Title Objection Procedure. Buyer shall have until October 4, 2011 (the “Title Objection Period”) to deliver to Seller written notice of any objection to matters reflected in or disclosed by any Title Commitment or any other matter affecting title to the Combined Real Property (or a survey matter) revealed by any survey, inspection or investigation of the Combined Real Property that is conducted by or on behalf of Buyer prior to the expiration of the Title Objection Period, or, to the extent an access matter is first disclosed to Buyer after the date hereof in an update to Seller's Disclosure Letter provided by Seller in accordance with this Agreement, access to the Combined Real Property, in each case that is not a Permitted Exception pursuant to Sections 1.4(a) through (d) or (g) through (q), which in Buyer's reasonable judgment, would either constitute a title defect or would, individually, adversely affect the use, value, operation or commercial growing or harvesting of timber or seedlings on (each as applicable to the Intended Use) any parcel or portion of the Combined Real Property for its Intended Use (each, a “Title Objection” and collectively, the “Title Objections”). Notwithstanding the foregoing, (i) Buyer shall have no right to object to any Permitted Exception pursuant to this Section 1.6(b) and, for the purposes of this Agreement, such items will not be considered Title Objections and (ii) if any Title Objection does not adversely affect the fair market value of the applicable portion of the Combined Real Property (assuming use for its Intended Use) by more than $25,000 (as compared to the fair market value such parcel would have were such Title Objection to be removed or otherwise cured to the reasonable satisfaction of Buyer) (each, a “Small Title Objection” and collectively, the “Small Title Objections”), Buyer shall have no right to object to such Small Title Objection with respect to such parcel of the Combined Real Property pursuant to this Section 1.6(b) and, for purposes of this Agreement, such items will not be considered Title Objections and will be considered Permitted Exceptions. Upon the receipt of Title Objections from Buyer, Seller may elect (but shall not be obligated) to cure or cause to be cured any such Title Objection, and Seller shall notify Buyer in writing within seven (7) days after receipt of the Title Objections whether Seller elects to cure the same. Failure of Seller to respond in writing within such time period shall be deemed an election by Seller not to cure such Title Objections. Any Title Objection shall be deemed to be cured if (a), in the case of a Title Objection related to a Title Commitment, Seller (without cost to Buyer) causes the Title Company to issue a Title Policy for the affected Combined Real Property not raising such Title Objection as an exception to the Title Policy or (b) in the case of any other Title Objection, Buyer is reasonably satisfied with the cure that Seller has effected. Notwithstanding anything to the contrary herein, (i) Seller shall be obligated to cure, on or before the Closing Date, all Liens against the Combined Real Property evidencing monetary encumbrances (other than Liens for real estate Taxes or assessments not yet due and payable as of the Closing Date, the Louisiana Pacific Mortgages and Liens securing the First Mortgage Loan) (“Monetary Liens”) and all voluntary monetary Liens created after the Effective Time without Buyer's consent that are not Permitted Exceptions, including any that would constitute Small Title Objections but for the provisions of this sentence (“Voluntary Liens”) and (ii) Buyer shall be deemed to have objected to all of the requirements set forth in Schedule B, Section 1 and I of the Title Commitments (other than those specifically applicable to Buyer). If Seller does not receive written notice of the Title Objections for any objection to matters reflected on Schedule B, Section 2 or II of a particular Title Commitment (other than general or standard exceptions) that are identified by a specified recorded book and page or instrument/document number reference on or before the expiration of the Title Objection Period, Buyer shall be deemed to have waived its right to object to any and all such specific matters and Buyer shall be deemed to accept title to the Combined Real Property encompassed within such Title Commitment subject to all such specific matters. Any such Title Objection waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of the Purchase Price. On the earlier of (i) the date specified by Buyer in a written notice to Seller or (ii) the day that is thirty (30) days prior to the end of the MetLife Negotiation Period, at Seller's expense, Seller shall order, and thereafter obtain and deliver to Buyer as promptly as possible, an update of each Title Commitment; provided, however, that Seller shall only be obligated to order and obtain one such update of each Title Commitment. The same title objection procedure set forth in this Section 1.6(b)(i) shall apply to any new matters or exceptions revealed by any update of a Title Commitment, except that Buyer's Title Objection Period shall be ten (10) days after receipt of such update and Seller's response period shall be within three (3) days after its receipt of any Title Objection raised by Buyer relating to such update of a Title Commitment, and, if applicable, the Closing shall be extended for a sufficient period to accommodate such time periods for Buyer's objections and Seller's response.
