Common use of Title Defects Clause in Contracts

Title Defects. (a) The Purchaser shall conduct its review of the Vendor's title to the Assets with reasonable diligence. Not later than Closing, the Purchaser shall give the Vendor written notice of the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than the Closing Date. (b) Insofar as the Title Defects described in the Purchaser's notice have not been cured to the Purchaser's reasonable satisfaction, the Purchaser may elect, at or before the Closing Date by written notice to the Vendor, to do one of the following: (i) delay the Closing Date to such later date as is agreed by the Parties, so as to provide the Vendor with additional time to cure the remaining Title Defects; (ii) waive such uncured Title Defects and proceed with Closing; or (iii) terminate this Agreement, if the value of the Assets has been reduced by more than ten (10%) percent of the Purchase Price as a result the Title Defects. Termination of this Agreement shall be the Purchaser's sole remedy for any Title Defect referred to in Purchaser's notice of Title Defects issued pursuant to Subclause A. Any dispute with respect to the reduction in the value of the Assets as a result of the Title Defect shall be resolved by arbitration by a single arbitrator pursuant to the Arbitration Act (Alberta). The decision of the arbitrator shall be final and binding upon the Parties, and if the decision of the arbitrator is in favour of the Vendor, Closing shall, subject to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is rendered.

Title Defects. Buyer shall notify Seller in writing of Title Defects (“Title Defect Notice(s)”) no later than 5:00 p.m. Central Time on the seventh (7th) Business Day prior to the Closing Date (the “Title Claim Date”). The Title Defect Notice shall state with reasonable specificity: (i) the Asset affected; (ii) the particular Title Defect claimed; (iii) Buyer’s good faith estimate of the amount the Title Defect reduces the Allocated Value of the affected Asset (such amount being the “Defect Value”); and (iv) appropriate documentation, if any, substantiating Buyer’s claim. Without limiting Section 3.08 or the Instruments of Conveyance, Buyer shall conclusively be deemed to have waived any Title Defects not asserted by a Title Defect Notice no later than 5:00 p.m. Central Time on the Title Claim Date. For all Title Defects asserted in Title Defect Notices, Seller shall have the option of (a) The Purchaser shall conduct its review curing the Title Defect, (b) contesting the Title Defect or Buyer’s good faith estimate of the Vendor's title Defect Value, (c) adjusting the Purchase Price downward by Buyer’s good faith estimate of the Defect Value, subject to the Assets with reasonable diligencelimitations set forth below, or (d) excluding the affected Asset and reducing the Purchase Price by the Allocated Value thereof. Not later Seller shall notify Buyer in writing of its election no more than Closingfour (4) Business Days following its receipt of a Title Defect Notice, and Seller's failure to make an election shall be deemed an election under clause (c) of the preceding sentence. The Defect Value shall be determined pursuant to the following guidelines, where applicable: (a) if the Title Defect is that the actual Net Revenue Interest attributable to any Well (or the specified zone(s) therein) is less than that stated in Exhibit A, then the Defect Value is the product of the Allocated Value of such Asset, multiplied by a fraction, the Purchaser shall give numerator of which is the Vendor written notice of difference between the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects Net Revenue Interest set forth in reasonable detail, the Assets directly affected thereby Exhibit A and the Purchaser's requirements for actual Net Revenue Interest, and the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than denominator of which is the Closing Date.Net Revenue Interest stated in Exhibit A; (b) Insofar as if the Title Defects described Defect results from Seller having a greater Working Interest in a Well (or the specified zone(s) therein) than the Working Interest specified therefor in Exhibit A, without a corresponding increase in the Purchaser's notice have not been cured Net Revenue Interest, the Defect Value shall be equal to the Purchaser's reasonable satisfaction, the Purchaser may elect, present value (discounted at or before the Closing Date by written notice to the Vendor, to do one 10% compounded annually) of the following: (i) delay increase in the Closing Date costs and expenses forecasted in the Reserve Report with respect to such later date as Well (or the specified zone(s) therein) for the period from and after the Effective Time which is agreed by the Parties, so as attributable to provide the Vendor with additional time to cure the remaining Title Defectssuch increase in Seller’s Working Interest; (iic) waive if the Title Defect results from the existence of a lien, security interest, pledge or collateral assignment, the Defect Value shall be an amount sufficient to fully discharge such uncured Title Defects and proceed with Closing; orlien, security interest, pledge or collateral assignment; (iiid) terminate this Agreementif the Title Defect results from any matter not described in paragraphs (a), if (b) or (c) above, the Defect Value shall be an amount equal to the difference between the value of the Assets has been reduced by more than ten Well(s) (10%or the specified zone(s) percent of the Purchase Price as a result the Title Defects. Termination of this Agreement shall be the Purchaser's sole remedy for any therein) or other Asset with such Title Defect referred to in Purchaser's notice of Title Defects issued pursuant to Subclause A. Any dispute with respect to the reduction in and the value of the Assets as a result Well(s) (or the specified zone(s) therein) or other Asset without such Title Defect (taking into account the Allocated Value of the affected Asset); (e) if a Title Defect is not effective or does not affect a Well (or the specified zone(s) therein) or other Asset throughout the entire productive life of such Well (or the specified zone(s) therein) or other Asset, such fact shall be resolved by arbitration by a single arbitrator pursuant to taken into account in determining the Arbitration Act (Alberta)Defect Value. The decision In no event, however, shall the total of the arbitrator shall be final and binding upon Defect Values related to a particular Asset exceed the Parties, and if the decision Allocated Value of the arbitrator is in favour of the Vendor, Closing shall, subject to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is renderedsuch Asset.

Title Defects. (a) The Purchaser If on the Closing Date the Sellers shall conduct its review of the Vendor's be unable to cause title to the Assets with reasonable diligence. Not later Property to be free and clear of all exceptions to title other than ClosingPermitted Encumbrances, then the Purchaser Sellers shall give be entitled, but shall not be obligated, to adjourn the Vendor written notice of Closing for one or more periods not to exceed ninety (90) days in the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's requirements aggregate for the rectification or curing thereofpurpose of causing title to be placed in the condition called for by this Agreement. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than If on the Closing Date. (b) Insofar , as the Title Defects described in the Purchaser's notice have not been cured same may be adjourned as above provided, title to the Purchaser's reasonable satisfactionProperty is not free and clear of all exceptions to title other than Permitted Encumbrances, the Purchaser may elect, at or before the Closing Date terminate this Agreement by written notice to the VendorSellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further force or effect, and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to do one of remove from title to the following: Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (i) delay and at or prior to the Closing Date to such later date as is agreed shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the Parties, so as payment of a sum of money and which arise solely on account of actions or failures to provide the Vendor with additional time to cure the remaining Title Defects; (ii) waive such uncured Title Defects and proceed with Closing; or (iii) terminate this Agreement, if the value of the Assets has been reduced act by more than ten (10%) percent Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as a result aforesaid, the Title Defects. Termination Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement). In no event shall the Sellers or Owner be obligated to discharge any mechanic's or similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of this Section 14.2, the Sellers shall be deemed to have cured or removed any title exception if the PurchaserTitle Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's sole remedy policy of title insurance for the Property (at standard rates or with the Sellers paying any Title Defect referred to additional premium in Purchaser's notice connection with such exception) dated as of Title Defects issued pursuant to Subclause A. Any dispute the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to the reduction in the value of the Assets as a result of the Title Defect shall be resolved by arbitration by a single arbitrator pursuant to the Arbitration Act (Alberta). The decision of the arbitrator shall be final and binding upon the Parties, and if the decision of the arbitrator is in favour of the Vendor, Closing shall, subject to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is renderedPurchaser.

