Common use of Title Commitment and Policy Clause in Contracts

Title Commitment and Policy. Within ten (10) days of the date hereof and, in any event, at least twenty (20) days prior to the Closing Date, Seller shall order and obtain, and deliver to Purchaser, at Seller’s expense, a current commitment for extended coverage title insurance in the amount of the Purchase Price, together with legible copies of all documents listed as exceptions therein, and a current certificate of taxes due with respect to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, authorized to issue title insurance in the state of Colorado (the “Title Company”), on the current standard form of extended ALTA Owners Policy (collectively, the “Title Commitment”). The Title Company shall promptly provide copies of any amendments or modifications of the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment and the title documents and notify Seller in writing of any title objections to the title exceptions set forth in the Title Commitment. Seller shall have five (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions to the reasonable satisfaction of Purchaser, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptions. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day period, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment (the “Permitted Exceptions”), or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring Purchaser’s title to the Property consistent with the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions. At Closing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to the Title Policy as Purchaser desires, at the expense of Purchaser. Seller shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company to remove all liens, including, without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title Policy.

Title Commitment and Policy. Within ten (10) days of the date hereof and, in any event, at least twenty (20) days prior to the Closing Date, Seller shall order and obtain, and deliver to Purchaser, at Seller’s expense, a current commitment for extended coverage title insurance in the amount of the Purchase Price, together with legible copies of all documents listed as exceptions therein, and a current certificate of taxes due with respect to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, authorized to issue title insurance in the state of Colorado (the “Title Company”), on the current standard form of extended ALTA Owners Policy (collectively, the “Title Commitment”). The Title Company shall promptly provide copies of any amendments or modifications of the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment and Commitment, the title documents and the survey and notify Seller in writing of any title objections to the title exceptions set forth in the Title CommitmentCommitment and any objections to items shown on the survey. Seller shall have five (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions or items to the reasonable satisfaction of Purchaser, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptionsexceptions or items. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions items to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day period, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions items not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment and items shown on the survey to which Purchaser did not object and to such unacceptable items (the “Permitted Exceptions”), or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring Purchaser’s title to the Property consistent with the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions. At Closing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to the Title Policy as Purchaser desires, at the expense of Purchaser, except for endorsements obtained at Seller’s cost. Seller shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company to remove all liens, including, without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title Policy.

Title Commitment and Policy. Within ten five (105) business days of after the date hereof and, in any event, at least twenty (20) days prior to the Closing Effective Date, Seller Buyer shall order and obtain, and deliver to Purchaser, at Seller’s expense, a from Escrow Agent (i) copies of current commitment commitment(s) for extended coverage title insurance ("Commitment(s)") issued by Escrow Agent, as agent for an underwriter acceptable to Buyer ("Title Company") for the Property committing to issue to Buyer at Closing an Owner's Title Insurance Policy ("Title Policy"), in the amount of the Purchase PricePrice insuring Buyer's fee simple title to the Property to be good, together with marketable and indefeasible, and (ii) complete and legible copies of all documents listed shown as title exceptions therein, and a current certificate of taxes due with respect to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, authorized to issue title insurance in the state of Colorado (the “Title Company”)Commitments, on the current standard form of extended ALTA Owners Policy (collectively, the “"Title Commitment”Documents"). The Title Company shall Buyer agrees to promptly provide copies Seller with evidence that Buyer has so ordered the Commitments. All matters shown on Schedule B of the Commitments which are not objected to by Buyer by delivery of written notice to Seller within ten (10) days following Buyer's receipt of the Commitments, the Title Documents and the "Survey" (as defined below) [herein, the "Title Review Period"], or any amendments or modifications matters shown on any update to the Title Commitment disclosing any new title matters which are not objected to by Buyer within ten (10) days following Buyer's receipt of such update, shall be conclusively deemed to be acceptable to Buyer and shall be deemed to be "Permitted Exceptions" hereunder. Buyer shall provide Seller with written notice setting forth Buyer's objections to title prior to the expiration of the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment Review Period, and the title documents and notify Seller in writing of any title objections to the title exceptions set forth in the Title Commitment. Seller shall have advise Buyer within five (5) days from following its receipt of notice Buyer's title objections which of such objections within which title objections, if any, Seller has elected to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions to the reasonable satisfaction of Purchaser, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptionscure. In the event that Seller is unable advises Buyer that it will not cure or unwilling eliminate such title objections, in a manner satisfactory to eliminate Buyer in its sole discretion, then Buyer shall have the option of either: (A) waiving such title objection(s), without reduction in the Purchase Price and without claim against Seller therefor and proceed to Closing, in which event such title matters shall be deemed to be Permitted Exceptions, or modify (B) terminating this Agreement by notice to Seller and Escrow Agent, in which event Escrow Agent shall deliver the Xxxxxxx Money to Buyer, without the consent or agree in writing joinder of Seller being required, and Seller and Buyer shall be released from all further obligations under this Agreement, except as may be otherwise set forth herein. If Buyer does not terminate this Agreement pursuant to so eliminate or modify(B) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said above within five (5) day periodbusiness days following any notice by Seller to Buyer that it will not cure any such defects, Seller Buyer shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior waived its objection as to the Closing Date either (ititle matter(s) waive such that Seller has elected not to cure. Seller shall have no obligation to take any action or expend any money to remove any objections and accept title to the Property subject to title exceptions set forth in made by Buyer; provided, however, that notwithstanding the Title Commitment (the “Permitted Exceptions”), or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring Purchaser’s title to the Property consistent with the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions. At Closingforegoing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to the Title Policy as Purchaser desires, at the expense of Purchaser. Seller shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company obligated to remove from record (by bonding or otherwise releasing in a manner satisfactory to Buyer and Escrow Agent) any and all liensof the following affecting the Premises as of the Closing Date: (x) liquidated, includingfinal, without limitationnon-appealable liens or judgments against Seller or otherwise affecting the Premises; (y) any mortgage, mechanics’ deed of trust or materialmen’s liensother security interest affecting the Premises; or (z) any mechanic's or materialman's lien and any judgment affecting the Premises, as exceptions in any case resulting from the non-payment by Seller of any sums alleged to the Title Policybe due and owing by Seller to a contractor or materialman.

