Common use of Objections to Title Clause in Contracts

Objections to Title. If, as to the Property and any easements to be conveyed, any Commitment or Survey (or any subsequent commitment or survey) requested or received by Buyer after the date of this Contract shall reflect that Seller’s title is subject to matters or conditions that exist on the Property, and such matters are not acceptable to Buyer in Buyer’s sole discretion, and Buyer shall notify Seller of Buyer’s objections to the same in writing within thirty (30) days from Buyer’s receipt of the Commitment (or subsequent commitment or survey) and the Exception Documents for same (hereinafter said time period is referred to as the "Review Period"), time being of the essence, the same shall be treated as defect(s) in title. Unless Buyer delivers written notice to Seller of Buyer’s objections to title and survey matters within said Review Period, time being of the essence, it shall be conclusively deemed that Buyer has accepted title to the Property in its then existing condition. Seller shall have ten (10) days from and after receipt of Buyer’s objections to notify Buyer whether or not Seller intends to cure any matters timely raised as objections. In the event that Seller notifies Buyer that it elects not to cure any matters timely raised by Buyer as objections, then Buyer shall have the option of either: (i) closing on the Property in accordance with the terms and provisions hereof and accepting title in its then existing condition; or (ii) at Buyer’s election by notice to Seller within fifteen (15) days from and after the date on which Buyer receives Seller’s notice regarding actions that Seller will and/or will not take with respect to curing Buyer’s objections, the Contract may be terminated by Buyer, and Seller and Buyer shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever, and Seller shall reimburse Buyer for all amounts paid by Buyer to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Termination Agreement or otherwise in connection with the ▇▇▇▇▇▇ Mining Lease. In the event that Seller fails, within the aforesaid ten (10) day period, to notify Buyer as to whether or not it will cure matters timely raised by Buyer as objections, then Seller shall be deemed to have elected to cure all matters objected to by Buyer. If Seller elects in writing to cure the same or is deemed to have elected to cure same, Seller shall have sixty (60) days from and after receipt of Buyer’s objections to cure any matters objected to and Seller agrees that Seller shall use due diligence in curing any such matters. For purposes of this Contract, a matter objected to shall be deemed cured if the Title Company is induced to remove the matter objected to from the Title Commitment such that it no longer appears as an exception thereon. If the Seller does not cure the matters objected to within said sixty (60) day period, Buyer shall have the option of either: (i) closing on the Property in accordance with the terms and provisions hereof and accepting title in its then existing condition; or (ii) at Buyer’s election by notice to Seller, the Contract may be terminated and Seller and Buyer shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever and (a) Seller shall reimburse Buyer for all amounts paid by Buyer to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Termination Agreement or otherwise in connection with the ▇▇▇▇▇▇ Mining Lease, and (b) Seller shall be in default hereunder due to its failure to cure items which Seller elected to cure, or was deemed to have elected to cure, and Buyer shall have Buyer's rights and remedies under Article IX hereof. If Buyer shall fail to terminate the transaction then contemplated by this Contract by giving notice of the same to Seller within fifteen (15) days from and after the expiration of said sixty (60) day period, time being of the essence, then it shall be deemed that Buyer has accepted title in its then existing condition and Buyer shall proceed to close such transaction in accordance with the terms and conditions hereof.