Title Defects. (a) The In the event Purchaser discovers a Title Defect that it intends to assert hereunder, Purchaser shall conduct its review notify Seller in good faith of the Vendor's title to the Assets with reasonable diligence. Not later than Closingsuch Title Defect as soon after such Title Defect is discovered as is reasonably practicable, the Purchaser shall give the Vendor written notice of and in any event, on or before the Title Defects which the Purchaser does not waiveDefect Notice Date. Such Each such notice shall specify set forth Purchaser’s basis for the assertion of such Title Defects in reasonable detailDefect (including supporting documentation and calculations therefor), the Assets directly affected thereby and the Purchaser's requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts ’s requirement(s) to cure such Title Defects Defect and Purchaser’s proposed Title Defect Value thereof (each such notice, a “Title Defect Notice”). Anything herein to the contrary notwithstanding: (a) Purchaser may not later than assert any Title Defect after the Closing Title Defect Notice Date.; (b) Insofar as the this Article V sets forth Purchaser’s sole remedy for Title Defects described (including any breach of a representation and warranty set forth in Article III that would also constitute a Title Defect), other than (without duplication of recovery) Seller’s limited warranty as to title contained in the Purchaser's notice have not been cured to the Purchaser's reasonable satisfaction, the Purchaser may elect, at or before the Closing Date by written notice to the Vendor, to do one of the following: (i) delay the Closing Date to such later date as is agreed by the Parties, so as to provide the Vendor with additional time to cure the remaining Title DefectsARP Assignment and AGP Assignment; (iic) waive Purchaser may only assert a Title Defect pursuant to a timely Title Defect Notice; (d) an individual Title Defect shall not qualify as such uncured unless the Title Defect Value thereof exceeds the Individual Deductible Amount (any individual Title Defect with a Title Defect Value exceeding the Individual Deductible Amount being referred to herein as a “Qualified Title Defect” and the amount by which the Title Defect Value of a Qualified Title Defect exceeds the Individual Deductible Amount being referred to herein as the “Qualified Title Defect Value”); (e) the Purchase Price will only be adjusted for one or more Qualified Title Defects and proceed with Closing; or (iii) terminate this Agreement, if Qualified Environmental Defects to the value extent that the cumulative amount of the Assets has been reduced by more than ten (10%) percent of the Purchase Price as a result the Title Defects. Termination of this Agreement shall be the Purchaser's sole remedy for any Qualified Title Defect referred to in Purchaser's notice of Title Defects issued pursuant to Subclause A. Any dispute with respect to Values and Qualified Environmental Defect Values thereof exceeds the reduction in the value of the Assets as a result of the Title Defect shall be resolved by arbitration by a single arbitrator pursuant to the Arbitration Act (Alberta). The decision of the arbitrator shall be final and binding upon the Parties, and if the decision of the arbitrator is in favour of the Vendor, Closing shall, subject to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is renderedAggregate Deductible Amount.

Title Defects. (a) The Purchaser shall conduct its review Following the execution date of this Agreement until 5:00 p.m. Central Time on the expiration date of the Vendor's title to the Assets with reasonable diligence. Not later than Closing, the Purchaser shall give the Vendor written notice of the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than the Closing Date. (b) Insofar as the Title Defects described in the Purchaser's notice have not been cured to the Purchaser's reasonable satisfaction, the Purchaser may elect, at or before the Closing Date by written notice to the Vendor, to do one of the followingExamination Period: (i) delay If Buyer discovers any Title Defect affecting any Asset, Buyer shall notify Seller as promptly as possible, but no later than the Closing Date to expiration of the Examination Period of such later alleged Title Defect, except as otherwise expressly set forth herein. To be effective, such notice must (A) be in writing, (B) be received by Seller by 5:00 p.m. Central Time on the expiration date of the Examination Period, (C) describe the Title Defect in sufficient, specific detail (including any alleged variance in the Net Revenue Interest), (D) identify the specific Asset or Assets affected by such Title Defect, and (E) include the value of such Title Defect as is agreed determined by the Parties, so as to provide the Vendor with additional time to cure the remaining Buyer. Any matters that may otherwise constitute Title Defects;, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes of this Article XII but not for purposes of the special warranty of title provided for in the Assignments. (ii) waive Upon the receipt of such uncured effective notice from Buyer, Seller may (A) attempt to cure such Title Defects Defect at any time prior to the Closing or (B) exclude the affected Asset from the sale and proceed with Closing; orreduce the Purchase Price by the Allocated Value of such affected Asset. (iii) terminate this Agreement, if The value attributable to each Title Defect (the value of the Assets has been reduced “Title Defect Value”) that is asserted by more than ten (10%) percent of the Purchase Price as a result Buyer in the Title Defects. Termination of this Agreement Defect notices shall be determined based upon the Purchaser's sole remedy for any criteria set forth below: (A) If the Title Defect referred is a lien or encumbrance upon any Asset, the Title Defect Value is the amount necessary to be paid to remove the lien or encumbrance from the affected Asset. (B) If the Title Defect asserted is that the Net Revenue Interest attributable to any Asset is less than that stated in Purchaser's notice of Exhibit B or the Working Interest attributable to any Asset is greater than that stated in Exhibit B, then the Title Defects issued pursuant to Subclause A. Any dispute with respect to Defect Value shall take into account the reduction relative change in the value of interest from Exhibit B and the Assets as appropriate Allocated Value attributed to such Asset. (C) If the Title Defect represents an obligation, encumbrance, burden or charge upon the affected Asset (including any increase in Working Interest for which there is not a result proportionate increase in Net Revenue Interest) for which the economic detriment to Buyer is unliquidated, the amount of the Title Defect Value shall be resolved determined by arbitration taking into account the Allocated Value of the affected Asset, the portion of the Asset affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected Asset, and the Title Defect Values placed upon the Title Defect by Buyer and Seller. (D) If a single arbitrator pursuant Title Defect is not in effect or does not adversely affect an Asset throughout the entire productive life of such Asset, such fact shall be taken into account in determining the Title Defect Value. (E) The Title Defect Value of a Title Defect shall be determined without duplication of any costs or losses included in another Title Defect Value hereunder. (F) Such other factors as are reasonably necessary to make a proper evaluation. (G) Notwithstanding anything herein to the Arbitration Act (Alberta). The decision contrary, in no event shall a Title Defect Value exceed the Allocated Value of the arbitrator shall be final and binding upon the Parties, and if the decision of the arbitrator is in favour of the Vendor, Closing shall, subject to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is renderedAsset affected thereby.

