Common use of Title Objections Clause in Contracts

Title Objections. Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser's Title Objections. Notwithstanding the foregoing, on or before Closing, Seller shall pay or otherwise satisfy (i) any mortgages on the Real Estate, and (ii) other monetary liens against the Real Estate. Seller, at its sole option, may attempt to cure or satisfy all or a portion of Purchaser's Title Objections prior to the Closing Date. If Seller is willing to attempt to cure or satisfy all or a portion of Purchaser's Title Objections, Seller shall provide written notice to Purchaser of those objections Seller will attempt to cure or satisfy (“Seller's Notice”) within five (5) calendar days of receipt of Purchaser’s Title Objections, if any. Seller’s failure to deliver a Seller’s Notice within such time period shall be deemed an election by Seller not to cure or satisfy any objections. If Seller notifies Purchaser that it is unwilling to cure or satisfy all or certain of Purchaser's Title Objections or Seller fails to provide a Seller’s Notice, Purchaser shall have the option (as its sole and exclusive remedy) to terminate this Agreement by delivering written notice thereof to Seller which notice must be delivered within five (5) calendar days after the delivery of a Seller's Notice (or Seller’s deemed election not to cure or satisfy and objections). If Purchaser fails to terminate this Agreement as set forth in this Section 5.2, such termination right shall be waived and Purchaser shall proceed to Closing without adjustment to the Purchase Price. If Purchaser shall duly give such termination notice, then the Escrow Agent shall return to Purchaser the Deposit, this Agreement shall immediately terminate and be deemed null and void, and neither party shall have any further rights or obligations hereunder.

Title Objections. Buyer shall have 30 days from the Binding Agreement Date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have no obligation 30 days from the receipt of such objections (the “Title Cure Period”) to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser's Title Objectionscure all valid title objections. Notwithstanding the foregoing, on or before Closing, Seller shall pay satisfy any existing liens or otherwise satisfy (i) any mortgages on monetary encumbrances identified by Buyer as title objections which may be satisfied by the Real Estate, and (ii) other monetary liens against the Real Estate. Seller, at its sole option, may attempt to cure or satisfy all or payment of a portion of Purchaser's Title Objections sum certain prior to or at Closing. Except for Seller’s obligations in the Closing Date. If Seller is willing to attempt to cure or satisfy all or a portion of Purchaser's Title Objections, Seller shall provide written notice to Purchaser of those objections Seller will attempt to cure or satisfy (“Seller's Notice”) within five (5) calendar days of receipt of Purchaser’s Title Objectionspreceding sentence, if any. Seller’s failure to deliver a Seller’s Notice within such time period shall be deemed an election by Seller not to cure or satisfy any objections. If Seller notifies Purchaser that it is unwilling to cure or satisfy all or certain of Purchaser's Title Objections or Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide a Buyer with evidence of Seller’s Noticecure satisfactory to Buyer and to the Title Company), Purchaser then within five days of the expiration of the Title Cure Period, Buyer may as Buyer’s sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer’s Xxxxxxx Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer’s rights hereunder. Buyer shall have the option (as its sole right to re-examine title prior to Closing and exclusive remedy) to terminate this Agreement by delivering written notice thereof to notify Seller at Closing of any title objections which notice must be delivered within five (5) calendar days appear of record after the delivery date of a Seller's Notice (or SellerBuyer’s deemed election not to cure or satisfy initial title examination and objections). If Purchaser fails to terminate this Agreement as set forth in this Section 5.2, such termination right shall be waived and Purchaser shall proceed to Closing without adjustment to the Purchase Price. If Purchaser shall duly give such termination notice, then the Escrow Agent shall return to Purchaser the Deposit, this Agreement shall immediately terminate and be deemed null and void, and neither party shall have any further rights or obligations hereunderbefore Closing.

