Common use of Remedy for Title Objection Clause in Contracts

Remedy for Title Objection. With regard to Title Objections or Title Failures raised by Purchaser pursuant to the terms of this Section, Seller shall have the right but not the obligation to cure and remove such items within [****] days after Seller’s receipt of Purchaser’s written notice of Title Objections or Title Failures. In the event Seller elects or is deemed to have elected not to cure any Title Objection (other than Monetary Liens) or Title Failure, then Purchaser, at its sole election, may, within [****] after Purchaser’s receipt of Seller’s response to Purchaser’s Title Objections, either: (A) waive such Title Objections and proceed to the Closing, accepting title to those portions of the Timberlands that are subject to such uncured Title Objections or Title Failures without adjustment to the Purchase Price (“Accepted Title Objections”); or (B) exclude from the Timberlands those portions of the Timberlands that are subject to such uncured Title Objections (a “Title Objection Carveout”) only to the extent that the value of all Title Objection Carveouts in the aggregate, as determined by the Value Table (provided that the value of any Title Objection Carveout related to the Leased Timberlands shall be calculated based on the total amount of rental payment due and payable under the Xxxxxxx Lease (at the rental payment rate in effect as of the Closing Date) for the portion of the Leased Timberlands that are subject to a Title Objection Carveout, for the remaining years of the term of the Xxxxxxx Lease (with the current year being pro-rated based on the Closing Date), in addition to the Value Table calculation for such Title Objection Carveout) (the “Title Objection Carveout Value”), exceeds [****] in the aggregate, in which event the Purchase Price shall be reduced in the amount equal to the amount that the aggregate Title Objection Carveout Value exceeds [****]. Notwithstanding the foregoing, Purchaser shall have the right to a Title Objection Carveout with respect to any Title Objection which relates to a Title Failure, in which event the Purchase Price shall be reduced by an amount equal to the applicable Title Objection Carveout Value without application of the [****] threshold set forth above. Except for issues related to a Title Failure, Purchaser shall be required to elect clause (A) if the aggregate Title Objection Carveout Value does not exceed [****]. Further notwithstanding the foregoing, each Title Objection Carveout shall be a Marketable Parcel and, to the extent necessary, provide Seller and Purchaser with reasonable reciprocal access to, from and over such Title Objection Carveout. For purposes of this Section 1.6, a “Title Failure” means any portion of the Timberlands consisting of at least [****] acres of the applicable tract or parcel of the Timberlands shown on Seller’s GIS Data as being part of the Timberlands that is not, or immediately prior to the Closing will not be, (i) owned in fee or leasehold (in the case of Leased Timberlands) by Seller in its entirety subject only to the Permitted Exceptions or (ii) otherwise insurable by the Title Company without exception (other than the Permitted Exceptions) at standard rates. Purchaser acknowledges and agrees that unmappable legal descriptions alone shall not constitute a Title Failure but shall constitute a valid Title Objection if otherwise permitted to be objected to in accordance with the terms of this Section 1.6. For purposes of this Agreement, a “Marketable Parcel” means a parcel of minimum sufficient acreage (containing at least [****] acres), as reasonably determined by Seller and subject to Purchaser’s reasonable approval, to be “marketable” and subject to compliance with any applicable subdivision Laws (with Seller being entitled to subdivide the Timberlands to comply with such Laws at Seller’s sole cost and expense).