Title Commitment and Policy. Within ten (10) days of the date hereof and, in any event, at least twenty (20) days prior to the Closing Date, Seller shall order and obtain, and deliver to Purchaser, at Seller’s expense, a current commitment for extended coverage title insurance in the amount of the Purchase Price, together with legible copies of all documents listed as exceptions therein, and a current certificate of taxes due with respect to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, authorized to issue title insurance in the state of Colorado (the “Title Company”), on the current standard form of extended ALTA Owners Policy (collectively, the “Title Commitment”). The Title Company shall promptly provide copies of any amendments or modifications of the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment and the title documents and notify Seller in writing of any title objections to the title exceptions set forth in the Title Commitment. Seller shall have five (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions to the reasonable satisfaction of Purchaser, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptions. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day period, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment (the “Permitted Exceptions”), or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring Purchaser’s title to the Property consistent with the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions. At Closing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to the Title Policy as Purchaser desires, at the expense of Purchaser. Seller shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company to remove all liens, including, without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title Policy.either

Title Commitment and Policy. Within ten (10) days of the date hereof and, in any event, at least twenty (20) days prior to the Closing Date, Seller shall order and obtain, and deliver to Purchaser, at Seller’s expense, a current commitment for extended coverage title insurance in the amount of the Purchase Price, together with legible copies of all documents listed as exceptions therein, and a current certificate of taxes due with respect to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, authorized to issue title insurance in the state of Colorado (the “Title Company”), on the current standard form of extended ALTA Owners Policy (collectively, the “Title Commitment”). The Title Company shall promptly provide copies of any amendments or modifications of the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment and the title documents and notify Seller in writing of any title objections to the title exceptions set forth in the Title Commitment. Seller shall have five (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions to the reasonable satisfaction of Purchaser, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptions. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day period, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment (the “Permitted Exceptions”), or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring Purchaser’s title to the Property consistent with the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions. At Closing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to the Title Policy as Purchaser desires, at the expense of Purchaser, except for endorsements obtained at Seller’s cost. Seller shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company to remove all liens, including, without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title Policy.

Title Commitment and Policy. Within ten thirty days (1030) days after execution of this Agreement by both parties, Seller shall cause to be ordered from the Escrow Agent a commitment (Commitment) for an ALTA Owner’s Policy of Title Insurance (with Standard Exceptions deleted and subject only to the Permitted Exceptions), in an amount equal to the Total Sales Price (Title Policy), setting forth the state of title to the Property as of the effective date of the Commitment. “Permitted Exceptions” means exceptions approved by Buyer pursuant to this Agreement; and real estate taxes not yet due and payable. Buyer shall have thirty (30) days following receipt of the Commitment and Survey to examine title to the Property and to give written notice to Seller of any objections which Buyer may have, in its sole discretion. If Buyer gives Seller timely notice of objection to any other title exceptions or defects, Seller shall cure or satisfy such objection within fifteen (15) days of the date hereof andreceipt of such notice. If such objection is not cured or satisfied, then Buyer shall, within fifteen (15) days thereafter, elect, by written notice to be provided to Seller on or before such fifteenth (15th) day, either to (1) terminate this Agreement, in any event, at least twenty (20) days prior which case the Xxxxxxx Money shall be returned to Buyer by Escrow Agent and all documents deposited by the parties with each other or with the Escrow Agent shall be immediately returned to the Closing Dateparty who deposited the same and the parties shall have no further rights or obligations hereunder, Seller shall order except for those which expressly survive any such termination; or (2) waive its objections hereunder and obtain, and deliver to Purchaser, at Seller’s expense, a current commitment for extended coverage title insurance in proceed with the amount of the Purchase Price, together with legible copies of all documents listed as exceptions therein, and a current certificate of taxes due with respect transaction pursuant to the Property, from a title company selected by Seller, remaining terms and reasonably acceptable to Purchaser, authorized to issue title insurance in the state conditions of Colorado (the “Title Company”), on the current standard form of extended ALTA Owners Policy (collectively, the “Title Commitment”)this Agreement. The Title Company shall promptly provide copies of any amendments or modifications of the Title Commitment to Purchaser. Purchaser Buyer shall have the right at any time to review the Title Commitment and the title documents and notify Seller in writing of waive any title objections to the title exceptions set forth in the Title Commitment. Seller shall that it may have five (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions to the reasonable satisfaction of Purchasermade and, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptions. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day periodthereby, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment (the “Permitted Exceptions”), or (ii) terminate preserve this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further in full force and effect, except as otherwise expressly set forth herein. At Closing Seller agrees not to further voluntarily alter or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring Purchaserencumber in any way Seller’s title to the Property consistent with after the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions. At Closing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to the Title Policy as Purchaser desires, at the expense of Purchaser. Seller shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company to remove all liens, including, Effective Date without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title PolicyBuyers prior written consent.