Title Objections. Within thirty (30) days following receipt of the preliminary title reports referred to in Section 4.3, Buyer shall (a) review the form of Title Commitment and any related correspondence or information provided by Seller to the Title Company for each of the Purchased Premises and (b) give written notice to Seller of any Material Title Objections which Buyer or their lender may have to title. Material Title Objections shall have no obligation not include the encumbrances set forth on Schedule 4.4 (“Permitted Encumbrances”). Seller is not obligated to take any steps cure title defects, remove encumbrances or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser's Title Objections. Notwithstanding the foregoing, on or before Closing, Seller shall pay or otherwise satisfy (i) any mortgages convey an estate greater than it owned on the Real Estate, and (ii) other monetary liens against Execution Date. Should a title examination disclose unpaid or possible unpaid franchise taxes due the Real Estate. State by Seller, at its sole optionsuch taxes shall not be considered a Material Title Objection, may attempt provided Seller furnishes Buyer or the Title Company a letter agreeing to cure or satisfy all or a portion any delinquency for such taxes. Within fifteen (15) days after receipt of Purchaser's Title Objections prior to the Closing Date. If Seller is willing to attempt to cure or satisfy all or a portion Buyer’s notice of Purchaser's Material Title Objections, Seller shall provide written notice commence to Purchaser of those objections Seller will attempt use its commercially reasonable efforts to cure the Material Title Objections to the reasonable satisfaction of the Title Company or satisfy (“Seller's Notice”) reach an agreement with Buyer as to the resolution of the Material Title Objections. If Seller is unable to cure a Material Title Objection and the Parties are unable or unwilling to reach agreement with respect to such Material Title Objection within five (5) calendar days of receipt of Purchaserdays, Buyer may, at Buyer’s option, either (a) waive such uncured Material Title ObjectionsObjection and proceed with the transactions contemplated by this Agreement; or (b) if Buyer does not so waive such uncured Material Title Objection, if any. Seller’s failure to deliver a Seller’s Notice within such time period shall be deemed an election by Seller not to cure or satisfy any objections. If Seller notifies Purchaser that it is unwilling to cure or satisfy all or certain of Purchaser's Title Objections or Seller fails to provide a Seller’s Notice, Purchaser shall have then drop the option (as its sole and exclusive remedy) to terminate applicable Purchased Premises from this Agreement by delivering written notice thereof pursuant to Seller which notice must be delivered within five Section 2.3 (5Dropped Premises) calendar days after and consummate the delivery purchase of a Seller's Notice (the remaining Purchased Premises. Notwithstanding the preceding sentence or Seller’s deemed election not to cure or satisfy and objections). If Purchaser fails to terminate any other provision of this Agreement as set forth in this Section 5.2, such termination right shall be waived and Purchaser shall proceed to Closing without adjustment to the Purchase Price. If Purchaser shall duly give such termination notice, then the Escrow Agent shall return to Purchaser the Deposit, this Agreement shall immediately terminate and be deemed null and void, and neither party shall have any further rights or obligations hereunder.the

Title Objections. Within fifteen (15) days of the date of this Agreement, Seller shall provide Purchaser with copies of all deeds, title policies, title commitments, surveys, tax searches or other title documentation in its possession for all Purchased Real Property. Purchaser shall be entitled, at its own expense, to update title and survey with respect to any or all parcels of Purchased Real Property. No later than thirty (30) days after the date of this Agreement, Purchaser may deliver to Seller in writing Purchaser’s objections to title to the Purchased Real Property (with each objection stated with reasonable specificity) (such delivery, the “Title Objections Report”) if Purchaser in good faith believes that the objectionable matters would materially detract from the value of the Purchased Real Property or interfere with the continued operations at the Purchased Real Property in the manner in which operations are currently being conducted at the Purchased Real Property (any such matter, a “Title Objection”). Seller shall have no obligation fifteen (15) days after its receipt of the Title Objections Report to take any steps determine, in its sole discretion, if Seller is willing to remove or bring any action cure the Title Objection(s) or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser's bond over the Title Objections. Notwithstanding the foregoingIf Seller is unwilling to remove or cure or bond over such Title Objections, on or before Closing, Seller shall pay or otherwise satisfy (i) any mortgages on the Real Estate, and (ii) other monetary liens against the Real Estate. Sellerthen Purchaser, at its sole optiondiscretion, may attempt to cure or satisfy all or a portion of Purchaser's Title Objections prior to shall have the Closing Date. If Seller is willing to attempt to cure or satisfy all or a portion of Purchaser's Title Objections, Seller shall provide right (exercisable upon irrevocable written notice to Seller delivered within fifteen (15) days after expiration of the forgoing 15-day period, to exclude the Banking Center situated on such Purchased Real Property from the Purchased Assets (and to exclude such Purchased Real Property from the Purchased Assets). Seller shall not list any such Purchased Real Property so excluded by Purchaser of those objections Seller will attempt to cure or satisfy (“Seller's Notice”) within five (5) calendar days of receipt of Purchaser’s Title Objectionson Schedule 2.1(a)(1), if any. Seller’s failure to deliver a Seller’s Notice within such time period and the excluded Banking Center shall be deemed an election by Seller not to cure or satisfy any objections. If Seller notifies Purchaser that it is unwilling to cure or satisfy all or certain of Purchaser's Title Objections or Seller fails to provide a Seller’s Notice, Purchaser shall have excluded from the option (as its sole and exclusive remedy) to terminate this Agreement by delivering written notice thereof to Seller which notice must be delivered within five (5) calendar days after the delivery of a Seller's Notice (or Seller’s deemed election not to cure or satisfy and objections). If Purchaser fails to terminate this Agreement as set forth in this Section 5.2, such termination right shall be waived and Purchaser shall proceed to Closing without adjustment to the Purchase Price. If Purchaser shall duly give such termination notice, then the Escrow Agent shall return to Purchaser the Deposit, this Agreement shall immediately terminate and be deemed null and void, and neither party shall have any further rights or obligations hereunderDesignated Footprint.