Remedy for Title Objection. With regard to Title Objections or Title Failures raised by Purchaser pursuant to the terms of this Section, Seller shall have the right but not the obligation to cure and remove such items within [****] days after Seller’s receipt of Purchaser’s written notice of Title Objections or Title Failures. In the event Seller elects or is deemed to have elected not to cure any Title Objection (other than Monetary Liens) or Title Failure), then Purchaser, at its sole election, may, within [****] after Purchaser’s receipt of Seller’s response to Purchaser’s Title Objections, may either: (A) waive such Title Objections and proceed to the Closing, accepting title to those portions of the Timberlands that are subject to such uncured Title Objections or Title Failures without adjustment to the Purchase Price (“Accepted Title Objections”); or (B) exclude from the Timberlands those portions of the Timberlands that are subject to such uncured Title Objections (a “Title Objection Carveout”) only to the extent that the value of all Title Objection Carveouts in the aggregate, as determined by the Value Table (provided that the value of any Title Objection Carveout related to the Leased Timberlands shall be calculated based on the total amount of rental payment due and payable under the Xxxxxxx Lease (at the rental payment rate in effect as of the Closing Date) for the portion of the Leased Timberlands that are subject to a Title Objection Carveout, for the remaining years of the term of the Xxxxxxx Lease (with the current year being pro-rated based on the Closing Date), in addition to the Value Table calculation for such Title Objection Carveout) (the “Title Objection Carveout Value”)Tables, exceeds [****] $1,000,000.00, in the aggregate, in which event the Purchase Price shall be reduced in the amount equal to the amount that extent the aggregate value of all such Title Objection Carveout Value Carveouts exceeds [****]$1,000,000.00. Notwithstanding the foregoing, Purchaser shall have the right to a Title Objection Carveout with respect to any Title Objection which relates to a Title Failure, in which event the Purchase Price shall be reduced by an amount equal to the applicable Title Objection Carveout Value without application of the [****] threshold set forth above. Except for issues related to a Title Failure, Purchaser shall be required to elect clause (A) if the aggregate value of all Title Objection Carveout Value Carveouts does not exceed [****]$1,000,000.00; provided, however, in such event Seller shall exercise commercially reasonable efforts to cure such Title Objections, including without limitation, delivery of such documents, affidavits or estoppels as may be reasonably required to cure such Title Objections. Further notwithstanding Notwithstanding the foregoing, each Title Objection Carveout shall contain at least 40 acres (the boundaries and configuration of which shall be a Marketable Parcel subject to the reasonable approval of Purchaser) and, to the extent necessarynecessary and available, provide Seller and Purchaser with reasonable reciprocal access to, from and over such Title Objection Carveout. For purposes Carveout and each Title Objection Carveout affecting a Timberland Lease, which Seller cannot partially assign by Closing either as a matter of this Section 1.6right or with the landlord’s consent, a “Title Failure” means any portion of the Timberlands consisting of at least [****] acres of the applicable tract or parcel of the Timberlands shown on Seller’s GIS Data as being part of the Timberlands that is not, or immediately prior to the Closing will not be, (i) owned in fee or leasehold (in the case of Leased Timberlands) by Seller shall include such Timberland Lease in its entirety subject only to the Permitted Exceptions or (ii) otherwise insurable by the Title Company without exception (other than the Permitted Exceptions) at standard rates. Purchaser acknowledges and agrees that unmappable legal descriptions alone shall not constitute a Title Failure but shall constitute a valid Title Objection if otherwise permitted to be objected to in accordance with the terms of this Section 1.6. For purposes of this Agreement, a “Marketable Parcel” means a parcel of minimum sufficient acreage (containing at least [****] acres), as reasonably determined by Seller and subject to Purchaser’s reasonable approval, to be “marketable” and subject to compliance with any applicable subdivision Laws (with Seller being entitled to subdivide the Timberlands to comply with such Laws at Seller’s sole cost and expense)entirety.