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Samples: Estoppel Certificate (Rayonier Inc)
Title Objection Procedure. Buyer shall have until October 4, 2011 (the “Title Objection Period”) to deliver to Seller written notice of any objection to matters reflected in or disclosed by any Title Commitment or any other matter affecting title to the Combined Real Property Timberlands (or a survey matter) revealed by any survey, inspection or investigation of the Combined Real Property Timberlands that is conducted by or on behalf of Buyer prior to the expiration of the Title Objection PeriodObjection, or, to the extent an access matter is first disclosed to Buyer after the date hereof in an update to Seller's ’s Disclosure Letter provided by Seller in accordance with this Agreement, access to the Combined Real PropertyTimberlands, in each case that is not a Permitted Exception pursuant to Sections 1.4(a) through (d) or (g) through (qo), which in Buyer's ’s reasonable judgment, would either constitute a title defect or would, individually, adversely affect the use, value, operation or commercial growing or harvesting of timber or seedlings on (each as applicable to the Intended Use) any parcel or portion of the Combined Real Property Timberlands for its Intended Use (each, a “Title Objection” and collectively, the “Title Objections”). Notwithstanding the foregoing, (i) Buyer shall have no right to object to any Permitted Exception pursuant to this Section 1.6(b) and, for the purposes of this Agreement, such items will not be considered Title Objections and (ii) if any Title Objection does not adversely affect the fair market value of the applicable portion of the Combined Real Property Timberlands (assuming use for its Intended Use) by more than $25,000 (as compared to the fair market value such parcel would have were such Title Objection to be removed or otherwise cured to the reasonable satisfaction of Buyer) (each, a “Small Title Objection” and collectively, the “Small Title Objections”), Buyer shall have no right to object to such Small Title Objection with respect to such parcel of the Combined Real Property Timberlands pursuant to this Section 1.6(b) and, for purposes of this Agreement, such items will not be considered Title Objections and will be considered Permitted Exceptions. Upon the receipt of Title Objections from Buyer, Seller may elect (but shall not be obligated) to cure or cause to be cured any such Title Objection, and Seller shall notify Buyer in writing within seven (7) days after receipt of the Title Objections whether Seller elects to cure the same. Failure of Seller to respond in writing within such time period shall be deemed an election by Seller not to cure such Title Objections. Any Title Objection shall be deemed to be cured if (a), in the case of a Title Objection related to a the Title Commitment, Seller (without cost to Buyer) causes the Title Company to issue a Title Policy for the affected Combined Real Property Timberlands not raising such Title Objection as an exception to the Title Policy or (b) in the case of any other Title Objection, Buyer is reasonably satisfied with the cure that Seller has effected. Notwithstanding anything to the contrary herein, (i) Seller shall be obligated to cure, on or before the Closing Date, all Liens against the Combined Real Property Timberlands evidencing monetary encumbrances (other than Liens for real estate Taxes or assessments not yet due and payable as of the Closing Date, the Louisiana Pacific Mortgages Date and Liens securing the First Mortgage Loan) (“Monetary Liens”) and all voluntary monetary Liens created after the Effective Time without Buyer's ’s consent that are not Permitted Exceptions, including any that would constitute Small Title Objections but for the provisions of this sentence (“Voluntary Liens”) and (ii) Buyer shall be deemed to have objected to all of the requirements set forth in Schedule B, Section 1 and I of the Title Commitments Commitment (other than those specifically applicable to Buyer). If Seller does not receive written notice of the Title Objections for any objection to matters reflected on Schedule B, Section 2 or II of a particular the Title Commitment (other than general or standard exceptions) that are identified by a specified recorded book and page or instrument/document number reference on or before the expiration of the Title Objection Period, Buyer shall be deemed to have waived its right to object to any and all such specific matters and Buyer shall be deemed to accept title to the Combined Real Property Timberlands encompassed within such the Title Commitment subject to all such specific matters. Any such Title Objection waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of the Purchase Price. On the earlier of (i) the date specified by Buyer in a written notice to Seller or (ii) the day that is thirty (30) days prior to the end of the MetLife Negotiation Period, at Seller's ’s expense, Seller shall order, and thereafter obtain and deliver to Buyer as promptly as possible, an update of each the Title Commitment; provided, however, that Seller shall only be obligated to order and obtain one such update of each the Title Commitment. The same title objection procedure set forth in this Section 1.6(b)(i) shall apply to any new matters or exceptions revealed by any update of a the Title Commitment, except that Buyer's ’s Title Objection Period shall be ten (10) days after receipt of such update and Seller's ’s response period shall be within three (3) days after its receipt of any Title Objection raised by Buyer relating to such update of a the Title Commitment, and, if applicable, the Closing shall be extended for a sufficient period to accommodate such time periods for Buyer's ’s objections and Seller's ’s response.