Objections to Title. IfAll exceptions, as objections and encumbrances to title listed in the Property and any easements Title Commitments are deemed to be conveyed, any Commitment or Survey (or any subsequent commitment or survey) requested or received by Buyer after the date of this Contract shall reflect that Seller’s title is subject to matters or conditions that exist on the Property, and such matters are not acceptable to Buyer in Buyer’s sole discretion, and Buyer shall notify Seller of Buyer’s objections to the same in writing within thirty (30) days from Buyer’s receipt of the Commitment (or subsequent commitment or survey) and the Exception Documents for same (hereinafter said time period is referred to as the "Review Period"), time being of the essence, the same shall be treated as defect(s) in titlePermitted Exceptions. Unless Buyer delivers written notice to Seller of Buyer’s objections to title and survey matters within said Review Period, time being of the essence, it shall be conclusively deemed that Buyer has accepted title to the Property in its then existing condition. Seller shall have Within ten (10) days from and Business Days after receipt of Buyeran update to the Title Commitments, both Purchasing Parties shall deliver to POPLP’s objections attorneys a notice setting forth the following (a “Title Objection Notice”): (a) any Title Objection to notify Buyer whether or not Seller intends to cure which the Purchasing Parties object; (b) if any matters timely raised as objections. In the event that Seller notifies Buyer that it elects not to cure any matters timely raised by Buyer as objections, then Buyer shall have the option of either: such Title Objection(s) are Fixed Financial Obligations (i) closing on such Purchasing Party’s allegation of any Default Losses arising from any such new Title Objection(s) and (ii) the Property aggregate Default Losses alleged in accordance with all Title Objection Notices and Default Losses Notices (defined below) to date; (c) if any such Title Objection(s) are not Fixed Financial Obligations, whether the terms Purchasing Party are alleging a Material Adverse Title Effect; (d) if the Purchasing Parties are alleging aggregate Default Losses in excess of the Cap Amount or a Material Adverse Title Effect, then whether the Purchasing Parties are (i) waiving the Material Adverse Title Effect and/or all rights and provisions hereof and accepting title remedies arising from any of the alleged Default Losses in its then existing condition; excess of the Cap Amount (any Title Objection Notice pursuant to which the Purchasing Parties does not elect to terminate the Agreement being a Damages Notice) or (ii) at Buyer’s election by notice to Seller within fifteen terminating the Agreement (15) days from and after the date on which Buyer receives Seller’s notice regarding actions that Seller will and/or will not take with respect to curing Buyer’s objections, the Contract may be terminated by Buyer, and Seller and Buyer shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever, and Seller shall reimburse Buyer for all amounts paid by Buyer to ▇▇▇▇▇▇ Title Objection Notice pursuant to which the ▇▇▇▇▇▇ Termination Agreement or otherwise in connection with the ▇▇▇▇▇▇ Mining Lease. In the event that Seller fails, within the aforesaid ten (10) day period, to notify Buyer as to whether or not it will cure matters timely raised by Buyer as objections, then Seller shall be deemed to have elected to cure all matters objected to by Buyer. If Seller elects in writing to cure the same or is deemed to have elected to cure same, Seller shall have sixty (60) days from and after receipt of Buyer’s objections to cure any matters objected to and Seller agrees that Seller shall use due diligence in curing any such matters. For purposes of this Contract, a matter objected to shall be deemed cured if the Title Company is induced to remove the matter objected to from the Title Commitment such that it no longer appears as an exception thereon. If the Seller does not cure the matters objected to within said sixty (60) day period, Buyer shall have the option of either: (i) closing on the Property in accordance with the terms and provisions hereof and accepting title in its then existing condition; or (ii) at Buyer’s election by notice to Seller, the Contract may be terminated and Seller and Buyer shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever and (a) Seller shall reimburse Buyer for all amounts paid by Buyer to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Termination Agreement or otherwise in connection with the ▇▇▇▇▇▇ Mining Lease, and (b) Seller shall be in default hereunder due to its failure to cure items which Seller elected to cure, or was deemed to have elected to cure, and Buyer shall have Buyer's rights and remedies under Article IX hereof. If Buyer shall fail Purchasing Parties elect to terminate the transaction then contemplated by this Contract by giving notice Agreement being a Termination Notice); it being understood that, either Purchasing Party, acting unilaterally, or both of the same Purchasing Parties, acting together, may elect to Seller within fifteen (15) days from and after the expiration of said sixty (60) day period, time being of the essence, then it shall be deemed that Buyer has accepted title in its then existing condition and Buyer shall proceed to close such transaction in accordance with the terms and conditions hereofterminate this Agreement.