Title Commitment and Policy. Within ten six (106) days months after the Effective Date of this Agreement, the date hereof and, in any eventSellers shall deliver to Company, at least twenty (20) days prior to the Closing Date, Seller shall order and obtain, and deliver to Purchaser, at Seller’s Sellers’ expense, a current commitment for extended coverage Title Commitment from a nationally recognized title insurance company reasonably acceptable to Company, agreeing to insure Company’s fee simple title to the Realty after Closing in the collective amount of $6.37 million, in form and substance satisfactory to Company (the Purchase Price, “Commitment”) together with legible copies of all documents listed as exceptions therein, and a current certificate of taxes due with respect to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, authorized to issue title insurance in the state of Colorado (the “Title Company”), on the current standard form of extended ALTA Owners Policy (collectively, the “Title Commitment”)exception documents. The Title Sellers will cooperate fully with Company shall promptly provide copies of any amendments or modifications of the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment and the title documents and notify Seller in writing of any title objections to the title exceptions order for all requirements set forth in Schedule B-1 of the Title CommitmentCommitment to be deleted from the Commitment at Closing. Each Seller shall have five (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions to the reasonable satisfaction of Purchaseragrees that all mortgages, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptions. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day periodliens, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such eventsecurity interests, Purchaser shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment (the “Permitted Exceptions”)encumbrances, or judgments against its Realty (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring Purchaser’s title to the Property consistent with the Title Commitment subject only to other than taxes and assessments for the year of Closing and subsequent years, subject Closing) will be satisfied by the applicable Seller at or prior to and subordinate Closing. If the Commitment shows exceptions against any Seller’s interest which renders title to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions any of the City Realty unmarketable or uninsurable, Company shall notify the Sellers in writing within thirty (30) days following its receipt of Pueblo the Commitment, specifying the matters revealed by the Commitment which render title unmarketable or uninsurable and to which Company objects (the Permitted Exceptions“Title Objection Letter”). At Closing, Seller shall pay the premium for The matters described in the Title PolicyObjection Letter shall be treated as title defects. Purchaser may obtain such other endorsements to The Seller or Sellers upon whose Realty a title defect has been identified in the Title Policy as Purchaser desiresObjection Letter shall have thirty (30) days following their receipt of Company’s Title Objection Letter within which to remove any title defects cited by Company other than mortgages, at the expense of Purchaser. Seller shall provide such affidavits or certificatesliens, security interests, encumbrances, and pay judgments to be satisfied at or prior to Closing. If such expensesSeller or Sellers fail, as may be required by the Title Company within such time, to remove all liensor cure such defects, Company shall be entitled to take such actions as the Company shall deem necessary or appropriate in order to cure such title defects, including, without limitation, mechanicsutilizing up to the full amount of the applicable Seller(s)’ or materialmen’s liensallocation of the Settlement Payment, as exceptions set forth on Exhibit “E”, to remove/eliminate each and every matter set forth on the Title PolicyObjection Letter. The Company is free to waive any title defect in writing.

Title Commitment and Policy. Within ten sixty (1060) days of the date hereof and, in any event, at least twenty (20) days prior to the Closing Dateexecution of this Agreement, Seller shall order and obtain, and deliver to Purchaserwill obtain a commitment for title insurance, at Seller’s ’ s expense, issued by Tri-Lakes Title & Escrow, L.L.C., a company authorized by the State of Missouri to insure titles, insuring good and merchantable title to the Real Property, free and clear of all liens and encumbrances, excepting taxes for the current commitment for extended coverage title insurance in the amount year, and free and clear of all other defects except those against which said company is willing to insure as of the Purchase Price, together with legible copies date of all documents listed as exceptions therein, and a current certificate Closing. The title commitment will also include an endorsement for easement rights unless such endorsement is waived by Xxxxx upon Xxxxx’s satisfaction of taxes due with respect to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, authorized to issue title insurance in the state of Colorado (title related to easements utilized by Seller in the “Title Company”), on the current standard form of extended ALTA Owners Policy (collectively, the “Title Commitment”). The Title Company shall promptly provide copies of any amendments or modifications operation of the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment and the title documents and notify Seller in writing of any title objections to the title exceptions set forth in the Title Commitment. Seller shall have five (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions to the reasonable satisfaction of Purchaser, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptionsBusiness. In the event that the title commitment discloses any such liens or defects, and in further event that such liens or defects cannot be removed by Seller is unable or unwilling and said title insurance company refuses to eliminate or modify insure against them, then Buyer may, upon written option given to Seller within sixty (or agree in writing 60) days from Buyer’s receipt of the Commitment, elect to so eliminate or modify) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day period, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment (the “Permitted Exceptions”), such liens or defects and consummate this Agreement or (ii) terminate this Agreement by written notice Agreement. In the event that Buyer elects to Seller, whereupon timely terminate this Agreement based on the Seller's refusal to remove or cure any liens or defects in title, Buyer shall automatically be terminated entitled to any amounts advanced as closing costs, and of no neither Seller nor Buyer shall have any further force and effectliability, except as otherwise expressly set forth hereinone unto the other, under this Contract. At Closing Title Insurer must be willing to issue, at or as soon as reasonably practicable after immediately following Closing, the Title Company shall issue Policy in the form required and deliver to Purchaser in the owner’s title insurance policy referred to above (full amount of the “Title Policy”)allocated purchase price for the real estate with Buyer and Xxxxx's designees each as a named insured, issued by the Title Company insuring Purchaser’s title to the Property consistent with the Title Commitment subject only premium therefore to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions. At Closing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to the Title Policy as Purchaser desires, at the expense of Purchaser. Seller shall provide such affidavits or certificates, and pay such expenses, as may be required paid by the Title Company to remove all liens, including, without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title PolicyXxxxx.