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Title Objection Procedure. Buyer Within thirty (30) days following the date of this Agreement, Seller shall use commercially reasonable efforts to cause the Title Company to deliver Completed Title Commitments to Purchaser with respect the Timberlands. Purchaser shall have until October 4the tenth (10th) day after its receipt of any Completed Title Commitment (in each case, 2011 (the “Title Objection Period”) to deliver to Seller written notice of any objection to matters reflected in or disclosed by any such Completed Title Commitment or any other matter affecting title to than the Combined Real Property (or a survey matter) revealed by any survey, inspection or investigation of the Combined Real Property that is conducted by or on behalf of Buyer prior to the expiration of the Title Objection Period, or, to the extent an access matter is first disclosed to Buyer after the date hereof in an update to Seller's Disclosure Letter provided by Seller in accordance with this Agreement, access to the Combined Real Property, in each case that is not a Permitted Exception pursuant to Sections 1.4(a) through (d) or (g) through (q), which in Buyer's reasonable judgment, would either constitute a title defect or would, individually, adversely affect the use, value, operation or commercial growing or harvesting of timber or seedlings on (each as applicable to the Intended Use) any parcel or portion of the Combined Real Property for its Intended Use Exceptions (each, a “Title Objection” and collectively, the “Title Objections”). Notwithstanding the foregoing; provided, (i) Buyer however, for purposes of making Title Objections only, Purchaser shall have no the right to object to any the Permitted Exception pursuant described in Section 1.5(n). A Completed Title Commitment shall be deemed to this Section 1.6(b) and, have been made available to Purchaser when it is posted to the online data repository established and maintained by the Title Company for such purpose and the purposes of this Agreement, such items will not be considered Title Objections and (ii) if any Title Objection does not adversely affect the fair market value of the applicable portion of the Combined Real Property (assuming use for its Intended Use) by more than $25,000 (as compared to the fair market value such parcel would have were such Title Objection to be removed or otherwise cured to the reasonable satisfaction of Buyer) (each, a “Small Title Objection” and collectively, the “Small Title Objections”), Buyer Period shall have no right to object to such Small Title Objection commence with respect to such parcel Completed Title Commitment on the day following the day notice of such posting has been given by Seller or Title Company to Purchaser by email at the email address set forth in Section 12.1 with prompt written notice to follow; provided, however, to the extent a legible copy of any exception document referenced therein is not made available to Purchaser at the time the Completed Title Commitment is made available to Purchaser, Purchaser shall have the right to deliver a Title Objection to Seller with respect to such exception document within ten (10) days following Purchaser’s receipt of such exception document. Upon receipt of the Combined Real Property pursuant to this Section 1.6(b) and, for purposes of this Agreement, such items will not be considered Title Objections and will be considered Permitted Exceptions. Upon the receipt of to a Completed Title Objections from BuyerCommitment, Seller may elect (but shall not be obligated) to cure or cause to be cured any such Title Objection, and Seller shall notify Buyer Purchaser in writing within seven whether Seller elects to cure the same by the first to occur of (7A) the date that is ten (10) days after receipt of the Title Objections whether Seller elects with respect to cure such Completed Title Commitment, or (B) one (1) Business Day before the sameClosing Date. Failure of Seller to respond in writing within such time period shall be deemed an election by Seller not to cure such Title Objections. Any Title Objection shall be deemed to be cured if (a), in the case of a Title Objection related to a Title Commitment, Seller (without cost to Buyer) causes the Title Company to issue a Title Policy for the affected Combined Real Property Timberlands affirmatively insuring over, or not raising such Title Objection as an exception to the Title Policy or (b) in the case of any other Policy, such Title Objection, Buyer is reasonably satisfied with the cure that Seller has effected. Notwithstanding anything to the contrary hereinforegoing, (i) Seller shall be obligated to cure, on or before the Closing Date, all Liens against the Combined Real Property Timberlands evidencing monetary encumbrances (other than Liens for non-delinquent real estate Taxes or assessments not yet due and payable as of the Closing Date, the Louisiana Pacific Mortgages and Liens securing the First Mortgage Loanassessments) (“Monetary Liens”) and all voluntary monetary Liens created after the Effective Time without Buyer's consent that are not Permitted Exceptions, including any that would constitute Small Title Objections but for the provisions of this sentence (“Voluntary Liens”) and (ii) Buyer shall be deemed to have objected to all as a result of the requirements set forth in Schedule B, Section 1 and I acts or omissions of Seller or its Affiliates. Seller shall also be obligated to obtain releases of the Title Commitments Property from all UCC Financing Statements identified on Schedule 1.6(b)(i) attached hereto and any updates thereto (other than those specifically applicable to Buyerthe “Identified UCCs”). If Seller does not receive written notice of the Title Objections for any objection to matters reflected on Schedule B, Section 2 or II of in a particular Completed Title Commitment (other than general or standard exceptions) that are identified by a specified recorded book and page or instrument/document number reference on or before the expiration of the relevant Title Objection Period, Buyer Purchaser shall be deemed to have waived its right to object to any and all matters reflected in such specific matters Completed Title Commitment and Buyer Purchaser shall be deemed to accept title to the Combined Real Property Timberlands encompassed within such Completed Title Commitment subject to all such specific matters. Any such Title Objection waived (or deemed waived) by Buyer Purchaser shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of the Pre-Adjustment Purchase Price. On the earlier of (i) the date specified by Buyer in a written notice to Seller or (ii) the day that is thirty (30) days prior to the end of the MetLife Negotiation Period, at Seller's expense, Seller shall order, and thereafter obtain and deliver to Buyer as promptly as possible, an update of each Title Commitment; provided, however, that Seller shall only be obligated to order and obtain one such update of each Title Commitment. The same title objection procedure set forth in this Section 1.6(b)(i) shall apply to any new matters or exceptions revealed by any update of a Title Commitment, except that Buyer's Title Objection Period shall be ten (10) days after receipt of such update and Seller's response period shall be within three (3) days after its receipt of any Title Objection raised by Buyer relating to such update of a Title Commitment, and, if applicable, the Closing shall be extended for a sufficient period to accommodate such time periods for Buyer's objections and Seller's response.
