparagraph (2) above.

Objections to Title. Up until (a) Buyer shall obtain an owner's title insurance commitment (collectively, with all updates thereto, the date that is "Title Commitment") issued by a national title insurance company. Not later than the expiration of the Inspection Period, as may be extended, Xxxxx may deliver to Seller a statement of any objections to title and survey matters affecting the Property shown on the Title Commitment and the Survey. Within thirty (30) days from the after receipt of Xxxxx’s objection notice, Seller shall deliver a Title Commitment and copies of notice to Buyer indicating whether Seller will cure each objection or take no further action with regard to each objection. If Seller fails timely to deliver its response, Seller shall be deemed to have elected to take no further action with regard to all material underlying title documents, together with Purchaser’s receipt of and opportunity to inspect such maps, surveys and diagrams of the Titled Properties objections. If Seller states in its response that Seller will cure an objection, Seller shall, as are in Sellera condition of Buyer’s obligation to close, cure the objection on or prior to Closing Date. If Seller elects (or its Subsidiaries’is deemed to have elected) possession and the applicable Express Maps (or the survey, in the case of the Chillicothe Distribution Center) (the “Title Review Period”), Purchaser shall have the right not to object to any matter cure all objections set forth in a Title Commitment which is not a Permitted ExceptionBuyer’s objection notice, by giving written Buyer may prior to Closing deliver notice to Seller that Purchaser elects to (i) terminate this Agreement, in which event all rights and obligations of Purchaser’s objection the parties under this Agreement shall expire other than those that are expressly provided herein to survive the termination of this Contract and the basis Development Contract; or (in reasonable detailii) for Purchaser’s position that such matter is not a Permitted Exception (waive any such matter objections that is Seller has not a Permitted Exceptionelected to cure and elect to close. If Xxxxx fails to deliver notice in accordance with the immediately preceding sentence, a “Title Defect”). Purchaser Xxxxx shall also have the right to object to any title exceptions created or suffered by Seller (or its Subsidiaries), or first made known to Purchaser, between the date of the applicable Title Commitment obtained by Purchaser and the date of Closing, which is not a Permitted Exception, by written notice to Seller on or before the Closing Date. Purchaser shall not be entitled to object to any Liens or other title exceptions (and the same shall not constitute Title Defects or any breach of Seller’s representations hereunder, but shall instead be deemed to be Permitted Exceptions) (i) over which have elected to proceed to Closing. Notwithstanding anything herein to the Title Company is willing to insure (without additional cost to Purchaser contrary, at or where Seller elects to pay such cost for Purchaser’s account)before Closing, (ii) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller elects to pay such cost for Purchaser’s account), or (iii) which will be extinguished upon the transfer of the Property. Seller shall have the right(a) cause to be released any mortgages, but not the obligation, to cure or remove at or prior to Closing, any Title Defects; provided, however, that Seller will cause any deed to secure debt, any deed deeds of trust, any mortgage or any monetary lien encumbering any Titled deeds to secure debt that encumber the Property to be satisfied or otherwise released on or before the Closing. In the event that a Title Defect exists and Purchaser gives a timely notice of objection to such Title Defect and Seller fails to cure or remove such exception at or prior to Closing, Purchaser shall have the rights set forth in Section 6.12 hereof (with respect to the Timberlands), in addition to any other applicable rights set forth in this Agreement.and