Title Defects. (a) A. The Purchaser shall conduct its review of the Vendor's title to the Assets with reasonable diligence. Not later than Closingten (10) business days prior to the Closing Date, the Purchaser shall give the Vendor written notice of the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than on or before the Closing Date. (b) B. Insofar as the Title Defects described in the Purchaser's notice (the "Affected Interests") have not been cured to the Purchaser's reasonable satisfaction, but subject at all times to Clause 10.04 with respect to prior third party rights, the Purchaser may elect, at or before the Closing Date by written notice to the Vendor, to do one of the following: (ia) delay where the Closing Date to such later date as is agreed cumulative amount by the Parties, so as to provide the Vendor with additional time to cure the remaining Title Defects; (ii) waive such uncured Title Defects and proceed with Closing; or (iii) terminate this Agreement, if which the value of the Assets has been reduced by more is, in Purchaser's opinion, acting reasonably, less than ten Four Hundred and Seventy-Five Thousand (10%$475,000.00) percent Dollars, Purchaser shall complete the purchase of Vendor's interest in and to the Assets without any adjustment of the Purchase Price as a result Price. (b) where the Title Defects. Termination of this Agreement shall be the Purchaser's sole remedy for any Title Defect referred to in Purchaser's notice of Title Defects issued pursuant to Subclause A. Any dispute with respect to the reduction in cumulative amount by which the value of the Assets as has been reduced is, in Purchaser's opinion, acting reasonably, equal to or greater than Four Hundred and Seventy-Five Thousand ($475,000.00) Dollars, the following options shall arise: (i) the Parties may delay Closing to a result mutually agreeable time and date during which time Vendor shall make further attempts to cure or remove the uncured Title Defects. In the event that said Title Defects have not been cured prior to December 1, 1997, the elections set out in this Paragraph 8.02B(b) shall once again be made; or (ii) Purchaser may waive the uncured Title Defects, in which case all of Vendor's interest in and to the Assets shall be purchased by Purchaser without an adjustment to the Purchase Price; or (iii) Purchaser shall purchase Vendor's interest in and to the Assets in which case the Purchase Price shall be adjusted by an amount equal to that number arrived at by subtracting $475,000.00 from the value attributed to the Affected Interest by the Parties, or any arbitrator, such that only positive values resulting from this calculation are to be adjusted. Provided that in reaching the mutually agreed upon value, the Parties, or any arbitrator appointed hereunder, shall take into account the probability of the Title Defect shall be resolved by arbitration by a single arbitrator pursuant actually materializing having regard to the Arbitration Act particular circumstances. (Alberta). The decision c) where the cumulative amount by which the value of the arbitrator shall be final and binding upon the PartiesAssets has been reduced, and if the decision in Purchaser's opinion, acting reasonably, by Twenty (20%) Percent or more of the arbitrator is Purchase Price then, in favour of addition to the Vendorelections set out in Clause 8.02B(b), Closing shall, subject either Vendor or Purchaser may terminate this Agreement upon written notice to the other provisions of Party, in which case Vendor shall forthwith return the AgreementDeposit and accrued interest to Purchaser and the Parties shall have no further obligation to each other hereunder, occur on the third business day after the decision of the arbitrator is renderedand shall have no right to claim further damages or other remedies.

Title Defects. (a) The Purchaser shall conduct its review of the Vendor's ’s title to the Assets with reasonable diligence. Not later than Closing, the Purchaser shall give the Vendor written notice of the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's ’s requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than the Closing Date. (b) Insofar as the Title Defects described in the Purchaser's ’s notice have not been cured to the Purchaser's ’s reasonable satisfaction, the Purchaser may elect, at or before the Closing Date by written notice to the Vendor, to do one of the following: (i) delay the Closing Date to such later date as is agreed by the Parties, so as to provide the Vendor with additional time to cure the remaining Title Defects; (iii) waive such uncured Title Defects and proceed with Closing; or (iiiii) terminate this Agreement, if the value of the Assets has been reduced by more than ten (10%) percent of the Purchase Price as a result the Title Defects. Termination of this Agreement shall be the Purchaser's ’s sole remedy for any Title Defect referred to in Purchaser's ’s notice of Title Defects issued pursuant to Subclause A. Any dispute with respect to the reduction in the value of the Assets as a result of the Title Defect shall be resolved by arbitration by a single arbitrator pursuant to the Arbitration Act (Alberta). The decision of the arbitrator shall be final and binding upon the Parties, and if the decision of the arbitrator is in favour of the Vendor, Closing shall, subject to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is rendered.