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Title Objection Procedure. Buyer The Title Company has made available to Purchaser Completed Title Commitments with respect to the Timberlands. Purchaser shall have until October 4, 2011 [****] (the “Title Objection Period”) to deliver to Seller written notice of any objection to matters reflected in or disclosed by any Title Commitment or any other matter affecting title to the Combined Real Property (or a survey matter) revealed by any survey, inspection or investigation of the Combined Real Property that is conducted by or on behalf of Buyer prior to the expiration of the Title Objection Period, or, to the extent an access matter is first disclosed to Buyer after the date hereof in an update to Seller's Disclosure Letter provided by Seller in accordance with this Agreement, access to the Combined Real Propertywhich, in each case that is not a Permitted Exception pursuant to Sections 1.4(a) through (d) or (g) through (q), which in Buyer's Purchaser’s reasonable judgment, (w) would either constitute a title defect or would, individually, materially and adversely affect the use, value, operation enjoyment or value of any parcel of the Timberland for the commercial growing or and harvesting of timber or seedlings on and other forestry purposes, (each x) constitute a Title Failure (as applicable hereinafter defined), (y) any discrepancy of at least [****] acres between the legal description of the Timberlands and GIS data with respect to the Intended UseTimberlands made available in the Data Room by Seller and (z) lack of access to any parcel or portion tract of the Combined Real Property for its Intended Use Timberlands (except as disclosed on Schedule 1.5(m)) (each, a “Title Objection” and collectively, the “Title Objections”). Notwithstanding the foregoing, (i) Buyer Purchaser shall have no right be permitted to object to all Title Failures affecting the Timberlands, including, without limitation, any Permitted Exception pursuant partial ownership interests described in the legal description attached to this Section 1.6(b) and, for the purposes Completed Title Commitments. Upon receipt of this Agreement, such items will not be considered the Title Objections and (ii) if any to a Completed Title Objection does not adversely affect the fair market value of the applicable portion of the Combined Real Property (assuming use for its Intended Use) by more than $25,000 (as compared to the fair market value such parcel would have were such Title Objection to be removed or otherwise cured to the reasonable satisfaction of Buyer) (each, a “Small Title Objection” and collectively, the “Small Title Objections”), Buyer shall have no right to object to such Small Title Objection with respect to such parcel of the Combined Real Property pursuant to this Section 1.6(b) and, for purposes of this Agreement, such items will not be considered Title Objections and will be considered Permitted Exceptions. Upon the receipt of Title Objections from BuyerCommitment, Seller may elect (but shall not be obligated) to cure or cause to be cured any such Title Objection, and Seller shall notify Buyer Purchaser in writing within seven (7) whether Seller elects to cure the same by the date that is [****] days after receipt of the Title Objections whether Seller elects with respect to cure the samesuch Completed Title Commitment. Failure of Seller to respond in writing within such time period shall be deemed an election by Seller not to cure such Title Objections. Seller may cure the Title Objection within [****] days of receipt of the Title Objection (if cured before Closing) or at any time within [****] of Closing if cured post-closing as provided in Section 1.6(a)(iii) below. Any Title Objection shall be deemed to be cured if (a), in the case of a Title Objection related to a Title Commitment, Seller (without cost to Buyer) causes the Title Company Company, at no additional cost to Purchaser, to issue a Title Policy for the affected Combined Real Property Timberlands affirmatively insuring over, or not raising such Title Objection as an exception to the Title Policy or (b) in the case of any other Policy, such Title Objection, Buyer is reasonably satisfied with the cure that Seller has effected. Notwithstanding anything to the contrary hereinforegoing, (i) Seller shall be obligated to cure, on or before the Closing Date, all Liens against the Combined Real Property Owned Timberlands or against Seller’s interest in the Leased Timberlands in each case evidencing monetary encumbrances (other than Liens for non-delinquent real estate Taxes or assessments not yet due and payable as of the Closing Date, the Louisiana Pacific Mortgages and Liens securing the First Mortgage Loanassessments) (“Monetary Liens”) and all voluntary monetary ), but excluding any Monetary Liens created after the Effective Time without Buyer's consent that are not Permitted Exceptionsarising by, including any that would constitute Small Title Objections but for the provisions of this sentence (“Voluntary Liens”) and (ii) Buyer shall be deemed to have objected to all of the requirements set forth in Schedule B, Section 1 and I of the Title Commitments (other than those specifically applicable to Buyer)through or under Purchaser. If Seller does not receive written notice of the Title Objections for any objection to matters reflected on Schedule B, Section 2 or II of in a particular Completed Title Commitment (other than general or standard exceptions) that are identified by a specified recorded book and page or instrument/document number reference on or before the expiration of the Title Objection Period, Buyer Purchaser shall be deemed to have waived its right to object to any and all matters reflected in such specific