Objections to Title. If, as to the Property and any easements to be conveyed, any Commitment or Survey (or any subsequent commitment or survey) requested or received by Buyer after the date of this Contract shall reflect that Seller’s title is subject to matters or conditions that exist on the Property, and such matters are not acceptable to Buyer in Buyer’s sole discretion, and Buyer shall notify Seller of Buyer’s objections to the same in writing within thirty (30) days from Buyer’s receipt of the Commitment (or subsequent commitment or survey) and the Exception Documents for same (hereinafter said time period is referred to as the "Review Period"), time being of the essence, the same shall be treated as defect(s) in title. Unless Buyer delivers written notice to Seller of Buyer’s objections to title and survey matters within said Review Period, time being of the essence, it shall be conclusively deemed that Buyer has accepted title to the Property in its then existing condition. Seller shall have ten provide Buyer with a preliminary report (10"Report") days from and after receipt of Buyer’s objections to notify Buyer whether or not Seller intends to cure any matters timely raised as objections. In the event that Seller notifies Buyer that it elects not to cure any matters timely raised by Buyer as objections, then Buyer shall have the option of either: (i) closing title on the Property in accordance with the terms and provisions hereof and accepting title in its then existing condition; or (ii) at Buyer’s election issued by notice to Seller within fifteen (15) days from and after the date on which Buyer receives Seller’s notice regarding actions that Seller will and/or will not take with respect to curing Buyer’s objections, the Contract may be terminated by Buyer, and Seller and Buyer shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever, and Seller shall reimburse Buyer for all amounts paid by Buyer to ▇▇▇▇▇▇ pursuant Holder and legible copies of all recorded documents referenced in the Report, promptly after execution of this Agreement. Buyer shall have until the Due Diligence Date in which to the ▇inspect title and obtain agreement with Seller to cure any objections that ▇▇▇▇▇ Termination Agreement or otherwise has to the title described in connection with the ▇▇▇▇▇▇ Mining Lease. In the event Report, and provided further however that if Seller agrees to cure any such objections, Seller shall only be required to cure those objections that Seller fails, within the aforesaid ten (10) day period, to notify notifies Buyer as to whether or not it in writing Seller will cure matters timely raised (the "Disapproved Exceptions"). If Seller fails to cure all Disapproved Exceptions by the Close of Escrow, Buyer as objectionsmay either (i) terminate this Agreement and cancel the Escrow by written notice to Seller prior to the Close of Escrow (and receive a refund of the First Deposit and the Second Deposit, then Seller and all interest accruing thereon) or (ii) Buyer may proceed under this Agreement and Close Escrow in which case Buyer shall be deemed to have elected to cure all matters objected to approved the Disapproved Exceptions not cured by Buyer. If Seller elects Seller, provided however that in writing to cure the same or is deemed to have elected to cure same, Seller shall have sixty (60) days from and after receipt of Buyer’s objections to cure any matters objected to and Seller agrees that Seller shall use due diligence in curing any such matters. For purposes of this Contract, a matter objected to shall be deemed cured if the Title Company is induced to remove the matter objected to from the Title Commitment such that it no longer appears as an exception thereon. If the Seller does not cure the matters objected to within said sixty (60) day periodeither case, Buyer shall have no other remedies against Seller nor shall Seller have any further responsibilities or liabilities to Buyer except, in the option event of either: (i) closing on Buyer's termination of this Agreement, for return of the Property in accordance with First and Second Deposits, to the terms and provisions hereof and accepting title in its then existing condition; or (ii) at Buyer’s election by notice to Sellerextent paid, the Contract may be terminated and Seller and Buyer shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever and (a) Seller shall reimburse Buyer for all amounts paid by Buyer to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Termination Agreement or otherwise in connection with the ▇▇▇▇▇▇ Mining Lease, and (b) Seller shall be in default hereunder due to its failure to cure items which Seller elected to cure, or was deemed to have elected to cure, and Buyer shall have Buyer's rights and remedies under Article IX hereofinterest accruing thereon. If Buyer shall fail does not obtain agreement with Seller to cure all of Buyer's objections to title, Buyer may in Buyer's sole discretion terminate the transaction then contemplated by this Contract by giving notice Agreement prior to expiration of the same Due Diligence Date in the manner provided in Paragraph 4(d) and, in that event, this Agreement shall terminate and neither party shall have any further responsibility or liability to the other except that Seller within fifteen (15) days from shall return to Buyer the First Deposit and after the expiration Second Deposit, if paid, and all interest accruing thereon and except for those obligations of said sixty (60) day period, time being Buyer specifically described in this Agreement as surviving the termination of the essence, then it shall be deemed that Buyer has accepted title in its then existing condition and Buyer shall proceed to close such transaction in accordance with the terms and conditions hereofthis Agreement.