Title Objections. Buyer shall have until 11:59 p.m. (Pacific Time) on the Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. No more than five (5) days after Seller’s receipt of any such notice of disapproval from Buyer, Seller shall have notify Buyer in writing of any disapproved title exceptions that Seller is unable or unwilling to cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller shall, at no obligation to take any steps or bring any action or proceeding or otherwise to incur any effort cost or expense whatsoever to eliminate Buyer: (i) remove any liens or modify encumbrances securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of Purchaser's the Title ObjectionsPolicy as hereinafter defined, in form and content reasonably acceptable to Seller. Notwithstanding the foregoing, Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing, Seller shall pay or otherwise satisfy (i) any mortgages on the Real Estate, and (ii) other monetary liens against the Real Estate. Seller, at its sole option, may attempt to cure or satisfy all or a portion of Purchaser's Title Objections prior to the Closing Date. If Seller is willing indicates its unwillingness or inability to attempt cause the elimination of any disapproved title exception, including as a result of failing to cure or satisfy all or a portion of Purchaser's Title Objections, Seller shall provide written notice to Purchaser of those objections Seller will attempt to cure or satisfy (“Seller's Notice”) respond within the five (5) calendar days of receipt of Purchaser’s Title Objectionsprovided above, if any. Seller’s failure to deliver a Seller’s Notice within such time period shall be deemed an election by Seller not to cure or satisfy any objections. If Seller notifies Purchaser that it is unwilling to cure or satisfy all or certain of Purchaser's Title Objections or Seller fails to provide a Seller’s Notice, Purchaser shall then Buyer will have the option (as its sole and exclusive remedy) to terminate this Agreement by delivering written notice thereof to Seller which notice must be delivered within five (5) calendar days after the delivery its receipt of a Seller's Notice ’s notification (or expiration of said five (5) day period for Seller’s deemed election not response) to cure either: (i) waive its objection to the disapproved title exception and cause this Agreement to remain in full force and effect; or satisfy and objections). If Purchaser fails to (ii) terminate this Agreement as set forth in this Section 5.2, such termination right shall be waived accordance with the provisions of Sections 4.2 and Purchaser shall proceed to Closing without adjustment to the Purchase Price4.3 above. If Purchaser shall duly give Buyer fails to notify Seller of its election of one of the two options stated in the preceding sentence within such termination notice5-day period, then the Escrow Agent shall return to Purchaser the Deposit, this Agreement shall immediately terminate and Buyer will be deemed null and voidto have waived its objection to any disapproved title exception, and neither party any such exception will be deemed to be a Permitted Exception. Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any further rights matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer, Buyer may deliver to Seller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. If Seller fails to cure all New Objections on or obligations hereunderbefore the Closing Date, Buyer may terminate this Agreement, in which event Sections 4.3(a) through (d) hereof shall apply.

Title Objections. Within fifteen (15) days after receiving the later of the Title Commitment or the Survey for the Terminal, Buyer shall notify Seller shall have no obligation to take if the Title Commitment or Survey for that Survey reveals any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser's Title Objections. Notwithstanding the foregoing, on or before Closing, Seller shall pay or otherwise satisfy (i) any mortgages on the Real Estate, and (ii) other monetary liens against the Real Estate. Seller, at its sole option, may attempt to cure or satisfy all or a portion of Purchaser's Title Objections prior to the Closing Date. If Seller is willing to attempt unable or unwilling to cure or satisfy all or a portion of Purchaser's any Title Objections, Seller shall will provide written notice thereof to Purchaser Buyer within fifteen (15) days following receipt of those objections notice of Title Objections from Buyer and Buyer shall have the right, at its option, by written notice to Seller within fifteen (15) days following receipt of Seller's written notice, either (i) to terminate the Pipeline Purchase and Sale Agreement in accordance with the terms thereof and obtain from Seller 50% of the cost of the Survey for the Terminal, whereafter both Parties shall be relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer's failure to exercise the right to terminate within the said fifteen (15) day period shall constitute a waiver of Buyer's right to terminate with respect to such title matters. However, if Seller elects to cure the Title Objections (although Seller will attempt have no such obligation to do so), Seller shall provide Buyer with notice of its intention to cure same within the fifteen (15) days aforesaid and Seller shall have an opportunity, at its expense, to remove such Title Objections within sixty (60) days following receipt of written notice from Buyer identifying the Title Objections (the "Title Cure Period"). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or satisfy (“Seller's Notice”) within five (5) calendar days of receipt of Purchaser’s remove any Title Objections, if any. Seller’s failure to deliver a Seller’s Notice within such time period shall be deemed an election by Seller not to cure or satisfy any objections. If Seller notifies Purchaser that it is unwilling unable to cure or satisfy all or certain of Purchaser's any Title Objections within the Title Cure Period that, in the reasonable opinion of the Title Company or Seller fails Buyer, must be cured in order to provide a Seller’s Noticedeliver good and marketable title, Purchaser shall have the option (Buyer may, as its sole and exclusive remedy) to terminate this Agreement by delivering , and upon written notice thereof to Seller which notice must be delivered within five fifteen (515) calendar days after expiration of the delivery Title Cure Period, elect either to (i) terminate the Pipeline Purchase and Sale Agreement in accordance with the terms thereof and obtain from Seller 50% of a Seller's Notice (or Seller’s deemed election not to cure or satisfy and objections). If Purchaser fails to terminate this Agreement as set forth in this Section 5.2the cost of the Survey, such termination right whereafter both Parties shall be waived relieved and Purchaser shall proceed to Closing without adjustment to the Purchase Price. If Purchaser shall duly give such termination noticedischarged of any rights, then the Escrow Agent shall return to Purchaser the Deposit, this Agreement shall immediately terminate and be deemed null and void, and neither party shall have any further rights liabilities or obligations hereunder, or (ii) to waive such defect and any other obligation under this Appendix of Seller to deliver good and marketable title with respect to such defect and proceed to Closing.