Title Defects. (a) The Purchaser shall conduct its review of the Vendor's title to the Assets with reasonable diligence. Not later than Closingfive (5) Business Days prior to the Closing Date, the Purchaser shall give the Vendor Vendors written notice of the any Material Title Defects which that the Purchaser does not waive; provided that if such notice is not received at any time at or before 4:00 p.m., Calgary time on such day, the title of the Vendors in and to the WCBU Assets for which access to files was requested by Purchaser and provided by Vendors shall be deemed to be acceptable to the Purchaser for purposes of this Agreement. The Purchaser further agrees that notice of all Material Title Defects shall be provided in writing to the Vendors at the earliest time at which they are discovered. Such notice shall specify such Material Title Defects in reasonable detail, the WCBU Assets directly affected thereby thereby, the bona fide value (in US Dollars) allocated by the Purchaser, acting reasonably, to the affected WCBU Assets and the bona fide amount (in US Dollars), in the Purchaser’s opinion, acting reasonably, by which the value of each affected Asset has been reduced by such Material Title Defect and taking into account the likelihood that such Material Title Defect will manifest itself (the “Title Defect Value”), reasonable detail as to how such Title Defect Value was calculated and the Purchaser's ’s requirements for the rectification or curing thereof. The Vendor . (b) Subject to Clauses 8.4(a) and 8.6, where the aggregate amount of the Title Defect Value of the Material Title Defects described in Purchaser’s notice is: (i) less than or equal to the Threshold Amount, the Purchaser shall thereupon diligently make waive all such Material Title Defects and the Parties shall proceed with Closing without an adjustment to the Purchase Price on account of such Material Title Defects; (ii) greater than the Threshold Amount but less than twenty-five percent (25%) of the Base Purchase Price (calculated in US Dollars prior to adjustments and converted into Canadian Dollars in accordance with Clause 1.2(m)), the Purchaser may elect by written notice to the Vendors not later than two (2) Business Days before the Closing Date to either: (A) permanently waive the Material Title Defects described in Purchaser’s notice and proceed with Closing without an adjustment to the Purchase Price; or (B) not waive the Material Title Defects described in Purchaser’s notice, in which case the Vendors shall use commercially reasonable efforts to cure such Material Title Defects by not later than forty-five (45) days after the Closing Date. (b) Insofar as Date provided that the Vendors may, but shall not be required to, make any payment or expend any monies to cure such Material Title Defects. If the Title Defect Value of the Material Title Defects described in the Purchaser's ’s notice which have not been cured to the Purchaser's ’s reasonable satisfactionsatisfaction on or prior to the Closing Date (the “Uncured Title Defects”): (1) is less than or equal to the Threshold Amount, the Purchaser shall waive all such Uncured Title Defects and the Parties shall proceed with Closing without an adjustment to the Purchase Price on account of such Uncured Title Defects; or (2) continues to exceed the Threshold Amount but are less than twenty-five percent (25%) of the Base Purchase Price (calculated in US Dollars prior to adjustments and converted into Canadian Dollars in accordance with Clause 1.2(m)), the Parties shall proceed with Closing with the Purchase Price reduced, subject to Clause 15.2(b)(i), 15.2(c) and 12.5(d)(iii) on a dollar for dollar basis, by the amount of the aggregate Title Defect Value of all Uncured Title Defects up to twenty-five percent (25%) of the Base Purchase Price, (calculated in US Dollars prior to adjustments and converted into Canadian Dollars in accordance with Clause 1.2(m)), whereupon such adjustments shall be Purchaser’s sole and absolute remedy under this Agreement in respect of such Uncured Title Defects, all Uncured Title Defects shall be deemed to have been cured for all purposes of this Agreement, and the Parties shall proceed with Closing with the Purchase Price adjusted accordingly, provided that if Vendors cure all or any portion of the Uncured Title Defects for which the Purchase Price was adjusted, within such forty-five (45) day period after the Closing Date, Vendors shall be entitled to recover the portion of the Purchase Price reduced by the Uncured Title Defect at Closing that is then cured, subject to Clause 15.2(b)(i) and 15.2(c); or (iii) greater than twenty-five percent (25%) of the Base Purchase Price (calculated in US Dollars prior to adjustments and converted into Canadian Dollars in accordance with Clause 1.2(m)), (either before or after Vendors efforts to cure such Material Title Defects), then either Party may elect, at or before the Closing Date by written notice to the VendorDate, to do one of the following: (i) delay the Closing Date to such later date as is agreed by the Parties, so as to provide the Vendor with additional time to cure the remaining Title Defects; (ii) waive such uncured Title Defects and proceed with Closing; or (iii) terminate this AgreementAgreement in its entirety, if in which case the value of the Assets has been reduced by more than ten (10%) percent of the Purchase Price as a result the Title Defects. Termination of Parties shall be released and discharged from all further obligations arising under this Agreement shall be the Purchaser's sole remedy for any Title Defect referred to in Purchaser's notice of Title Defects issued pursuant to Subclause A. Any dispute except with respect to rights and obligations arising pursuant to Clauses 3.2, 8.3 and 18.1. (c) Failure by either Party to make an election in respect of Clause 8.4(b)(ii) or Clause 8.4(b)(iii) at or before the reduction time specified therein shall be deemed to be an election by the Purchaser to complete the Transaction without an adjustment to the Base Purchase Price on account of such Uncured Title Defects, and in such case Purchaser agrees to have permanently waived all Uncured Title Defects for purposes of this Agreement. (d) If the value Parties do not agree, for purposes of Clause 8.4(b), on the Assets as existence of a result of Material Title Defect or the Title Defect shall Value of an Uncured Title Defect, or whether the efforts of the Vendors to cure such Uncured Title Defect are effective, such dispute may be resolved by arbitration by a single arbitrator pursuant to the Arbitration Act (Albertain accordance with Clause 15.2(b)(i). The decision No such dispute shall result in a delay of the arbitrator shall be final Closing Date, unless the aggregate Title Defect Values asserted by the Purchaser, together with the aggregate of all Environmental Defect Values and binding upon Losses and Liabilities represented by all Material Undisclosed Claims asserted by the PartiesPurchaser, and if the decision collectively, exceed twenty-five percent (25%) of the arbitrator is in favour of the Vendor, Closing shall, subject to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is renderedBase Purchase Price.

Title Defects. As soon as reasonably practicable (a) The Purchaser shall conduct its review of the Vendor's title to the Assets with reasonable diligence. Not and on an ongoing basis), but no later than Closing5:00 p.m. MDT on Wednesday, August 24, 2005 (the Purchaser shall give the Vendor written notice of the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than the Closing Date. (b) Insofar as the Title Defects described in the Purchaser's notice have not been cured to the Purchaser's reasonable satisfaction“Objection Deadline”), the Purchaser may electnotify the Sellers in writing of Title Defects affecting assets of the Company, at its Subsidiaries or before Four Star. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation (including any available supporting documentation) of each Title Defect claimed, the Closing Date by written notice assets affected, and the value that the Purchaser in good faith attributes to the VendorTitle Defect, which shall not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to do one of the following: (i) delay the Closing Date attempt to such later date as is agreed by the Parties, so as agree on resolution with respect to provide the Vendor with additional time to cure the remaining Title Defects; (ii) waive such uncured Title Defects and proceed with Closing; or (iii) terminate this Agreement, if the value of the Assets has been reduced by more than ten (10%) percent of the Purchase Price as a result the Title Defects. Termination of this Agreement The Sellers shall be have the Purchaser's right, but not the obligation, to attempt, at their sole remedy for cost, to cure or remove any Title Defect referred Defects. The Sellers’ election to in Purchaser's notice of Title Defects issued pursuant attempt to Subclause A. Any dispute with respect to the reduction in the value of the Assets as cure a result of the Title Defect shall be resolved by arbitration by not constitute a single arbitrator pursuant waiver of Sellers’ right to dispute the Arbitration Act (Alberta)existence, nature or value of, or cost to cure, the Title Defect. The decision of In the arbitrator shall be final and binding upon event that any Title Defect(s) as to which the PartiesPurchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, and if the decision of the arbitrator is in favour of the Vendor, Closing shallthen, subject to the other provisions of this Section 3, the AgreementAggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, occur on determined as follows: (1) where the third business day after Sellers agree in writing with the decision value of the arbitrator Title Defect as set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if the Title Defect is rendereda lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the Company, its Subsidiaries or, in the case of Four Star, the percentage equity interest of MBOW Four Star Corporation in Four Star multipled by Four Star’s interest, as applicable, in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit “C”, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit “C” (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such descrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in each case net to the interest, as represented on Exhibit “C”, of the Company, its Subsidiaries or, in the case of Four Star, the percentage equity interest of MBOW Four Star Corporation in Four Star multipled by Four Star’s interest, as applicable, in the affected property.