Objections to Title. If, as to In the event that the Title Commitment shall show that the Property and any easements to be conveyed, any Commitment or Survey (or any subsequent commitment or survey) requested or received by Buyer after the date of this Contract shall reflect that Seller’s title is subject to matters encumbrances to which Purchaser objects, then Purchaser may elect: (a) to waive any objection to such encumbrances and proceed to Closing, subject to the obligation of Seller to pay and remove or conditions otherwise bond over in a manner reasonably acceptable to Purchaser all Monetary Encumbrances (as hereinafter defined), or (b) to terminate this Agreement, in which event the Earnest Money and any interest thereon shall be returned to Pur▇▇▇▇▇▇, and, upon the receipt thereof by Purchaser, all obligations hereunder shall be null and void and of no further force or effect, or (c) to deliver written notice to Seller, within the time periods set forth hereinabove in Section 4.1, of Purchaser's objections to such encumbrances ("Purchaser's Title Objection Notice"). Seller shall be obligated to pay and discharge or otherwise bond over in a manner reasonably acceptable to Purchaser at or prior to Closing all mortgages, deeds to secure debt, security agreements, mechanic's and materialmen's liens, judgment liens, tax liens and assessments, and other encumbrances for the benefit of Purchaser that exist on can be cured by the payment of a sum certain ("Monetary Encumbrances") encumbering the Property. Within five (5) business days after Seller's receipt of Purchaser's Title Objection Notice, Seller shall deliver written notice to Purchaser stating whether Seller agrees to remove any of such encumbrances (other than the Monetary Encumbrances) which are objected to in Purchaser's Title Objection Notice (the "Non-Monetary Encumbrances"). Seller shall have no obligation to remove any such Non-Monetary Encumbrances, and such matters are if Seller does not acceptable agree to Buyer in Buyer’s sole discretion, and Buyer shall notify Seller of Buyer’s objections to the same in writing within thirty (30) days from Buyer’s receipt remove some or all of the Commitment (or subsequent commitment or survey) and Non-Monetary Encumbrances, Purchaser shall have the Exception Documents for same (hereinafter said time period is referred to as the "Review Period")right, time being of the essence, the same shall be treated as defect(s) in title. Unless Buyer delivers upon written notice to Seller of Buyer’s objections to title and survey matters within said Review Period, time being of acquire the essence, it shall be conclusively deemed that Buyer has accepted title Property subject to the Property in its then existing conditionunsatisfied Non-Monetary Encumbrances. Seller shall have ten Within five (105) business days from and after Purchaser's receipt of Buyer’s objections Seller's written response, Purchaser, at Purchaser's election, shall provide written notice to notify Buyer whether or not Seller intends to cure any matters timely raised as objections. In (the event that Seller notifies Buyer "Title Notice") that it elects not has elected to cure any matters timely raised by Buyer as objections, then Buyer shall have the option of either: (i) closing on acquire the Property in accordance with the terms and provisions hereof and accepting title in its then existing condition; subject to such Non-Monetary Encumbrances or (ii) at Buyer’s election by notice terminate this Agreement. If Purchaser elects to Seller within fifteen (15) days from terminate this Agreement, then the Earnest Money and after the date on which Buyer receives Seller’s notice regarding actions that Seller will and/or will not take with respect to curing Buyer’s objections, the Contract may be terminated by Buyer, and Seller and Buyer any interest thereon shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever, and Seller shall reimburse Buyer for