Title Objections. Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser's Title Objections. Notwithstanding the foregoing, on or before Closing, Seller shall pay or otherwise satisfy (i) any mortgages on the Real Estate, and (ii) other monetary liens against the Real Estate. SellerPurchaser may, at its sole optioncost and expense, request the Title Company to issue its title insurance commitment for the Real Property (the “Title Commitment”) and may attempt engage a licensed surveyor to cure prepare an ALTA/ACSM survey of the Real Property (the “Survey”). On or satisfy all prior to 5:00 p.m. Central time on the thirtieth (30th) day after the Effective Date (such thirty (30) day period is referred to herein as the “Due Diligence Period” and the last day of the Due Diligence Period at 5:00 p.m. Central time is referred to herein as the “Approval Date”), Purchaser or a portion Purchaser’s attorneys shall deliver to Seller or Seller’s attorneys, notice of Purchaser's ’s objections (the “Title Objections”) to any survey matters, liens, encumbrances or other title exceptions revealed by the Commitment or the Survey, as the case may be. Copies of the title exceptions(s) constituting the Title Objections prior shall be delivered to Seller or Seller’s attorneys with such objection notice. Upon receipt of any such timely written notice of Title Objections from the Purchaser, Seller may, but shall not be obligated to, cure the Title Objections on or before the Closing Date. If Seller is willing to attempt to cure or satisfy all or a portion of Purchaser's Title Objections, Seller shall provide written notice to notify Purchaser of those objections Seller will attempt to cure or satisfy (“Seller's Notice”) within five (5) calendar business days of receipt of Purchaser’s receiving the Title Objections as to its decision to either cure or not to cure the Title Objections. If Seller does not provide such notice, if any. Seller’s failure to deliver a Seller’s Notice within such time period then Seller shall be deemed an election by Seller to have elected not to cure or satisfy any objectionsthe Title Objections. If Seller notifies Purchaser that it elects (or is unwilling deemed to have elected) not to cure or satisfy all or certain of any Title Objection, then the Purchaser's Title Objections or Seller fails to provide a Seller’s Notice, Purchaser shall have the option (as its sole and exclusive remedyright and remedy shall be, on the terms and conditions set forth below, either: (x) to terminate elect not to purchase the Property, in which event this Agreement by delivering written notice thereof shall be terminated, and the Deposit shall be returned to Seller which notice must be delivered within five Purchaser; or (5y) calendar days after to complete the delivery of a Seller's Notice (or Seller’s deemed election not to cure or satisfy and objections). If Purchaser fails to terminate transactions contemplated hereby in accordance with this Agreement as set forth subject to such Title Objection without reduction in this Section 5.2, such termination right shall be waived and Purchaser shall proceed to Closing without adjustment to or abatement of the Purchase Price. If The Purchaser shall duly give such termination noticeexercise its option pursuant to clause (x) of this Section 2.1 by written notice given to and received by Seller within three (3) business days after receipt by Purchaser of Seller’s notice (or deemed election) that Seller will not cure the Title Objections. If the Purchaser shall fail to send a written notice to Seller exercising the Purchaser’s option set forth under clause (x) of this Section 2.1 within the applicable period, then the Escrow Agent Purchaser shall return to Purchaser the Deposit, this Agreement shall immediately terminate and conclusively be deemed null and void, and neither party shall to have any further rights or obligations hereunderexercised the option set forth in clause (y) of this Section 2.1.