Title Defects. (a) The Purchaser shall conduct Buyer has ordered, at its review of the Vendor's title to the Assets with reasonable diligence. Not later than Closingsole cost and expense, the Purchaser shall give the Vendor written notice of the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than the Closing Date. (b) Insofar as the Title Defects described Commitment in the Purchaser's notice have not been cured to the Purchaser's reasonable satisfaction, the Purchaser may elect, at or before the Closing Date by written notice to the Vendor, to do one of the following: (i) delay the Closing Date to such later date as is agreed by the Parties, so as to provide the Vendor with additional time to cure the remaining Title Defects; (ii) waive such uncured Title Defects and proceed with Closing; or (iii) terminate this Agreement, if the value of the Assets has been reduced by more than ten (10%) percent amount of the Purchase Price as a result from the Title Defects. Termination of this Agreement shall be the Purchaser's sole remedy for any Title Defect referred to in Purchaser's notice of Title Defects issued pursuant to Subclause A. Any dispute Company with respect to the reduction Premises. Buyer shall be deemed to have waived its right to object to any encumbrance or other title exception or matter reflected in the value Title Commitment and any matter reflected on the Survey Plan unless Buyer shall have given Seller a specific written notice of its objection to any such matter that is not a Permitted Encumbrance (a “Title Notice”) within five (5) days of Buyer’s receipt of the Assets as a result last to be received of the Title Defect Commitment and the Survey Plan. Buyer hereby provides a Title Notice with respect to any encumbrance or other title exception (or condition to the issuance of the Title Policy to the extent that such condition is under Seller’s control or responsibility under this Agreement) shown on the Title Commitment (except the Permitted Encumbrances). Buyer shall be resolved by arbitration by deemed to have waived its right to object to any encumbrance or other title exception reflected on any update of the Title Commitment unless Buyer shall have given a single arbitrator pursuant Title Notice to Seller prior to the Arbitration Act earlier to occur of (Albertax) the expiration of five (5) days after the receipt by Buyer of such update to the Title Commitment or (y) the Closing. Seller shall have no obligation to cure any alleged defect, objection or survey matter raised in the Title Notice, except for the monetary liens referred to in subparagraph (e) of this Paragraph 4 that are to be paid by Seller at or before Closing. Upon Buyer’s failure to timely object, any encumbrance or other title exception or matter reflected on the Title Commitment or Survey Plan, and any update thereof, shall thereafter be deemed a Permitted Encumbrance. Seller shall have the right, at its sole option, upon written notice to Buyer within ten (10) days of receipt of Buyer’s Title Notice, to (A) defer the Closing for a period not exceeding sixty (60) days after the Closing Date (but in no event, including an extension under this clause (A), shall Closing be extended beyond May 15, 2005) to give Seller an opportunity, at Seller’s sole option, of attempting to remove any encumbrance or other title exception or matter which is not a Permitted Encumbrance or (B) elect not to do (A), in which event Buyer shall have the election set forth in subparagraph (e) of this Paragraph 4. The decision of the arbitrator Failure by Seller to deliver such notice shall be final and binding upon the Parties, and if the decision of the arbitrator is in favour of the Vendor, Closing shall, subject to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is rendereddeemed an election under subparagraph (B) above.

Title Defects. (a) The Purchaser shall conduct its review of KEL Amalco's or the Vendor's Acquired Entities' title to the Assets with reasonable diligence. Not later than Closing10 Business Days prior to the Closing Date, the Purchaser shall give the Vendor written notice of the Title Defects Defects, which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the Assets directly affected thereby thereby, a good faith estimate of the amount by which the value of the applicable Assets has been reduced by such Title Defects, and the Purchaser's requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than two Business Days prior to the Closing Date. (b) Insofar as the Title Defects described in the Purchaser's notice have not been cured to the Purchaser's reasonable satisfaction, the Purchaser may electacting reasonably, at on or before the Closing Date by written notice at least two Business Days prior to the Vendor, to do one of the followingClosing Date: (i) where the aggregate amount of the estimated reduction in the value of the Assets as a direct result of any uncured title defects described in Purchaser's notice is or less, Purchaser shall be deemed to have waived such uncured Title Defects and the Parties shall proceed with Closing without an adjustment to the Purchase Price on account of such uncured Title Defects; (ii) where the aggregate amount of the estimated reduction in the value of the Assets as a direct result of any uncured title defects described in Purchaser's notice is greater than but less than , Purchaser shall elect, on the last Business Day prior to the Closing Date, by notice to Vendor: (A) to waive such uncured Title Defects, in which case the Parties shall proceed with Closing without an adjustment to the Purchase Price on account of such uncured Title Defects; (B) to delay the Closing Date to such later date as is agreed by the Parties, Parties so as to provide the Vendor with additional time to cure the remaining uncured Title Defects; (ii) waive such uncured Title Defects and proceed with Closing; or (iiiC) terminate this Agreement, if the value of the Assets has been reduced by more than ten (10%) percent of to proceed with Closing as otherwise contemplated herein in which case Purchaser shall be entitled to an equitable adjustment to the Purchase Price as a result to compensate it for the Title Defects. Termination of this Agreement shall be aggregate amount by which the Purchaser's sole remedy for any Title Defect referred to in Purchaser's notice of Title Defects issued pursuant to Subclause A. Any dispute with respect to the estimated reduction in the value of the Assets as a direct result of such uncured Title Defects is greater than but less than . If the Title Defect shall Parties cannot agree on the amount of such equitable Purchase Price adjustment within 45 days following Closing, then either Party may require that the matter be resolved by arbitration as provided in Clause 14.5(c). If any of the applicable uncured Title Defects are cured by a single arbitrator or on behalf of Vendor after Closing then such Title Defects and the estimated value by which the value of the applicable Assets would be reduced thereby shall be excluded in reaching such equitable Purchase Price adjustment. The failure of Purchaser to make such election between sub-paragraphs (A), (B) and (C) of this Clause 8.2(b)(ii) at or before the Closing Date shall be deemed to be an election pursuant to the Arbitration Act sub-paragraph (AlbertaA). The decision If Purchaser has elected pursuant to sub-paragraph (B) and Vendor has agreed to delay the Closing Date, then the procedures set forth in this Clause 8.2(b) shall be repeated mutatis mutandis at such agreed later Closing Date; and (iii) where the aggregate amount of the arbitrator estimated reduction in the value of the Assets as a direct result of any uncured title defects described in Purchaser's notice is greater than : Purchaser may elect, not later than the last Business Day prior to the Closing Date by notice to Vendor: (A) to waive such uncured Title Defects, in which case the Parties shall proceed with Closing (unless Vendor makes an election to terminate as provided hereafter) without an adjustment to the Purchase Price on account of such uncured Title Defects; or (B) to terminate this Agreement in its entirety; and Vendor may elect, not later than the last Business Day prior to the Closing Date by notice to Purchaser to terminate this Agreement in its entirety. The failure of Purchaser to make such election between sub-paragraphs (A) and (B) of this Clause 8.2(b)(iii) at or before the Closing Date shall be final and binding upon the Parties, and if the decision of the arbitrator is in favour of the Vendor, Closing shall, subject deemed to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is renderedbe an election pursuant to sub-paragraph (A).