Title Commitment and Policy. Within ten five (105) days after the Effective Date, Seller, at its sole cost and expense, shall provide Purchaser with a commitment for an owner's policy of title insurance ("Title Commitment"), issued by Title Company and containing the agreement of the date hereof and, in any event, at least twenty Title Company to issue an owner's policy of title insurance (20ALTA Form 1992) days prior insuring fee simple title to the Closing Date, Property in the name of Purchaser or its assignee or designee upon delivery of a special warranty deed therefor from Seller shall order and obtain, and deliver to Purchaser, at together with such endorsements as Purchaser shall require, including non-imputation, Fairway, Zoning, separate Tax Parcel, Subdivision Act, ALTA 9, Public Street Access, Gap, waiver of arbitration and coxxxxxxxx; xxxxxxxx xxxx Xxxxer shall not be required to provide any indemnity agreement to the Title Company in connection with any endorsements except with respect to non-imputation and Gap and as may be contained in the Vendor's Affidavit. Seller’s expense's obligation to pay for the Title Commitment is limited to the portion of the title company charges attributable to the title search, a current commitment not the title insurance, closing or recording fees, or other incidental expenses requested by Purchaser, all of which are the responsibility of Purchaser. The Title Commitment shall set forth the state of title to the Property, together with all exceptions or conditions to such title, including, but not limited to, all easements, restrictions, rights-of-way, covenants, reservations and all other liens and encumbrances affecting the Property which would appear in an owner's policy of title insurance issued pursuant to the Title Commitment and shall set forth the Title Company's requirements for issuing such owner's policy of title insurance with extended coverage (i.e., without standard pre-printed exceptions). Purchaser shall receive with the Title Commitment legible copies of the exceptions set forth therein and the most recent tax bills for the Property. The Title Commitment shall contain the commitment of the Title Company to insure title insurance in the name of the Purchaser for the full amount of the Purchase Price, together with legible copies provided, however, Purchaser shall pay the cost of all documents listed as exceptions therein, and a current certificate of taxes due with respect any endorsements to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, authorized to issue title insurance in the state of Colorado (the “Title Company”), on the current standard form of extended ALTA Owners Policy (collectively, the “Title Commitment”)Commitment that Purchaser may desire. The Title Company shall promptly provide copies of any amendments or modifications of title policy to be issued pursuant to the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment and the title documents and notify Seller be issued at Closing in writing of any title objections to the title exceptions set forth in the Title Commitment. Seller shall have five (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions to the reasonable satisfaction of Purchaser, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptions. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day period, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment (the “Permitted Exceptions”), or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring Purchaser’s title to the Property consistent with the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions. At Closing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to the Title Policy as Purchaser desires, at the expense of Purchaser. Seller shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company to remove all liens, including, without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title Policya "New York style" closing.