matters Completed Title Commitment and Buyer Purchaser shall be deemed to accept title to the Combined Real Property Timberlands encompassed within such Completed Title Commitment subject to all such specific matters; provided, however, Purchaser shall have the right to object to any new title matters created or suffered between the effective date of each Completed Title Commitment and the Closing Date, which were not previously included on any such Completed Title Commitment, but only to the extent that such new matters are valid Title Objections (“New Title Objections”) and the process for such New Title Objections, Seller’s response and any cure(s) shall be handled in accordance with the foregoing provisions of this Section 1.6(a)(i). Any such Title Objection waived (or deemed waived) by Buyer Purchaser shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of the Purchase Price. On the earlier of (i) the date specified by Buyer in a written notice to Seller or (ii) the day that is thirty (30) days prior to the end of the MetLife Negotiation Period, at Seller's expense, Seller shall order, and thereafter obtain and deliver to Buyer as promptly as possible, an update of each Title Commitment; provided, however, that Seller shall only be obligated to order and obtain one such update of each Title Commitment. The same title objection procedure set forth in this Section 1.6(b)(i) shall apply to any new matters or exceptions revealed by any update of a Title Commitment, except that Buyer's Title Objection Period shall be ten (10) days after receipt of such update and Seller's response period shall be within three (3) days after its receipt of any Title Objection raised by Buyer relating to such update of a Title Commitment, and, if applicable, the Closing shall be extended for a sufficient period to accommodate such time periods for Buyer's objections and Seller's response.
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Title Objection Procedure. Buyer Seller shall request and use commercially reasonable efforts to cause the Title Company to (and, to the extent in Seller’s control, shall cooperate reasonably to): (a) make available to Purchaser Completed Title Commitments for all of the Timberlands as promptly as possible after the date hereof; (b) deliver the Completed Title Commitments to Purchaser on a rolling and serial basis, such that as soon as any particular Completed Title Commitment has been completed, such 5 Completed Title Commitment will be made available to Purchaser, and (c) keep the Purchaser reasonably and regularly apprised of the anticipated delivery dates of the Completed Title Commitments. With respect to each Completed Title Commitment, Purchaser shall have until October 4the later of (1) fifteen (15) days after receipt of such Completed Title Commitment as verified by notice from Seller or Title Company to Purchaser by e-mail at the following e-mail addresses: Xxxxxx.Xxxxx@xxxxxxxxxxxx.xxx and Xxxxxxxxx@xxxxxx.xxx (Purchaser acknowledges that Seller has notified Purchaser that the commitments listed on Exhibit T are Completed Title Commitments as of the date of this Agreement) or (2) November 3, 2011 2015 (the with respect to each Completed Title Commitment, “Title Objection Period”) to deliver to Seller written notice of any objection to matters reflected in or disclosed by any such Completed Title Commitment or any other matter affecting title to than the Combined Real Property (or a survey matter) revealed by any survey, inspection or investigation of the Combined Real Property that is conducted by or on behalf of Buyer prior to the expiration of the Title Objection Period, or, to the extent an access matter is first disclosed to Buyer after the date hereof in an update to Seller's Disclosure Letter provided by Seller in accordance with this Agreement, access to the Combined Real Property, in each case that is not a Permitted Exception pursuant to Sections 1.4(a) through (d) or (g) through (q), which in Buyer's reasonable judgment, would either constitute a title defect or would, individually, adversely affect the use, value, operation or commercial growing or harvesting of timber or seedlings on (each as applicable to the Intended Use) any parcel or portion of the Combined Real Property for its Intended Use Exceptions (each, a “Title Objection” and collectively, the “Title Objections”). Notwithstanding Upon receipt of the foregoing, (i) Buyer shall have no right to object to any Permitted Exception pursuant to this Section 1.6(b) and, for the purposes of this Agreement, such items will not be considered Title Objections and (ii) if any to a Completed Title Objection does not adversely affect the fair market value of the applicable portion of the Combined Real Property (assuming use for its Intended Use) by more than $25,000 (as compared to the fair market value such parcel would have were such Title Objection to be removed or otherwise cured to the reasonable satisfaction of Buyer) (each, a “Small Title Objection” and collectively, the “Small Title Objections”), Buyer shall have no right to object to such Small Title Objection with respect to such parcel of the Combined Real Property pursuant to this Section 1.6(b) and, for purposes of this Agreement, such items will not be considered Title Objections and will be considered Permitted Exceptions. Upon the receipt of Title Objections from BuyerCommitment, Seller may elect (but shall not be obligated) to cure or cause to be cured any such Title Objection (which cure may be the substitution of Additional Timberlands pursuant to Section 1.7 for all or a portion of the Timberlands subject to such Title Objection), and Seller shall notify Buyer Purchaser in writing within seven whether Seller elects to cure the same by the date