Title Objections. Buyer shall provide Seller with a list of all title objections (hereinafter “Title Objections”) in writing within 10 days after Buyer receipt of a Title Commitment. Seller shall have no obligation until the Closing Date to take any steps cure all valid Title Objections (hereinafter “Title Cure Period”). Seller shall satisfy all liens or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser's encumbrances identified by Buyer as valid Title Objections. Notwithstanding the foregoing, Objections which can be satisfied by payment on or before Closing, Seller shall pay or otherwise satisfy (i) any mortgages on the Real Estate, and (ii) other monetary liens against the Real Estate. Seller, at its sole option, may attempt to cure or satisfy all or a portion of Purchaser's Title Objections prior to the Closing Date. If Except for Seller’s obligations in 491 the preceding sentence, if Seller is willing to attempt fails to cure or satisfy all or a portion any of Purchaser's Buyer’s other valid Title ObjectionsObjections within the Title Cure Period (and 492 fails to provide Buyer with evidence of Seller’s cure satisfactory to Buyer, Seller shall provide Settlement Provider, and title insurance 493 company), Buyer may, as Buyer’s sole remedy; a) unilaterally cancel this Purchase Agreement within 7 days by 494 providing written notice to Purchaser Seller indicating the reason for the cancellation. In such case, Buyer shall be entitled to a full 495 return of those objections the Xxxxxxx Money, b) waive such Title Objections and close this transaction anyway, or c) extend the Closing 496 Date for 30 days to allow Seller will attempt additional time to cure or satisfy (“Seller's Notice”) within five (5) calendar days of receipt of Purchaser’s such valid Title Objections. Buyer shall have 7 days 497 following the completion of such extension to cure to re-examine title to ensure the proper cure of such Title Objections. 498 Buyer shall notify Seller within 3 _ days after such review time period regarding any unresolved Title Objections. In 499 such case, if anyBuyer’s remedy options and the specified time periods (a-c herein), shall repeat one additional time. Thereafter, 500 unless Buyer waives any remaining Title Objections and closes this transaction anyway, or Seller cures any remaining 501 Title Objections within the specified time period, Buyer and Seller shall sign a Cancellation of Purchase Agreement and 502 Buyer shall be entitled to a full refund of the Xxxxxxx Money. If Buyer fails to act in a timely manner according to this 503 paragraph, it shall be considered a waiver of Buyer’s rights herein. 504 505 506 507 508 509 510 511 512 513 514 515 Buyer waives all rights related to; specific performance, recording a lis pendens, recording this Purchase Agreement, recording an affidavit or memorandum, or impairing title to the Property in any other manner. If Seller breaches this Purchase Agreement for any reason, Buyer’s recourse shall be limited to the following, as liquidated damages; a) a full refund of Buyer’s Xxxxxxx Money, and b) reimbursement of Buyer’s actual and reasonable out-of-pocket costs related to Buyer-favored contingencies. Seller’s failure liability for Buyer’s actual and reasonable out-of-pocket costs shall not exceed $ 10,000.00 and shall be paid by Seller to deliver a Buyer only if; a) Seller’s Notice breach occurs after Seller’s receipt of a Title Commitment confirming Seller is able to convey good, marketable, and fee simple title to the Property to Buyer by the type of deed specified herein on the Closing Date, and b) Seller receives documentation of Buyer’s actual and reasonable out-of-pocket costs within 7 days after Buyer’s request for reimbursement. 516 517 518 519 520 521 522 523 524 525 526 527 528 529 Depositions may be taken and other discovery may be obtained during such time period arbitration proceedings to the same extent as authorized in a civil judicial proceeding in the Transaction State. The arbitrator(s) shall be deemed an election by Seller limited to awarding compensatory damages and shall not to cure or satisfy any objections. If Seller notifies Purchaser that it is unwilling to cure or satisfy all or certain award punitive, exemplary, and/or similar types of Purchaser's Title Objections or Seller fails to provide a Seller’s Notice, Purchaser shall have the option (as its sole and exclusive remedy) to terminate this Agreement by delivering written notice thereof to Seller which notice must be delivered within five (5) calendar days after the delivery of a Seller's Notice (or Seller’s deemed election not to cure or satisfy and objections). If Purchaser fails to terminate this Agreement as set forth in this Section 5.2, such termination right shall be waived and Purchaser shall proceed to Closing without adjustment to the Purchase Price. If Purchaser shall duly give such termination notice, then the Escrow Agent shall return to Purchaser the Deposit, this Agreement shall immediately terminate and be deemed null and void, and neither party shall have any further rights or obligations hereunderdamages.