Title Defects. Purchaser shall notify Seller in writing forty-five (45) days prior to the date set for closing of title of the existence of encumbrances and defects in title not excepted in this Agreement such that Seller is unable to convey good and marketable and insurable title, and Seller shall have a further period of thirty (30) days following receipt of such notice from Purchaser within which, at Seller's expense, to remove said encumbrances and/or to cure the defects. If, at the end of said period, Seller is still unable to convey good and marketable title to the Premises free and clear of all encumbrances, liens or exceptions to title except as aforesaid, then Purchaser: (a) The Purchaser shall conduct its review May elect to accept such title as Seller can convey, upon the payment of the Vendor's title to the Assets with reasonable diligence. Not later than Closing, the Purchaser shall give the Vendor written notice of the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than the Closing Date.aforesaid purchase price; or (b) Insofar as the Title Defects described in the Purchaser's notice have not been cured to the Purchaser's reasonable satisfaction, the Purchaser may elect, at or before the Closing Date by written notice to the Vendor, to do one of the following: (i) delay the Closing Date to such later date as is agreed by the Parties, so as to provide the Vendor with additional time to cure the remaining Title Defects; (ii) waive such uncured Title Defects and proceed with Closing; or (iii) terminate May rescind this Agreement. If Purchaser shall elect to rescind, if the value of the Assets has been reduced by more than ten (10%) percent of the Purchase Price as a result the Title Defects. Termination all sums paid under section 4.2 of this Agreement shall be paid to Purchaser without interest thereon. Upon receipt of such payments by Purchaser, this Agreement shall terminate and become null and void and the Purchaser's sole remedy for any Title Defect referred to in Purchaser's notice parties hereto shall be released and discharged of Title Defects issued pursuant to Subclause A. Any dispute with respect all further claims and obligations each to the reduction other under this Agreement with the exception of obligations which survive termination of this Agreement, including but not limited to indemnification obligations. Nothing herein shall be construed as releasing either party from indemnification obligations which survive termination of this Agreement. It is understood and agreed that the title herein required to be furnished by Sellers shall be marketable and the marketability thereof shall be determined in accordance with the value of the Assets as a result Standards of the Title Defect shall be resolved by arbitration by a single arbitrator pursuant to the Arbitration Act (Alberta). The decision of the arbitrator Connecticut Bar Association in force at the time any title issue is raised. It is also agreed that any and all defects in or encumbrances against the title, which come within the scope of said Title standards, shall be final and binding upon not constitute a valid objection on the Parties, and if the decision part of the arbitrator is in favour of Purchaser if such standards do not so provide; provided, Seller furnishes any affidavits or other instruments which may be required by the Vendor, Closing shall, subject to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is renderedapplicable standards.

Title Defects. I. As soon as reasonably practicable (a) The Purchaser shall conduct its review of the Vendor's title to the Assets with reasonable diligence. Not and on an ongoing basis), but no later than Closing5:00 p.m. Central Time on Monday, October 23, 2006 (the Purchaser shall give the Vendor written notice of the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than the Closing Date. (b) Insofar as the Title Defects described in the Purchaser's notice have not been cured to the Purchaser's reasonable satisfaction“Objection Deadline”), the Purchaser may electnotify the Sellers in writing of Title Defects affecting assets of the Entities or their Subsidiaries. The Purchaser’s notice asserting Title Defects shall include a reasonably detailed description and explanation (including any available supporting documentation) of each Title Defect claimed, at or before the Closing Date by written notice assets affected, and the value that the Purchaser in good faith attributes to the VendorTitle Defect, which shall not exceed the Allocated Value of such property. The Purchaser and the Sellers shall meet periodically to do one of the following: (i) delay the Closing Date attempt to such later date as is agreed by the Parties, so as agree on resolution with respect to provide the Vendor with additional time to cure the remaining Title Defects; (ii) waive such uncured Title Defects and proceed with Closing; or (iii) terminate this Agreement, if the value of the Assets has been reduced by more than ten (10%) percent of the Purchase Price as a result the Title Defects. Termination of this Agreement The Sellers shall be have the Purchaser's right, but not the obligation, to attempt, at their sole remedy for cost, to cure or remove any Title Defect referred Defects. The Sellers’ election to in Purchaser's notice of Title Defects issued pursuant attempt to Subclause A. Any dispute with respect to the reduction in the value of the Assets as cure a result of the Title Defect shall be resolved by arbitration by not constitute a single arbitrator pursuant waiver of Sellers’ right to dispute the Arbitration Act (Alberta)existence, nature or value of, or cost to cure, the Title Defect. The decision of In the arbitrator shall be final and binding upon event that any Title Defect(s) as to which the PartiesPurchaser has given the Sellers timely notice as provided in this Section 3(a) are not remedied or cured prior to Closing, and if the decision of the arbitrator is in favour of the Vendor, Closing shallthen, subject to the other provisions of this Section 3, the AgreementAggregate Purchase Price shall be reduced by the aggregate value of all such uncured Title Defects, occur on determined as follows: (1) where the third business day after Sellers agree in writing with the decision value of the arbitrator Title Defect as set forth in the Purchaser’s notice, that value shall be the value of the Title Defect; (2) if the Title Defect is rendereda lien, encumbrance or other charge upon a property which is undisputed and liquidated in amount, then the value of the Title Defect shall be the lesser of (A) the Allocated Value of such property or (B) the amount necessary to be paid to the obligee to remove the Title Defect from the interest of the affected Entity or its Subsidiary in the affected property; (3) if the Allocated Value for a property is positive and the Title Defect represents a discrepancy between the Net Revenue Interest for such property and the Net Revenue Interest for that property stated on Exhibit D, then the value of such Title Defect shall be the product of the Allocated Value for such property multiplied by a fraction, the numerator of which is the decrease in Net Revenue Interest and the denominator of which is the Net Revenue Interest stated on Exhibit D (it being understood that if such reduction in Net Revenue Interest is not accompanied by a proportionate decrease in the Working Interest then such discrepency shall constitute a separate Title Defect); and (4) if the Title Defect represents an obligation, encumbrance, burden or charge upon or other defect in title to the affected property of a type not described in subsections (1), (2) or (3) above, the value of the Title Defect shall be determined by taking into account the Allocated Value for the property so affected, the portion of the property affected by the Title Defect, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected property, and such other factors as are appropriate to make a proper evaluation, in each case net to the interest, as represented on Exhibit D, of the affected Entity and its Subsidiaries in the affected property.