that is ten (710) days after receipt of the Title Objections whether Seller elects with respect to cure the samesuch Completed Title Commitment. Failure of Seller to respond in writing within such time period shall be deemed an election by Seller not to cure such Title Objections. Any Title Objection shall be deemed to be cured if (a), in the case of a Title Objection related to a Title Commitment, Seller (without cost to Buyer) causes the Title Company to issue a Title Policy for the affected Combined Real Property Timberlands affirmatively insuring over, or not raising such Title Objection as an exception to the Title Policy or (b) in the case of any other Policy, such Title Objection, Buyer is reasonably satisfied with the cure that Seller has effected. Notwithstanding anything to the contrary hereinforegoing, (i) Seller shall be obligated to cure, on or before the Closing Date, all Liens against the Combined Real Property Timberlands evidencing monetary encumbrances (other than Liens for non-delinquent real estate Taxes or assessments not yet due and payable assessments) created as a result of the Closing Date, the Louisiana Pacific Mortgages and Liens securing the First Mortgage Loan) acts or omissions of Seller or its Affiliates (“Monetary Liens”) and all voluntary monetary Liens created after the Effective Time without Buyer's consent that are not Permitted Exceptions, including any that would constitute Small Title Objections but for the provisions of this sentence (“Voluntary Liens”) and (ii) Buyer shall be deemed to have objected to all of the requirements set forth in Schedule B, Section 1 and I of the Title Commitments (other than those specifically applicable to Buyer). If Seller does not receive written notice of the Title Objections for any objection to matters reflected on Schedule B, Section 2 or II of in a particular Completed Title Commitment (other than general or standard exceptions) that are identified by a specified recorded book and page or instrument/document number reference on or before the expiration of the Title Objection Period, Buyer Purchaser shall be deemed to have waived its right to object to any and all matters reflected in such specific matters Completed Title Commitment and Buyer Purchaser shall be deemed to accept title to the Combined Real Property Timberlands encompassed within such Completed Title Commitment subject to all such specific matters. Any such Title Objection waived (or deemed waived) by Buyer Purchaser shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of the Purchase Price. On the earlier of (i) the date specified by Buyer in a written notice to Seller or (ii) the day that is thirty (30) days prior to the end of the MetLife Negotiation Period, at Seller's expense, Seller shall order, and thereafter obtain and deliver to Buyer as promptly as possible, an update of each Title Commitment; provided, however, that Seller shall only be obligated to order and obtain one such update of each Title Commitment. The same title objection procedure set forth in this Section 1.6(b)(i) shall apply to any new matters or exceptions revealed by any update of a Title Commitment, except that Buyer's Title Objection Period shall be ten (10) days after receipt of such update and Seller's response period shall be within three (3) days after its receipt of any Title Objection raised by Buyer relating to such update of a Title Commitment, and, if applicable, the Closing shall be extended for a sufficient period to accommodate such time periods for Buyer's objections and Seller's response.
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Title Objection Procedure. Buyer Seller shall use commercially reasonable efforts to cause the Title Company to make Completed Title Commitments for the Property available to Purchaser on or before November 15, 2013. Purchaser shall have until October 4, 2011 the expiration of the Due Diligence Period (the “Title Objection PeriodDate”) to deliver to Seller written notice of any objection to matters reflected in or disclosed by any Title Commitment or any other matter affecting of title to the Combined Real Property (or a survey matter) revealed by any survey, inspection or investigation of the Combined Real Property that is conducted by or on behalf of Buyer prior to the expiration of the Title Objection Period, or, to the extent an access matter is first disclosed to Buyer after the date hereof in an update to Seller's Disclosure Letter provided by Seller in accordance with this Agreement, access to the Combined Real Property, in each case that is not a Permitted Exception pursuant to Sections 1.4(a) through (d) or (g) through (q), which in Buyer's reasonable judgment, would either constitute a title defect or would, individually, adversely affect the use, value, operation or commercial growing or harvesting of timber or seedlings on (each as applicable to the Intended Use) any parcel or portion of the Combined Real Property for its Intended Use (each, a “Title Objection” and collectively, the “Title Objections”). Notwithstanding the foregoing; provided, (i) Buyer however, that Purchaser shall have no right to object to to, and Title Objections may not include, any Permitted Exception pursuant to this Section 1.6(b) andExceptions; provided further, for however, the purposes of this Agreement, such items will not be considered Title Objections and (ii) if any Title Objection does not adversely affect Date shall be extended by one Business Day for each Business Day following November 15, 2013 that the fair market value of Title Company fails to make the applicable portion of the Combined Real Property (assuming use for its Intended Use) by more than $25,000 (as compared Completed Title Commitments available to Purchaser. A Completed Title