Title Objections. Within ten (10) days after Purchaser’s receipt of the Title Commitment, Purchaser shall notify Seller in writing of Purchaser’s acceptance of title as shown on such Title Commitment, or (ii) any objections to such Title Commitment. Any objections to the Title Commitment of which Purchaser timely notifies Seller pursuant to this Agreement are hereinafter referred to as “Title Objections”. The absence of a timely notice by Purchaser of Title Objections in accordance with the preceding sentence shall be deemed to be a notice to Seller of Purchaser’s acceptance of title as shown on the Title Commitment and all such title matters shall constitute “Permitted Exceptions”. Within five (5) Business Days after receipt of Purchaser’s Title Objections (“Seller’s Title Response Period”), Seller shall deliver to Purchaser written notice of whether it agrees to cure the Title Objections; provided that except as expressly set forth below Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of cure Purchaser's ’s Title Objections. Any Title Objections that Seller expressly agrees in writing to cure shall be cured by Seller prior to Closing, and the cure of such Title Objections shall be a condition precedent to Purchaser’s obligation to consummate Closing hereunder. If Seller does not agree in writing, during Seller’s Title Response Period, to cure all Title Objections identified by Purchaser at or prior to Closing, Seller shall not be obligated to cure such Title Objections, and Purchaser’s sole recourse shall be to terminate this Agreement. Notwithstanding the foregoing, on or before Closing, Seller shall pay or otherwise satisfy (i) any mortgages on not have the Real Estate, and (ii) other monetary liens against the Real Estate. Seller, at its sole option, may attempt right to refuse to cure any Title Objection which relates to any mortgages, deeds of trust or satisfy all or a portion of Purchaser's other security interests with which Seller voluntarily encumbered the Property, provided, however, such liens may continue to encumber the Property at Closing if the Title Objections prior to the Closing Date. If Seller Company is willing to attempt to cure or satisfy all or insure over such liens in a portion of Purchaser's Title Objections, Seller shall provide written notice manner acceptable to Purchaser of those objections Seller will attempt to cure or satisfy (“Seller's Notice”) within five (5) calendar days of receipt of Purchaser’s Title Objections, if anyand such liens are released promptly following the Closing. Seller’s failure obligation to deliver a Seller’s Notice within cause the release of any such time period shall be deemed an election by Seller not to cure or satisfy any objections. If Seller notifies Purchaser that it is unwilling to cure or satisfy all or certain of Purchaser's Title Objections or Seller fails to provide a Seller’s Notice, Purchaser shall have the option (as its sole and exclusive remedy) to terminate this Agreement by delivering written notice thereof to Seller which notice must be delivered within five (5) calendar days after the delivery of a Seller's Notice (or Seller’s deemed election not to cure or satisfy and objections). If Purchaser fails to terminate this Agreement as set forth in this Section 5.2, such termination right shall be waived and Purchaser shall proceed to Closing without adjustment liens pursuant to the Purchase Price. If Purchaser immediately preceding sentence shall duly give such termination notice, then the Escrow Agent shall return to Purchaser the Deposit, this Agreement shall immediately terminate and be deemed null and void, and neither party shall have any further rights or obligations hereundersurvive Closing.

Title Objections. Within fifteen (15) days after receiving the later of the Title Commitment or the Survey for any given Terminal, Buyer shall notify Seller shall have no obligation to take if the Title Commitment or Survey for that Survey reveals any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser's Title Objections. Notwithstanding the foregoing, on or before Closing, Seller shall pay or otherwise satisfy (i) any mortgages on the Real Estate, and (ii) other monetary liens against the Real Estate. Seller, at its sole option, may attempt to cure or satisfy all or a portion of Purchaser's Title Objections prior to the Closing Date. If Seller is willing to attempt unable or unwilling to cure or satisfy all or a portion of Purchaser's any Title Objections, Seller shall will provide written notice thereof to Purchaser Buyer within fifteen (15) days following receipt of those objections notice of Title Objections from Buyer and Buyer shall have the right, at its option, by written notice to Seller within fifteen (15) days following receipt of Seller's written notice, either (i) to terminate this Agreement and obtain from Seller 50% of the cost of the Surveys for the Binghamton Terminal and the Malvern Terminal, whereafter both Parties shall be relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer's failure to exercise the right to terminate within the said fifteen (15) day period shall constitute a waiver of Buyer's right to terminate with respect to such title matters. However, if Seller elects to cure the Title Objections (although Seller will attempt have no such obligation to do so), Seller shall provide Buyer with notice of its intention to cure same within the fifteen (15) days aforesaid and Seller shall have an opportunity, at its expense, to remove such Title Objections within sixty (60) days following receipt of written notice from Buyer identifying the Title Objections (the "Title Cure Period"). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or satisfy (“Seller's Notice”) within five (5) calendar days of receipt of Purchaser’s remove any Title Objections, if any. Seller’s failure to deliver a Seller’s Notice within such time period shall be deemed an election by Seller not to cure or satisfy any objections. If Seller notifies Purchaser that it is unwilling unable to cure or satisfy all or certain of Purchaser's any Title Objections within the Title Cure Period that, in the reasonable opinion of the Title Company or Seller fails Buyer, must be cured in order to provide a Seller’s Noticedeliver good and marketable title, Purchaser shall have the option (Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within fifteen (15) days after expiration of the Title Cure Period, elect either to (i) terminate this Agreement by delivering written notice thereof to and obtain from Seller which notice must be delivered within five (5) calendar days after 50% of the delivery cost of a Seller's Notice (or Seller’s deemed election not to cure or satisfy the Surveys for the Binghamton Terminal and objections). If Purchaser fails to terminate this Agreement as set forth in this Section 5.2the Malvern Terminal, such termination right whereafter both Parties shall be waived relieved and Purchaser shall proceed to Closing without adjustment to the Purchase Price. If Purchaser shall duly give such termination noticedischarged of any rights, then the Escrow Agent shall return to Purchaser the Deposit, this Agreement shall immediately terminate and be deemed null and void, and neither party shall have any further rights liabilities or obligations hereunder., or (ii) to waive such defect and any other obligation under this Agreement of Seller to deliver good and marketable title with respect to such defect and proceed to Closing..