Title Commitment and Policy. Within ten five (105) business days of after the date hereof and, in any event, at least twenty (20) days prior to the Closing Effective Date, Seller Buyer shall order and obtain, and deliver to Purchaser, at Seller’s expense, a from Escrow Agent (i) copies of current commitment commitment(s) for extended coverage title insurance ("Commitment(s)") issued by Escrow Agent, as agent for an underwriter acceptable to Buyer ("Title Company") for the Property committing to issue to Buyer at Closing an Owner's Title Insurance Policy ("Title Policy"), in the amount of the Purchase PricePrice insuring Buyer's fee simple title to the Property to be good, together with marketable and indefeasible, and (ii) complete and legible copies of all documents listed shown as title exceptions therein, and a current certificate of taxes due with respect to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, authorized to issue title insurance in the state of Colorado (the “Title Company”)Commitments, on the current standard form of extended ALTA Owners Policy (collectively, the “"Title Commitment”Documents"). The Title Company shall Buyer agrees to promptly provide copies Seller with evidence that Buyer has so ordered the Commitments. All matters shown on Schedule B of the Commitments which are not objected to by Buyer by delivery of written notice to Seller within ten (10) days following Buyer's receipt of the Commitments, the Title Documents and the "Surveys" (as defined below) [herein, the "Title Review Period"], or any amendments or modifications matters shown on any update to the Title Commitment disclosing any new title matters which are not objected to by Buyer within ten (10) days following Buyer's receipt of such update, shall be conclusively deemed to be acceptable to Buyer and shall be deemed to be "Permitted Exceptions" hereunder. Buyer shall provide Seller with written notice setting forth Buyer's objections to title prior to the expiration of the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment Review Period, and the title documents and notify Seller in writing of any title objections to the title exceptions set forth in the Title Commitment. Seller shall have advise Buyer within five (5) days from following its receipt of notice Buyer's title objections which of such objections within which title objections, if any, Seller has elected to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions to the reasonable satisfaction of Purchaser, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptionscure. In the event that Seller is unable advises Buyer that it will not cure or unwilling eliminate such title objections, in a manner satisfactory to eliminate Buyer in its sole discretion, then Buyer shall have the option of either: (A) waiving such title objection(s), without reduction in the Purchase Price and without claim against Seller therefor and proceed to Closing, in which event such title matters shall be deemed to be Permitted Exceptions, or modify (B) terminating this Agreement by notice to Seller and Escrow Agent, in which event Escrow Agent shall deliver the Xxxxxxx Money to Buyer, without the consent or agree in writing joinder of Seller being required, and Seller and Buyer shall be released from all further obligations under this Agreement, except as may be otherwise set forth herein. If Buyer does not terminate this Agreement pursuant to so eliminate or modify(B) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said above within five (5) day periodbusiness days following any notice by Seller to Buyer that it will not cure any such defects, Seller Buyer shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior waived its objection as to the Closing Date either (ititle matter(s) waive such that Seller has elected not to cure. Seller shall have no obligation to take any action or expend any money to remove any objections and accept title to the Property subject to title exceptions set forth in made by Buyer; provided, however, that notwithstanding the Title Commitment (the “Permitted Exceptions”), or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring Purchaser’s title to the Property consistent with the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions. At Closingforegoing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to the Title Policy as Purchaser desires, at the expense of Purchaser. Seller shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company obligated to remove from record (by bonding or otherwise releasing in a manner satisfactory to Buyer and Escrow Agent) any and all liensof the following affecting the Premises as of the Closing Date: (x) liquidated, includingfinal, without limitationnon-appealable liens or judgments against Seller or otherwise affecting the Premises; (y) any mortgage, mechanics’ deed of trust or materialmen’s liensother security interest affecting the Premises; or (z) any mechanic's or materialman's lien and any judgment affecting the Premises, as exceptions in any case resulting from the non-payment by Seller of any sums alleged to the Title Policybe due and owing by Seller to a contractor or materialman.

Title Commitment and Policy. Within ten (10) days of the date hereof and, in any event, at least twenty (20) days prior Prior to the Closing Date, Seller Date (as defined in Paragraph 5 below) Buyer shall order and obtain, and deliver to Purchaser, at Seller’s expense, a current commitment for extended coverage title insurance in the amount of the Purchase PriceSix Million Eight Hundred Fifty Six Thousand Dollars ($6,856,000.00), together with legible copies of all documents listed as exceptions therein, and a current certificate of taxes due with respect to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, Buyer authorized to issue title insurance in the state of Colorado (the “Title Company”), on the current standard form of extended ALTA Owners Lenders Policy (collectively, the “Title Commitment”). The Title Company shall promptly provide copies of any amendments or modifications of the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment and the title documents and notify Seller in writing of any title objections to the title exceptions set forth in the Title Commitment. Seller shall have five (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions to the reasonable satisfaction of Purchaser, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptions. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day period, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment (the “Permitted Exceptions”), or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser Seller the ownerlender’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring PurchaserBuyer’s title to the Property and Seller’s first-priority encumbrance on the Property, consistent with the Title Commitment Commitment, providing “gap” coverage, deleting the standard exceptions, endorsing over arbitration exceptions (to the extent the Title Company will so agree), if necessary, and subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the other matters approved by Buyer in accordance with subparagraph (c) below and any encumbrances upon the Property caused by Buyer (the “Permitted Exceptions”). At Closing, Seller shall pay the premium for the Title Policy. Purchaser Buyer may obtain such other endorsements to the Title Policy as Purchaser Buyer desires, at the expense of PurchaserXxxxx, except for endorsements obtained at Seller’s cost, as provided in subparagraph (c) below. Seller shall provide such affidavits or certificates, and pay such expenses, certificates as may be required by the Title Company to remove all liens, including, without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title Policy.Policy.‌