Title Defects. In the event Buyer has the Title Commitment down-dated in accordance with Section 4(a) above, then Buyer may, within three (a3) The Purchaser shall conduct its review days of Buyer’s receipt of the Vendor's down-dated Title Commitment but in no event later than the day before the Closing Date, object in writing to any condition of title not identified as a Permitted Exception, which, in Buyer’s sole discretion, affects the marketability or insurability of title to the Assets Real Property (hereinafter referred to as a “Title Defect”). If Buyer provides Seller with reasonable diligence. Not later than Closing, the Purchaser shall give the Vendor proper written notice of any objections affecting the title to the Real Property as revealed by the down-dated Title Defects which Commitment, Seller shall then have the Purchaser does right, but not waive. Such notice shall specify the obligation, to cure or satisfy such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than the Closing Date. (b) Insofar as the Title Defects described in the Purchaser's notice have not been cured to the Purchaser's reasonable satisfaction, the Purchaser may elect, Defect at or before the Closing Date Closing; provided, however, that Seller shall not be required to institute any lawsuit or other legal proceedings to cure or satisfy any Title Defect. If the Title Defects are not satisfied by Seller at or before the Closing, then, at the option of Buyer, as evidenced by written notice to the Vendorbe given to Seller and Escrow Agent at or before Closing, to do one of the following: Buyer may, at its option, (i) delay the Closing Date elect to such later date as is agreed by the Parties, so as to provide the Vendor with additional time to cure the remaining Title Defects; (ii) waive such uncured Title Defects and proceed with Closing; or (iii) terminate this Agreement, if in which event Escrow Agent shall return the value Deposit together with all accrued interest forthwith to Buyer and no party shall thereafter have any further rights, duties or obligations hereunder except with regard to indemnifications which shall by their express terms survive the termination of this Agreement; or (ii) elect to close the Assets has been reduced by more than ten (10%) percent purchase transaction contemplated herein subject to such Title Defects, without any reduction of the Purchase Price as a result other than for Title Defects of an ascertainable monetary value that are the Title Defectssole and exclusive obligation of Seller, in an amount not to exceed Five Thousand and 00/100 Dollars US ($5,000.00), cumulatively, without Seller’s prior written consent. Termination of If Buyer fails to notify Seller that Buyer is terminating this Agreement pursuant to this Section 4(b), Buyer shall be the Purchaser's sole remedy for any Title Defect referred deemed to in Purchaser's notice of Title Defects issued pursuant to Subclause A. Any dispute with respect to the reduction have selected option (ii) in the value of the Assets as a result of the Title Defect shall be resolved by arbitration by a single arbitrator pursuant to the Arbitration Act (Alberta). The decision of the arbitrator shall be final and binding upon the Parties, and if the decision of the arbitrator is in favour of the Vendor, Closing shall, subject to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is renderedprevious sentence.

Title Defects. (a) The Purchaser shall conduct its review of the Vendor's ’s title to the Assets with reasonable diligence. Not later than the Closing, the Purchaser shall give the Vendor written notice of the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's ’s requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than the Closing Date. (b) Insofar as the Title Defects described in the Purchaser's ’s notice have not been cured to the Purchaser's ’s reasonable satisfaction, the Purchaser may elect, at or before the Closing Date by written notice to the Vendor, to do one of the following: (i) delay the Closing Date to such later date as is agreed by the Parties, so as to provide the Vendor with additional time to cure the remaining Title Defects; (ii) waive such uncured Title Defects and proceed with Closing; or (iii) terminate this Agreement, if the value of the Assets has been reduced by more than ten (10%) percent of the Purchase Price as a result the Title Defects. Termination of this Agreement shall be the Purchaser's ’s sole remedy for any Title Defect referred to in Purchaser's ’s notice of Title Defects issued pursuant to Subclause A. (a). The Purchaser agrees to accept title to the Assets upon Closing on an as-is where-is basis, subject to any title defects not asserted prior to or upon the Closing. Any dispute with respect to the reduction in the value of the Assets as a result of the Title Defect shall be resolved by arbitration by a single arbitrator pursuant to the Arbitration Act (Alberta). The decision of the arbitrator shall be final and binding upon the Parties, and if the decision of the arbitrator is in favour favor of the Vendor, Closing shall, subject to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is rendered.