Title Objections. Buyer shall have until 11:59 p.m. (Pacific Time) on the Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. No more than five (5) days after Seller’s receipt of any such notice of disapproval from Buyer, Seller shall have notify Buyer in writing of any disapproved title exceptions that Seller is unable or unwilling to cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller shall, at no obligation to take any steps or bring any action or proceeding or otherwise to incur any effort cost or expense whatsoever to eliminate Buyer: (i) remove any liens or modify encumbrances securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of Purchaser's the Title ObjectionsPolicy as hereinafter defined, in form and content reasonably acceptable to Seller. Notwithstanding the foregoing, Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing, Seller shall pay or otherwise satisfy (i) any mortgages on the Real Estate, and (ii) other monetary liens against the Real Estate. Seller, at its sole option, may attempt to cure or satisfy all or a portion of Purchaser's Title Objections prior to the Closing Date. If Seller is willing indicates its unwillingness or inability to attempt cause the elimination of any disapproved title exception, including as a result of failing to cure or satisfy all or a portion of Purchaser's Title Objections, Seller shall provide written notice to Purchaser of those objections Seller will attempt to cure or satisfy (“Seller's Notice”) respond within the five (5) calendar days of receipt of Purchaser’s Title Objectionsprovided above, if any. Seller’s failure to deliver a Seller’s Notice within such time period shall be deemed an election by Seller not to cure or satisfy any objections. If Seller notifies Purchaser that it is unwilling to cure or satisfy all or certain of Purchaser's Title Objections or Seller fails to provide a Seller’s Notice, Purchaser shall then Buyer will have the option (as its sole and exclusive remedy) to terminate this Agreement by delivering written notice thereof to Seller which notice must be delivered within five (5) calendar days after the delivery its receipt of a Seller's Notice ’s notification (or expiration of said five (5) day period for Seller’s deemed election not response) to cure either: (i) waive its objection to the disapproved title exception and cause this Agreement to remain in full force and effect; or satisfy and objections). If Purchaser fails to (ii) terminate this Agreement as set forth in this Section 5.2, such termination right shall be waived accordance with the provisions of Sections 4.2 and Purchaser shall proceed to Closing without adjustment to the Purchase Price4.3 above. If Purchaser shall duly give Xxxxx fails to notify Seller of its election of one of the two options stated in the preceding sentence within such termination notice5-day period, then the Escrow Agent shall return to Purchaser the Deposit, this Agreement shall immediately terminate and Buyer will be deemed null and voidto have waived its objection to any disapproved title exception, and neither party any such exception will be deemed to be a Permitted Exception. Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any further rights matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer, Buyer may deliver to Seller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. If Seller fails to cure all New Objections on or obligations hereunderbefore the Closing Date, Buyer may terminate this Agreement, in which event Sections 4.3(a) through (d) hereof shall apply.