all amounts paid by Buyer delivered to ▇▇▇▇▇▇ pursuant ▇ser, and upon the receipt thereof by Purchaser, all obligations hereunder shall be null and void and of no further force and effect, except those stated herein to survive any such termination. Purchaser's failure to timely deliver the Title Notice shall be deemed its election to acquire the Property subject to such Non-Monetary Encumbrances. If Purchaser elects to terminate this Agreement by sending Title Notice thereof, then, in such event the Earnest Money and any interest thereon shall be delivered to Purcha▇▇▇, ▇nd upon the receipt thereof by Purchaser, all obligations hereunder shall be null and void and of no further force and effect, except those stated herein to survive any such termination. If Purchaser does not terminate this Agreement within such time period, Purchaser shall be deemed to have waived its objection to such Non-Monetary Encumbrance. If, on or before the date of Closing, Seller either fails to pay and discharge any Monetary Encumbrance or fails to remove any Non-Monetary Encumbrance which Seller has agreed to remove, Purchaser, at Purchaser's election, may (i) waive such objections and proceed to Closing; (ii) terminate this Agreement, in which such event the Earnest Money and any interest thereon shall be delivered to Purc▇▇▇▇▇ Termination Agreement and, upon the receipt thereof, all obligations hereunder shall be null and void and of no further force and effect, except those stated herein to survive any such termination; or otherwise (iii) with respect to any Monetary Encumbrance, proceed to Closing, satisfy such Monetary Encumbrance and receive a credit against the Purchase Price in connection with the ▇▇▇▇▇▇ Mining Leaseamount of such Monetary Encumbrance. In the event Any Non-Monetary Encumbrances that Seller fails, Purchaser waives or to which Purchaser fails to object within the aforesaid ten (10) day period, to notify Buyer as to whether or not it will cure matters timely raised by Buyer as objections, then Seller designated time period shall be deemed to have elected to cure all matters objected to by Buyer. If Seller elects be included in writing to cure the same or is deemed to have elected to cure same, Seller shall have sixty (60) days from and after receipt of Buyer’s objections to cure any matters objected to and Seller agrees that Seller shall use due diligence in curing any such matters. For purposes of this Contract, a matter objected to shall be deemed cured if the Title Company is induced to remove the matter objected to from the Title Commitment such that it no longer appears as an exception thereon. If the Seller does not cure the matters objected to within said sixty (60) day period, Buyer shall have the option of either: (i) closing on the Property in accordance with the terms and provisions hereof and accepting title in its then existing condition; or (ii) at Buyer’s election by notice to Seller, the Contract may be terminated and Seller and Buyer shall be released from any and all obligations and liabilities arising under or out of this Contract whatsoever and (a) Seller shall reimburse Buyer for all amounts paid by Buyer to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Termination Agreement or otherwise in connection with the ▇▇▇▇▇▇ Mining Lease, and (b) Seller shall be in default hereunder due to its failure to cure items which Seller elected to cure, or was deemed to have elected to cure, and Buyer shall have Buyer's rights and remedies under Article IX hereof. If Buyer shall fail to terminate the transaction then contemplated by this Contract by giving notice of the same to Seller within fifteen (15) days from and after the expiration of said sixty (60) day period, time being of the essence, then it shall be deemed that Buyer has accepted title in its then existing condition and Buyer shall proceed to close such transaction in accordance with the terms and conditions hereof"Permitted Exceptions".