Title Commitment and Policy. Within ten (10) days of the date hereof and, in any event, at least twenty (20) days prior Prior to the Closing Date, Seller Date (as defined in Paragraph 5 below) Buyer shall order and obtain, and deliver to Purchaser, at Seller’s expense, a current commitment for extended coverage title insurance in the amount of the Purchase PriceSix Million Eight Hundred Fifty Six Thousand Dollars ($6,856,000.00), together with legible copies of all documents listed as exceptions therein, and a current certificate of taxes due with respect to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, Buyer authorized to issue title insurance in the state of Colorado (the “Title Company”), on the current standard form of extended ALTA Owners Lenders Policy (collectively, the “Title Commitment”). The Title Company shall promptly provide copies of any amendments or modifications of the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment and the title documents and notify Seller in writing of any title objections to the title exceptions set forth in the Title Commitment. Seller shall have five (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions to the reasonable satisfaction of Purchaser, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptions. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day period, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment (the “Permitted Exceptions”), or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser Seller the ownerlender’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring PurchaserBuyer’s title to the Property and Seller’s first-priority encumbrance on the Property, consistent with the Title Commitment Commitment, providing “gap” coverage, deleting the standard exceptions, endorsing over arbitration exceptions (to the extent the Title Company will so agree), if necessary, and subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the other matters approved by Buyer in accordance with subparagraph (c) below and any encumbrances upon the Property caused by Buyer (the “Permitted Exceptions”). At Closing, Seller shall pay the premium for the Title Policy. Purchaser Buyer may obtain such other endorsements to the Title Policy as Purchaser Buyer desires, at the expense of PurchaserBuyer, except for endorsements obtained at Seller’s cost, as provided in subparagraph (c) below. Seller shall provide such affidavits or certificates, and pay such expenses, certificates as may be required by the Title Company to remove all liens, including, without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title Policy.Policy.‌

Title Commitment and Policy. Within ten (10a) days Seller shall deliver to Buyer and any lender providing financing to the Buyer for the transaction contemplated hereby (the "Buyer's Lender"), at Buyer's sole cost and expense, (i) a written commitment from the Title Company to issue a Title Insurance Policy in a form acceptable to Buyer's Counsel and Buyer's Lender's Counsel relating to the property in an amount equal to the Purchase Price, subject only to the Permitted Exceptions and to liens and encumbrances to secure indebtedness which are of a definite or ascertainable dollar amount and which Seller agrees to remove concurrently with the Closing, and (ii) complete and legible copies of all documents referenced in such title commitment. The title commitment delivered hereunder shall be conclusive evidence of good and marketable title as therein shown, subject only to those exceptions as therein stated. If such title commitment discloses exceptions to title other than as herein contemplated, Seller shall have such exceptions removed or obtain the commitment of the date hereof andTitle Company to provide affirmative insurance to Buyer over such exception, in form and substance reasonably acceptable to Buyer; provided, however, in the case of exceptions which are of a definite and ascertainable amount and may be removed by the payment of money, Seller shall be obligated to cause the removal thereof at the Closing or to cause the same to be bonded over in an amount and manner sufficient to enable the Title Company to remove the same from its title insurance policy or to provide Buyer with affirmative insurance against loss or damage by reason thereof in form and substance reasonably acceptable to Buyer. If Seller fails to have any event, at least twenty (20) days unpermitted exceptions removed or fails to cause the Title Company to issue its commitment to insure over the same on or prior to the Closing Date, Seller shall order and obtainBuyer may either elect to take title as it then is, and deliver to Purchaser, at Seller’s expense, a current commitment for extended coverage title insurance in the amount of the Purchase Price, together with legible copies of all documents listed as exceptions therein, and a current certificate of taxes due with respect to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, authorized to issue title insurance in the state of Colorado (the “Title Company”), on the current standard form of extended ALTA Owners Policy (collectively, the “Title Commitment”). The Title Company shall promptly provide copies of any amendments or modifications of the Title Commitment to Purchaser. Purchaser shall have the right to review deduct from the Title Commitment Purchase Price liens or encumbrances of a definite or ascertainable dollar amount, or to terminate this Agreement and all of the title documents rights and notify Seller in writing obligations of any title objections to the title exceptions set forth in the Title Commitment. Seller shall have five (5) days from receipt parties hereto, by delivery of notice of such objections within which to eliminate that effect at or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions to the reasonable satisfaction of Purchaser, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptions. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day period, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior to the Closing Date either (i) waive such objections and accept Date. If Buyer shall elect to take title to the Property subject to title any unpermitted exceptions, all of such exceptions set forth in the Title Commitment (the “shall thereupon become, for all purposes hereof, additional Permitted Exceptions”), or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring Purchaser’s title to the Property consistent with the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions. At Closing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to the Title Policy as Purchaser desires, at the expense of Purchaser. Seller shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company to remove all liens, including, without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title Policy.

Title Commitment and Policy. Within ten (10) days of the date hereof and, in any event, at least twenty (20) days prior to the Closing Date, Seller shall order and obtain, and deliver to Purchaser, at Seller’s expense, a current commitment for extended coverage title insurance in the amount of the Purchase Price, together with legible copies of all documents listed as exceptions therein, and a current certificate of taxes due with respect to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, authorized to issue title insurance in the state of Colorado (the “Title Company”), on the current standard form of extended ALTA Owners Policy (collectively, the “Title Commitment”). The Title Company shall promptly provide copies of any amendments or modifications of the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment and the title documents and notify Seller in writing of any title objections to the title exceptions set forth in the Title Commitment. Seller shall have five (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions to the reasonable satisfaction of Purchaser, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptions. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day period, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment (the “Permitted Exceptions”), or (ii) terminate this Agreement Contract by written notice to Seller, whereupon the $5,000.00 xxxxxxx money deposit shall be returned to Purchaser and this Agreement Contract shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring Purchaser’s title to the Property consistent with the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions. At Closing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to the Title Policy as Purchaser desires, at the expense of Purchaser. Seller shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company to remove all liens, including, without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title Policy.