Title Objections. Buyer shall have 30 days from the Binding Agreement date in which to furnish Seller with a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other facts affecting the marketability of the Property as revealed by a current title examination and survey. Seller shall have no obligation 14 days from the receipt of such objections (the "Title Cure Period") to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser's Title Objectionscure all valid title objections. Notwithstanding the foregoing, on or before Closing, Seller shall pay satisfy any existing liens or otherwise satisfy (i) any mortgages on the Real Estate, and (ii) other monetary liens against the Real Estate. Seller, at its sole option, may attempt to cure or satisfy all or a portion of Purchaser's encumbrances identified by Buyer as Title Objections which may be satisfied by the payment of a sum certain prior to the Closing DateClosing. If Seller is willing to attempt to cure or satisfy all or a portion of Purchaser's Title Objections, Seller shall provide written notice to Purchaser of those objections Seller will attempt to cure or satisfy (“Except for Seller's Notice”) within five (5) calendar days of receipt of Purchaser’s Title Objectionsobligations in the preceding sentence, if any. Seller’s failure to deliver a Seller’s Notice within such time period shall be deemed an election by Seller not to cure or satisfy any objections. If Seller notifies Purchaser that it is unwilling to cure or satisfy all or certain of Purchaser's Title Objections or Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then within five days of the expiration of the Title Cure Period, Buyer may as Buyer's sole remedies: (1) rescind the transaction contemplated hereby, in which case Buyer shall be entitled to the return of Buyer's Xxxxxxx Money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a Seller’s Notice, Purchaser period of up to fifteen days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer's rights hereunder. Buyer shall have the option (as its sole right to re-examine title prior to Closing and exclusive remedy) to terminate this Agreement by delivering written notice thereof to notify Seller at Closing of any title objections which notice must be delivered within five (5) calendar days appear of record after the delivery date of a SellerBuyer's Notice (or Seller’s deemed election not to cure or satisfy initial title examination and objections). If Purchaser fails to terminate this Agreement as set forth in this Section 5.2, such termination right shall be waived and Purchaser shall proceed to Closing without adjustment to the Purchase Price. If Purchaser shall duly give such termination notice, then the Escrow Agent shall return to Purchaser the Deposit, this Agreement shall immediately terminate and be deemed null and void, and neither party shall have any further rights or obligations hereunderbefore Closing.

Title Objections. Within fifteen (15) days after receiving the later of the Title Commitment or the Survey, Buyer shall notify Seller shall have no obligation to take if the Title Commitment or Survey reveals any steps liens, encumbrances, claims or bring exceptions (including, without limitation, any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser's matters set forth on Schedule 5.4) that, in Buyer’s reasonable judgment, are unacceptable (“Title Objections. Notwithstanding the foregoing, on or before Closing, Seller shall pay or otherwise satisfy (i) any mortgages on the Real Estate, and (ii) other monetary liens against the Real Estate. Seller, at its sole option, may attempt to cure or satisfy all or a portion of Purchaser's Title Objections prior to the Closing Date”). If Seller is willing to attempt unable or unwilling to cure or satisfy all or a portion of Purchaser's any Title Objections, Seller shall will provide written notice thereof to Purchaser Buyer within fifteen (15) days following receipt of those objections notice of Title Objections from Buyer and Buyer shall have the right, at its option, by written notice to Seller within fifteen (15) days following receipt of Seller’s written notice, either (i) to terminate this Agreement and obtain a refund of the Xxxxxxx Money and all interest thereon, after which both Parties shall be relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer’s failure to exercise the right to terminate within the said fifteen (15) day period shall constitute a waiver of Buyer’s right to terminate with respect to such title matters. However, if Seller elects to cure the Title Objections (although Seller will attempt have no such obligation to do so), Seller shall provide Buyer with notice of its intention to cure same within the fifteen (15) days aforesaid and Seller shall have an opportunity, at its expense, to remove such Title Objections within sixty (60) days following receipt of written notice from Buyer identifying the Title Objections (the “Title Cure Period”). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or satisfy (“Seller's Notice”) within five (5) calendar days of receipt of Purchaser’s remove any Title Objections, if any. Seller’s failure to deliver a Seller’s Notice within such time period shall be deemed an election by Seller not to cure or satisfy any objections. If Seller notifies Purchaser that it is unwilling unable to cure or satisfy all or certain of Purchaser's any Title Objections within the Title Cure Period that, in the reasonable opinion of the Title Company or Seller fails Buyer, must be cured in order to provide a Seller’s Noticedeliver good and marketable title, Purchaser shall have the option (Buyer may, as its sole and exclusive remedy, and upon written notice to Seller within fifteen (15) to days after expiration of the Title Cure Period, terminate this Agreement by delivering written notice thereof Agreement, in which event the Xxxxxxx Money shall be fully refunded to Seller which notice must Buyer. Any changes to the Title Commitment or the Survey prior to the Closing and subsequent to the Buyer’s receipt of the Title Commitment or the Survey will be delivered within five (5) calendar days after subject to the delivery Title Objections procedures of a Seller's Notice (or Seller’s deemed election not to cure or satisfy and objections). If Purchaser fails to terminate this Agreement as set forth in this Section 5.211.3, commencing as of the date Buyer obtains knowledge of such termination right shall be waived and Purchaser shall proceed to Closing without adjustment to the Purchase Price. If Purchaser shall duly give such termination notice, then the Escrow Agent shall return to Purchaser the Deposit, this Agreement shall immediately terminate and be deemed null and void, and neither party shall have any further rights or obligations hereundermaterial change.