Remedy for Title Objection. With regard to Title Objections or Title Failures raised by Purchaser pursuant to the terms of this Section, Seller shall have the right but not the obligation to cure and remove such items within [****] days after Seller’s receipt of Purchaser’s written notice of Title Objections or Title Failures. In the event If Seller elects or is deemed to have elected not to cure any Title Objection (other than Monetary Liens) or Title FailureLiens which must be cured by Seller as set forth herein), then PurchaserPurchaser shall elect, at its sole election, may, within [****] by written notice delivered to Seller before the earlier of ten (10) Business Days after Purchaser’s receipt of Seller’s response to Purchaser’s Title Objectionselection or deemed election and the Closing Date, either: either (A) to waive such Title Objections Objection and acquire at the Closing the portion of the Timberlands subject to such uncured Title Objection without adjustment to the Purchase Price, in which event such Title Objection shall become a Permitted Exception, or (B) exclude from the Timberlands to be conveyed to Purchaser the portion of the Timberlands subject to such uncured Title Objection (a “Title Objection Carveout”). Failure by Purchaser to timely deliver such notice of its election shall be deemed a waiver of such Title Objection pursuant to clause (A). If Purchaser elects to make a Title Objection Carveout pursuant to clause (B), then the Parties shall proceed to the Closing, accepting title to Closing with those portions of the Timberlands that are subject to such uncured Title Objections or Title Failures without adjustment to the Purchase Price (“Accepted Title Objections”); or (B) exclude excluded from the Timberlands those portions of to be conveyed to Purchaser and the Timberlands that are Purchaser Price reduced as provided in Section 1.7(b)(iii) (but subject to such uncured Title Objections (a “Title Objection Carveout”) only to the extent Seller’s post-Closing cure rights in Section 1.7(b)(iv)); provided, however, that the value of all Title Objection Carveouts in the aggregate, as determined by the Value Table (provided that the value of any Title Objection Carveout related to the Leased Timberlands shall be calculated based on the total amount of rental payment due and payable under the Xxxxxxx Lease (at the rental payment rate in effect as of the Closing Date) for the portion of the Leased Timberlands that are subject to a Title Objection Carveout, for the remaining years of the term of the Xxxxxxx Lease (with the current year being pro-rated based on the Closing Date), in addition to the Value Table calculation for such Title Objection Carveout) (the “Title Objection Carveout Value”), exceeds [****] in the aggregate, in which event the Purchase Price shall be reduced in the amount equal to the amount that the aggregate Title Objection Carveout Value exceeds [****]. Notwithstanding the foregoing, Purchaser shall have the right to a Title Objection Carveout with respect to any Title Objection which relates to a Title Failure, in which event the Purchase Price shall be reduced by an amount equal to the applicable Title Objection Carveout Value without application of the [****] threshold set forth above. Except for issues related to a Title Failure, Purchaser shall be required to elect clause (A) if the aggregate Title Objection Carveout Value does not exceed [****]. Further notwithstanding the foregoing, each Title Objection Carveout shall be a Marketable Parcel and, to the extent necessarycontain at least 40 acres, provide Seller and Purchaser with reasonable reciprocal access to, from and over to such Title Objection Carveout. For purposes of this Section 1.6, a “Title Failure” means any portion of the Timberlands consisting of at least [****] acres of the applicable tract or parcel of the Timberlands shown on Seller’s GIS Data as being part of the Timberlands that is notbut only if Seller does not otherwise have legal and physical access thereto, or immediately prior to the Closing will not be, (i) owned in fee or leasehold (in the case of Leased Timberlands) by Seller in its entirety subject only to the Permitted Exceptions or (ii) otherwise insurable by the Title Company without exception (other than the Permitted Exceptions) at standard rates. Purchaser acknowledges and agrees that unmappable legal descriptions alone shall not constitute a Title Failure but shall constitute a valid Title Objection if otherwise permitted to be objected to in accordance with the terms of this Section 1.6. For purposes of this Agreement, a “Marketable Parcel” means a parcel of minimum sufficient acreage (containing at least [****] acres)create an economically feasible and marketable parcel, as reasonably determined by Seller. Additionally, Purchaser and Seller and subject to Purchaser’s reasonable approval, to be “marketable” and subject to compliance with any applicable subdivision Laws (with Seller being entitled to subdivide have agreed that Purchaser shall receive a credit against the Timberlands to comply with such Laws at Seller’s sole cost and expense)Purchase Price for the Identified Title Carveouts in the manner descried in Section 1.7(b)(iii) hereof.