Commitment shall be deemed to have been made available to Purchaser when it is posted to the fair market value online data repository established and maintained by Seller and the Title Company, Seller or Seller’s counsel delivers electronic notification to Purchaser of such parcel would availability; provided, however, to the extent a legible copy of any exception document referenced therein is not made available to Purchaser at the time the Completed Title Commitment is made available to Purchaser, Purchaser shall have were such the right to deliver a Title Objection to be removed or otherwise cured to the reasonable satisfaction of Buyer) (each, a “Small Title Objection” and collectively, the “Small Title Objections”), Buyer shall have no right to object to such Small Title Objection Seller with respect to such parcel exception documents within ten (10) days following Purchaser’s actual receipt of the Combined Real Property pursuant to this Section 1.6(b) and, for purposes of this Agreement, such items will not be considered Title Objections and will be considered Permitted Exceptionsexception document. Upon the receipt of Title Objections from Buyerto a Completed Title Commitment (or an exception document referenced therein), Seller may elect (but shall not be obligated) to cure or cause to be cured any such Title Objection, and Seller shall notify Buyer Purchaser in writing within seven ten (710) days after receipt of the Title Objections with respect to such Completed Title Commitment whether Seller elects to cure the samesame prior to the Closing Date. Failure of Seller to respond in writing within such time period shall be deemed an election by Seller not to cure such Title Objections. Any Title Objection shall be deemed to be cured if (a), in the case of a Title Objection related to a Title Commitment, Seller (without cost to Buyer) causes the Title Company to issue a Title Policy for the affected Combined Real Property Timberlands affirmatively insuring over (with affirmative coverage reasonably acceptable to Purchaser), or not raising such Title Objection as an exception to the Title Policy or (b) in the case of any other Policy, such Title Objection, Buyer is reasonably satisfied with the cure that Seller has effected. Notwithstanding anything to the contrary hereinforegoing, (i) Seller shall be obligated to (i) cure, satisfy or release on or before the Closing Date, Date all Liens against the Combined Real Timberlands or the Personal Property evidencing monetary encumbrances (other than Liens for non-delinquent real estate Taxes or assessments not yet due and payable as of the Closing Date, the Louisiana Pacific Mortgages and Liens securing the First Mortgage Loanassessments) (“Monetary Liens”) and all voluntary monetary Liens created after the Effective Time without Buyer's consent that are not Permitted Exceptions), including any that would constitute Small Title Objections but for the provisions of this sentence (“Voluntary Liens”) and (ii) Buyer shall be deemed satisfy (including by affidavit to have objected to the Title Company) all of the requirements set forth in Schedule B, Section 1 and or I of the Completed Title Commitments (other than those specifically applicable to Buyer)Purchaser) and the “standard exceptions” on Schedule B, Section 2 or II of the Completed Title Commitments (other than the exceptions related to matters disclosed by an accurate survey of the land and to sovereign lands, riparian rights or navigable servitudes) within its exclusive control; provided, however, that with respect to the matters described in this clause (ii) which are not Monetary Liens, Seller shall not be obligated to institute any litigation, obtain any consent or approval from any Governmental Authority or third Person, or incur any material out of pocket cost or expense in connection with the satisfaction of the foregoing. If Seller does not receive written notice of on or before the Title Objection Date of Title Objections for any objection to those matters reflected on Schedule B, Section 2 or II of a any particular Completed Title Commitment (or to any other than general or standard exceptions) that are identified by a specified recorded book and page or instrument/document number reference on or before the expiration matters of which Purchaser has knowledge prior to the Title Objection PeriodDate, Buyer Purchaser shall be deemed to have waived its right to object to any and all such specific title matters and Buyer shall be deemed to accept title to the Combined Real Property encompassed within such Title Commitment subject to all such specific matters. Any such Title Objection waived (or deemed waived) by Buyer Purchaser shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of the Purchase Price. On the earlier of (i) the date specified by Buyer in a written notice to Seller or (ii) the day that is thirty (30) days prior to the end of the MetLife Negotiation Period, at Seller's expense, Seller shall order, and thereafter obtain and deliver to Buyer as promptly as possible, an update of each Title Commitment; provided, however, that Seller shall only be obligated to order and obtain one such update of each Title Commitment. The same title objection procedure set forth in this Section 1.6(b)(i) shall apply to any new matters or exceptions revealed by any update of a Title Commitment, except that Buyer's Title Objection Period shall be ten (10) days after receipt of such update and Seller's response period shall be within three (3) days after its receipt of any Title Objection raised by Buyer relating to such update of a Title Commitment, and, if applicable, the Closing shall be extended for a sufficient period to accommodate such time periods for Buyer's objections and Seller's response.