Title Defects. If any Title Commitment or Survey discloses any (ai) The mortgages, deeds of trust, financing statements, judgments, mechanic’s liens, materialmen’s liens, tax liens, or similar monetary liens, (ii) material encroachments, or (iii) other title exceptions or defects that materially and adversely affect the future use or operation of a Property as a Sears brand retail store, including, without limitation, the sale of consumables and transactional merchandise (a “Material Title Defect”), Purchaser shall conduct its review use commercially reasonable efforts to notify Seller in writing of such Material Title Defect within ten (10) days after Purchaser’s receipt of a Title Commitment and Survey for a Property, but in no event later than forty five (45) days after the Vendor's title Effective Date (the “Title Review Period”), and Seller shall have ten (10) days from the receipt of Purchaser’s notice (“Seller’s Title Cure Election Period”) to elect whether to have the Material Title Defect removed or cured (or to commit to do the same), to the Assets with reasonable diligencesatisfaction of Purchaser. Not later than ClosingIn the event Seller elects, the within Seller’s Title Cure Election Period, not to remove or cure such Material Title Defect, Purchaser shall give have the Vendor written notice option, within ten (10) days after the expiration of Seller’s Title Cure Election Period, to either (i) waive such Material Title Defect and proceed to Closing for such Property in accordance with this Agreement, or (ii) elect not to acquire such Property and related Transferred Assets, in which event the Property Termination Procedure shall apply. In the event Seller elects, within Seller’s Title Cure Election Period, to remove or cure such Material Title Defect, Seller shall be entitled to a period ending on the later of (1) 30 days after the expiration of Seller’s Title Cure Election Period, or (2) the Closing Date with respect to such Property, to remove or cure such Material Title Defect, upon which removal or cure the parties shall proceed to Closing for such Property in accordance with this Agreement. Any liens, encumbrances, title defects or other title exceptions disclosed in any Title Commitment or Survey and which do not constitute Material Title Defects (and any Material Title Defects which the Purchaser does not waive. Such notice elects to waive pursuant to this Section 6.2), shall specify such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts be referred to cure such Title Defects not later than the Closing Date. (b) Insofar herein as the Title Defects described in “Permitted Exceptions”. Notwithstanding the Purchaser's notice have not been cured foregoing, Seller shall cause to the Purchaser's reasonable satisfaction, the Purchaser may elect, at or before the be removed and discharged of record prior to Closing Date by written notice to the Vendor, to do one of the following: (i) delay any lien encumbering the Closing Date to such later date as is agreed Property and securing money borrowed by the PartiesSeller, so as to provide the Vendor with additional time to cure the remaining Title Defects; and (ii) waive any mechanic’s lien, judgment lien or other lien securing a liquidated sum relating to work performed by or on behalf of Seller or otherwise required to be removed by Seller pursuant to the applicable Lease for such uncured Title Defects Property, provided that Seller shall not be required to remove or discharge at Closing any bona fide mechanic’s liens, judgment liens or other liens (excluding judgment liens relating to non-appealable judgments) encumbering the Property and proceed with Closing; or described in this clause (iiiii) terminate this Agreement, if the value aggregate amount of the Assets has been reduced by more than ten such liens exceeds five percent (105%) percent of the Purchase Price as a result the Title Defects. Termination of this Agreement shall be the Purchaser's sole remedy for any Title Defect referred allocated to in Purchaser's notice of Title Defects issued pursuant to Subclause A. Any dispute with respect to the reduction in the value of the Assets as a result of the Title Defect shall be resolved by arbitration by a single arbitrator pursuant to the Arbitration Act (Alberta). The decision of the arbitrator shall be final and binding upon the Partiessuch Property, and if Seller so elects not to remove and discharge such liens at Closing pursuant to this proviso, then Purchaser shall have the decision same rights (as set forth in the second sentence of this Section 6.2) as if Seller shall have elected not to cure a Material Title Defect, except that if Purchaser elects to waive such Material Title Defect and to proceed to Closing, the arbitrator is in favour of the Vendor, Closing shall, subject Purchase Price allocated to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is renderedsuch Property shall be reduced by five percent (5%).

Title Defects. TITLE DEFENSES: OWNER INTEREST If -- (a1) The Purchaser in the opinion of Sterling’s counsel, Owner’s title is defective or less than as represented in Section 2 or (2) Owner’s title is contested or questioned by any person, entity, or governmental agency -- and if Owner is unable or unwilling to promptly correct the defects or alleged defects in title, Sterling may attempt, with all reasonable dispatch, to perfect, defend, or initiate litigation to protect Owner’s title. In that event, Owner shall conduct execute all documents and shall take such other actions as are reasonably necessary to assist Sterling in its review efforts to perfect, defend, or protect Owner’s title. If title is less than as represented in Section 2, then (and only then) the costs and expenses of perfecting, defending, or correcting title (including, but without being limited to, the Vendor's cost of attorney’s fees and the cost of releasing or satisfying any mortgages, liens, and encumbrances), shall be a credit against payments thereafter to be made to Owner under the provisions of Section 5 and 6 unless the encumbrance or dispute arises from Sterling’s failure to perform obligations hereunder (in which case such costs shall be borne by Sterling). If the rights and title granted hereunder are less than the rights and full undivided title to the Assets with reasonable diligence. Not later than ClosingProperty as represented in Section 2, then (1) all payments to be made to the Purchaser Owner hereunder shall give be reduced to the Vendor written notice of the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than the Closing Date. (b) Insofar same proportion thereof as the Title Defects described in the Purchaser's notice have not been cured undivided rights and title granted hereunder; and (2) Sterling shall be entitled to the Purchaser's reasonable satisfactionoffset, the Purchaser may elect, at or before the Closing Date by written notice against subsequent advance minimum royalties and Net Smelter Return royalties payable to the Vendor, to do one of the following: (i) delay the Closing Date to such later date as is agreed by the Parties, so as to provide the Vendor with additional time to cure the remaining Title Defects; (ii) waive such uncured Title Defects and proceed with Closing; or (iii) terminate Owner under this Agreement, if the value amount of all payments made to Owner in excess of Owner’s proper proportionate share prior to such time as it is determined that Owner owns less than the Assets has been reduced by more than ten (10%) percent of full undivided title to the Purchase Price as a result the Title DefectsProperty. Termination of Nothing herein contained and no notice or action that may be taken under this Section 10 shall limit or detract from Sterling’s right to terminate this Agreement shall be the Purchaser's sole remedy for at any Title Defect referred to in Purchaser's notice of Title Defects issued pursuant to Subclause A. Any dispute with respect to the reduction in the value of the Assets as a result of the Title Defect shall be resolved by arbitration by a single arbitrator pursuant to the Arbitration Act (Alberta). The decision of the arbitrator shall be final and binding upon the Parties, and if the decision of the arbitrator is in favour of the Vendor, Closing shall, subject to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is renderedtime.

Title Defects. (a) The Purchaser shall conduct its review of the Vendor's ’s title to the Assets with reasonable diligence. Not later than Closing, the Purchaser shall give the Vendor written notice of the Title Defects which the Purchaser does not waive. Such notice shall specify such Title Defects in reasonable detail, the Assets directly affected thereby and the Purchaser's ’s requirements for the rectification or curing thereof. The Vendor shall thereupon diligently make reasonable efforts to cure such Title Defects not later than the Closing Date. (b) Insofar as the Title Defects described in the Purchaser's ’s notice have not been cured to the Purchaser's ’s reasonable satisfaction, the Purchaser may elect, at or before the Closing Date by written notice to the Vendor, to do one of the following: (i) delay the Closing Date to such later date as is agreed by the Parties, so as to provide the Vendor with additional time to cure the remaining Title Defects; (ii) waive such uncured Title Defects and proceed with Closing; or (iii) terminate this Agreement, if the value of the Assets has been reduced by more than ten (10%) percent of the Purchase Price as a result the Title Defects. Termination of this Agreement shall be the Purchaser's ’s sole remedy for any Title Defect referred to in Purchaser's ’s notice of Title Defects issued pursuant to Subclause A. Any dispute with respect to the reduction in the value of the Assets as a result of the Title Defect shall be resolved by arbitration by a single arbitrator pursuant to the Arbitration Act (Alberta). The decision of the arbitrator shall be final and binding upon the Parties, and if the decision of the arbitrator is in favour of the Vendor, Closing shall, subject to the other provisions of the Agreement, occur on the third business day after the decision of the arbitrator is rendered.