Title Commitment and Policy. Within ten (10) days of AHP shall have received a title commitment covering the date hereof and, in any event, at least twenty (20) days prior to Property issued by the Closing Date, Seller shall order and obtain, and deliver to Purchaser, at Seller’s expense, a current commitment for extended coverage title insurance in the amount of the Purchase PriceTitle Company, together with legible copies of all underlying documents listed as exceptions therein, and a current certificate of taxes due with respect referred to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, authorized to issue title insurance in the state of Colorado (the “Title Company”), on the current standard form of extended ALTA Owners Policy therein (collectively, the “Title "Commitment”). The Title Company ") and shall promptly provide copies of any amendments or modifications have approved in writing the form and substance of the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment and the title documents and notify Seller form of "Title Policy" (as defined in writing of any title objections Section 0) to be issued to the title exceptions set forth AHP at Closing pursuant thereto, and the Title Policy shall be issued in the form previously approved, and neither the "Survey" (as defined in Section 0(0)) nor Title Commitment. Policy shall contain any exception other than the "Permitted Exceptions" (as defined in Section 0) and without limitation on the foregoing, the Title Policy shall include no material exception disclosed by the Survey, and at or prior to Closing Seller shall have removed any items affecting title to or use of the Property which are disapproved by AHP and which Seller agrees to remove in accordance with this Section 0(0). If, AHP shall disapprove any exception to title noted in the Commitment by delivery of notice of disapproval to Seller and BCC, BCC and/or Seller shall notify AHP, within five (5) business days from after receipt of such notice of disapproval, as to whether Seller or BCC will remove such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions item from title to the reasonable satisfaction of PurchaserProperty. If Seller or BCC elects to remove such item, but Seller shall have no obligation whatsoever the transaction will proceed to so eliminate or modify any such unacceptable exceptions. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions Closing subject to the reasonable satisfaction of Purchaser on other conditions stated herein. If Seller or before BCC shall notify AHP within the expiration of said foregoing five (5) business day periodperiod that neither it nor Seller will remove such exception, or Seller shall notify Purchaser in writing of such fact within said and BCC fail to respond during the foregoing five (5) business day period or be deemed period, AHP shall have the option either to have so notified Purchaser with respect accept such disapproved exception as a Permitted Exception and thus continue to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior proceed to the Closing Date either (i) waive such objections and accept title subject to the Property subject other conditions stated herein, or, to title exceptions set forth in the Title Commitment (the “Permitted Exceptions”), or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and BCC delivered within five (5) business days after AHP's receipt of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring Purchaser’s notice from that neither Seller nor BCC will remove a disapproved item from title to the Property consistent with the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions. At Closing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to the Title Policy as Purchaser desires, at the expense of Purchaser. Seller shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company to remove all liens, including, without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title PolicyProperty.

Title Commitment and Policy. Within ten (10) days of after the date hereof andEffective Date, in any eventBuffalo Highlands shall cause Chicago Title Insurance Company ("Title Company") to issue to Melody a commitment (the "Title Commitment") to issue, at least twenty (20) days prior promptly after Closing, an ALTA Extended Owner's Title Policy insuring fee simple title to the Closing Date, Seller shall order and obtain, and deliver to Purchaser, at Seller’s expense, a current commitment for extended coverage title insurance Land in the amount of the Total Purchase PricePrice ("Title Policy"), and Buffalo Highlands shall deliver to Melody copies of all unrecorded leases, agreements, and other documents that may affect title to the Land ("Unrecorded Documents"). The Title Commitment shall be provided to Melody, together with legible copies of all recorded documents listed as exceptions therein, and a current certificate of taxes due with respect shall commit to delete from the PropertyTitle Policy, from a title company selected by Seller, at Buffalo Highlands' expense: (1) any mechanics' lien exception as to any liens arising through Buffalo Highlands and reasonably acceptable to Purchaser, authorized to issue title insurance in B.I.; (2) any exception for instruments recorded after the state of Colorado (the “Title Company”), on the current standard form of extended ALTA Owners Policy (collectively, the “Title Commitment”). The Title Company shall promptly provide copies of any amendments or modifications effective date of the Title Commitment and prior to Purchaser. Purchaser shall have recording of the right deed to review the Title Commitment and the title documents and notify Seller in writing of any title objections Melody except matters which are accepted by Melody pursuant to the title exceptions set forth in the Title Commitment. Seller shall have five terms of this Agreement; (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify3) any such unacceptable exceptions to the reasonable satisfaction of Purchaser, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptions. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day period, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment (the “Permitted Exceptions”), or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring Purchaser’s title to the Property consistent with the Title Commitment subject only to exception for unpaid taxes and assessments except for the year of Closing closing and subsequent years; (4) any general exception for leases and tenancies, except as to leases and tenancies which Melody accepts or is deemed to have accepted pursuant to the terms of this Agreement; (5) any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof; (6) easements, or claims of easements, not shown by public record; and (7) discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the land would disclose, and which are not shown by the public records. Any endorsements requested by Melody with respect to such Title Commitment shall be at Melody's sole expense, provided, however, that Buffalo Highlands hereby agrees, to the extent requested by Melody, to pay up to the first $1,000 of the total premium for both endorsements 100.31 and 103.1 with respect to any severed mineral interests and rights of ingress and egress of mineral owners, subject to and subordinate the Title Company's willingness to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions issue said endorsements under commercially reasonable requirements. Buffalo Highlands shall cause the payment of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions. At Closing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to Policy in the Title Policy as Purchaser desires, at amount of the expense of Purchaser. Seller shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company to remove all liens, including, without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title PolicyTotal Purchase Price.