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Title Objection Procedure. Buyer Purchaser shall have until October 4the later of: (A) May 25, 2011 2009, or (B) the twenty-fifth (25th) day after the date on which a Completed Title Commitment is made available to Purchaser (in each case, the “Title Objection Period”) to deliver to Seller written notice of any objection to matters reflected in or disclosed by any such Completed Title Commitment or any other matter affecting title to the Combined Real Property (or a survey matter) revealed by any survey, inspection or investigation of the Combined Real Property that is conducted by or on behalf of Buyer prior to the expiration of the Title Objection Period, or, to the extent an access matter is first disclosed to Buyer after the date hereof in an update to Seller's Disclosure Letter provided by Seller in accordance with this Agreement, access to the Combined Real Property, in each case that is not a Permitted Exception pursuant to Sections 1.4(a) through (d) or (g) through (q)Commitment, which in Buyer's Purchaser’s commercially reasonable judgment, would either constitute a title defect or would, individually, would materially adversely affect the use, value, operation value or commercial growing or harvesting enjoyment of timber or seedlings on (each as applicable to the Intended Use) any parcel or portion of the Combined Real Property for its Intended Use Timberlands (each, a “Title Objection” and collectively, the “Title Objections”). Notwithstanding the foregoing, (i) Buyer Purchaser shall have no right to object to any Permitted Exception pursuant to this Section 1.6(b1.6(c) and, for the purposes of this Agreement, such items will not be considered Title Objections Objections. A Completed Title Commitment shall be deemed to have been made available to Purchaser when it is posted to the online data repository established and (ii) if any maintained by the Title Company for such purpose, and the Title Objection does not adversely affect the fair market value of the applicable portion of the Combined Real Property (assuming use for its Intended Use) by more than $25,000 (as compared to the fair market value such parcel would have were such Title Objection to be removed or otherwise cured to the reasonable satisfaction of Buyer) (each, a “Small Title Objection” and collectively, the “Small Title Objections”), Buyer Period shall have no right to object to such Small Title Objection commence with respect to such parcel Completed Title Commitment on the day following the day notice of such posting has been given by Seller or the Combined Real Property pursuant Title Company to this Purchaser by email at the email addresses set forth in Section 1.6(b) and, for purposes of this Agreement, such items will not be considered Title Objections and will be considered Permitted Exceptions12.1. Upon the receipt of Title Objections from Buyerto a Completed Title Commitment, Seller may elect (but shall not be obligated) to cure or cause to be cured any such Title Objection, and Seller shall notify Buyer Purchaser in writing within seven ten (710) days after receipt of the Title Objections with respect to such Completed Title Commitment whether Seller elects to cure the same. Failure of Seller to respond in writing within such time period shall be deemed an election by Seller not to cure such Title Objections. Any Title Objection shall be deemed to be cured if (a), in the case of a Title Objection related to a Title Commitment, Seller (without cost to Buyer) causes the Title Company to issue a Title Policy for the affected Combined Real Property Timberlands affirmatively insuring over, or not raising such Title Objection as an exception to the Title Policy or (b) in the case of any other Title ObjectionPolicy, Buyer is reasonably satisfied with the cure that Seller has effected. Notwithstanding anything to the contrary herein, (i) Seller shall be obligated to cure, on or before the Closing Date, all Liens against the Combined Real Property evidencing monetary encumbrances (other than Liens for real estate Taxes or assessments not yet due and payable as of the Closing Date, the Louisiana Pacific Mortgages and Liens securing the First Mortgage Loan) (“Monetary Liens”) and all voluntary monetary Liens created after the Effective Time without Buyer's consent that are not Permitted Exceptions, including any that would constitute Small Title Objections but for the provisions of this sentence (“Voluntary Liens”) and (ii) Buyer shall be deemed to have objected to all of the requirements set forth in Schedule B, Section 1 and I of the Title Commitments (other than those specifically applicable to Buyer). If Seller does not receive written notice of the Title Objections for any objection to matters reflected on Schedule B, Section 2 or II of a particular Title Commitment (other than general or standard exceptions) that are identified by a specified recorded book and page or instrument/document number reference on or before the expiration of the Title Objection Period, Buyer shall be deemed to have waived its right to object to any and all such specific matters and Buyer shall be deemed to accept title to the Combined Real Property encompassed within such Title Commitment subject to all such specific matters. Any such Title Objection waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception, and the Closing shall occur as herein provided without any reduction of the Purchase Price. On the earlier of (i) the date specified by Buyer in a written notice to Seller or (ii) the day that is thirty (30) days prior to the end of the MetLife Negotiation Period, at Seller's expense, Seller shall order, and thereafter obtain and deliver to Buyer as promptly as possible, an update of each Title Commitment; provided, however, that Seller notwithstanding the foregoing or any other provision of this Agreement to the contrary, Purchaser shall only not be obligated required to order and obtain one such update of each Title Commitment. The same accept affirmative title objection procedure set forth in this Section 1.6(b)(i) shall apply to any new matters or exceptions revealed by any update of insurance coverage as a cure for a Title Commitment, except that Buyer's Title Objection Period shall be ten for access to HBU Compartments unless the HBU Compartment either (10i) days after receipt directly abuts a publicly maintained right of such update way or (ii) has direct recorded easement access to a publicly maintained right of way pursuant to a recorded easement satisfactory to Purchaser and Seller's response period shall be within three (3) days after its receipt of any Title Objection raised which is affirmatively insured by Buyer relating to such update of a Title Commitment, and, if applicable, the Closing shall be extended for a sufficient period to accommodate such time periods for Buyer's objections and Seller's response.Title
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