Remedy for Title Objection. With regard to Title Objections or Title Failures raised by Purchaser pursuant to the terms of this Section, Seller shall have the right but not the obligation to cure and remove such items within [****] days after Seller’s receipt of Purchaser’s written notice of Title Objections or Title Failures. In the event Seller elects or is deemed to have elected not to cure any Title Objection (other than Monetary Liens) Liens or Title FailureFailures), then PurchaserPurchaser shall elect, at its sole electionby written notice delivered to Seller before the Closing Date, may, within [****] after Purchaser’s receipt of Seller’s response to Purchaser’s Title Objections, either: either (A) to waive such Title Objections Objection and acquire at the Closing the portion of the Timberlands subject to such uncured Title Objection without adjustment to the Purchase Price, in which event such Title Objection shall become a Permitted Exception, or (B) exclude from the Timberlands to be conveyed to Purchaser the portion of the Timberlands subject to such uncured Title Objection (a “Title Objection Carveout”). Failure by Purchaser to timely deliver such notice of its election shall be deemed a waiver of such Title Objection pursuant to clause (A). If Purchaser elects to make a Title Objection Carevout pursuant to clause (B), then the Parties shall proceed to the Closing, accepting title to Closing with those portions of the Timberlands that are subject to such uncured Title Objections or Title Failures without adjustment to the Purchase Price (“Accepted Title Objections”); or (B) exclude excluded from the Timberlands those portions of the Timberlands that are to be conveyed to Purchaser, subject to such uncured Title Objections (a “Title Objection Carveout”the post-Closing cure provisions of Section 1.6(c)(v) only to and the extent Substitute Timberlands provisions of Section 1.6(f); provided, however, that the value of all Title Objection Carveouts in the aggregate, as determined by the Value Table (provided that the value of any Title Objection Carveout related to the Leased Timberlands shall be calculated based on the total amount of rental payment due and payable under the Xxxxxxx Lease (at the rental payment rate in effect as of the Closing Date) for the portion of the Leased Timberlands that are subject to a Title Objection Carveout, for the remaining years of the term of the Xxxxxxx Lease (with the current year being pro-rated based on the Closing Date), in addition to the Value Table calculation for such Title Objection Carveout) (the “Title Objection Carveout Value”), exceeds [****] in the aggregate, in which event the Purchase Price shall be reduced in the amount equal to the amount that the aggregate Title Objection Carveout Value exceeds [****]. Notwithstanding the foregoing, Purchaser shall have the right to a each Title Objection Carveout with respect to any a Title Objection which relates to affecting a Title Failure, in which event the Purchase Price shall be reduced by an amount equal to the applicable Title Objection Carveout Value without application portion or portions of the [****] threshold set forth above. Except for issues related to a Title Failure, Purchaser Timberlands shall be required to elect clause (A) if the aggregate Title Objection Carveout Value does not exceed [****]. Further notwithstanding the foregoing, each Title Objection Carveout shall be a Marketable Parcel and, to the extent necessary, contain at least 40 acres and provide Seller and Purchaser with reasonable reciprocal access to, from and over to such Title Objection Carveout. For purposes of this Section 1.6, a “Title Failure” means any portion of the Timberlands consisting of at least [****] acres of the applicable tract or parcel of the Timberlands shown on Seller’s GIS Data as being part of the Timberlands that is not, or immediately prior to the Closing will not be, (i) owned in fee or leasehold (in the case of Leased Timberlands) by Seller in its entirety subject only to the Permitted Exceptions or (ii) otherwise insurable by the Title Company without exception (other than the Permitted Exceptions) at standard rates. Purchaser acknowledges and agrees that unmappable legal descriptions alone shall not constitute a Title Failure but shall constitute a valid Title Objection if otherwise permitted to be objected to in accordance with the terms of this Section 1.6. For purposes of this Agreement, a “Marketable Parcel” means a parcel of minimum sufficient acreage (containing at least [****] acres), as reasonably determined by Seller and subject to Purchaser’s reasonable approval, to be “marketable” and subject to compliance with any applicable subdivision Laws (with Seller being entitled to subdivide the Timberlands to comply with such Laws at Seller’s sole cost and expense).