Title Commitment and Policy. Within ten (10) days of the date hereof and, in any event, at least twenty (20) days prior to the Closing Date, Date Seller shall order and obtain, and deliver to Purchaser, at Seller’s expense, a current commitment for extended coverage title insurance in the amount of the Purchase Price, together with legible copies of all documents listed as exceptions therein, and a current certificate of taxes due with respect to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, authorized to issue title insurance in the state of Colorado (the “Title Company”), on the current standard form of extended ALTA Owners Policy (collectively, the “Title Commitment”). The Title Company shall promptly provide copies of any amendments or modifications of the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment and Commitment, the title documents and the survey and notify Seller in writing of any title objections to the title exceptions set forth in the Title CommitmentCommitment and any objections to items shown on the survey. Seller shall have five (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions or items to the reasonable satisfaction of Purchaser, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptionsexceptions or items. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions items to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day period, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions items not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment and items shown on the survey to which Purchaser did not object and to such unacceptable items (the “Permitted Exceptions”), or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring Purchaser’s title to the Property consistent with the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions. At Closing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to the Title Policy as Purchaser desires, at the expense of Purchaser, except for endorsements obtained at Seller’s cost. Seller shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company to remove all liens, including, without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title Policy.

Title Commitment and Policy. Within ten (10) days of the date hereof and, in any event, at least twenty (20) days prior to the Closing Date, Seller shall order and obtain, and deliver to Purchaser, at Seller’s expense, a current commitment for extended coverage title insurance in the amount of the Purchase Price, together with legible copies of all documents listed as exceptions therein, and a current certificate of taxes due with respect to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, authorized to issue title insurance in the state of Colorado (the “Title Company”), on the current standard form of extended ALTA Owners Policy (collectively, the “Title Commitment”). The Title Company shall promptly provide copies of any amendments or modifications of the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment and the title documents and notify Seller in writing of any title objections to the title exceptions set forth in the Title Commitment. Seller shall have five (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions to the reasonable satisfaction of Purchaser, but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptions. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day period, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment (the “Permitted Exceptions”), or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring Purchaser’s title to the Property consistent with the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-of- way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions. At Closing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to the Title Policy as Purchaser desires, at the expense of Purchaser. Seller shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company to remove all liens, including, without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title Policy.

Title Commitment and Policy. Within ten (10) No later than 10 days of after the date hereof and, in any event, at least twenty (20) days prior to the Closing Effective Date, Seller City shall order and obtain, and deliver to PurchaserCompany , at SellerCity’s expense, a current commitment for extended coverage title insurance in the amount of the Purchase Price, Fifty Thousand Dollars ($50,000.00) together with legible copies of all documents listed as exceptions therein, and a current certificate of taxes due with respect to the Property, from a title company selected by SellerCity, and reasonably acceptable to PurchaserCompany, authorized to issue title insurance in the state of Colorado (the “Title Company”), ) on the current standard form of extended ALTA Owners Policy (collectively, the “Title Commitment”). The Title Company shall promptly provide copies of any amendments or modifications of the Title Commitment to PurchaserCompany. Purchaser Company shall have the right to review the Title Commitment and the title documents and notify Seller City in writing of any title objections to the title exceptions set forth in the Title Commitment. Seller City shall have five (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions or items to the reasonable satisfaction of PurchaserCompany, but Seller City shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptionsexceptions or items. In the event that Seller City is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions items to the reasonable satisfaction of Purchaser Company on or before the expiration of said five (5) day period, Seller City shall notify Purchaser Company in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser Company with respect to all such unacceptable exceptions items not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser Company shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment to which Company did not object and to such unacceptable items (the “Permitted Exceptions”), or (ii) terminate this Agreement by written notice to SellerCity, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser Company the owner’s title insurance policy referred to above (the “Title Policy”), issued by the Title Company insuring PurchaserCompany’s title to the Property consistent with the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo years and the Permitted Exceptions. At Closing, Seller City shall pay the premium for the Title Policy. Purchaser Company may obtain such other endorsements to the Title Policy as Purchaser Company desires, at the expense of PurchaserCompany, except for endorsements obtained at City’s cost. Seller City shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company to remove all liens, including, without limitation, mechanics’ or materialmen’s liens, as exceptions to the Title Policy.