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Contract analysis / title-objection-letter-stonebridge.docx
title-objection-letter-stonebridge.docx
1043-00002 · 15 clauses
High · 1 Medium · 2 Standard · 4
I. Introduction and Purpose Standard
⚑ Commercial term
I. Introduction and Purpose This firm represents Ironhaven Data Centers LLC ("IHDC" or "Buyer") in connection with that certain Purchase and Sale Agreement dated April 15, 2025 (the "PSA"), by and between Blackthorn Realty Group, Inc., a Virginia corporation ("Blackthorn" or "Seller"), and IHDC, a Delaware limited liability company, for the purchase of the approximately 62.0-acre parcel of real property located at th
II. Title Commitment Summary Standard
⚑ Commercial term
II. Title Commitment Summary For purposes of clarity and reference, the principal terms of the Title Commitment are summarized as follows: We note for the record that, in addition to the owner's title insurance policy referenced above, a lender's title insurance policy in the amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000.00) will be required by the construction lender, Summit National Bank,
III. Schedule B-II Exceptions — Specific Title Objections High
⚑ Penalty / liquidated damages
III. Schedule B-II Exceptions — Specific Title Objections Buyer has reviewed each of the exceptions listed on Schedule B-II of the Title Commitment and hereby sets forth the following specific objections and curative requests. The objections are numbered below for convenience of reference, and Buyer requests that Seller respond to each objection individually. Objection 1: Outstanding Deed of Trust / Mortgage Lien(s)
IV. Reservation of Rights
IV. Reservation of Rights Buyer expressly reserves the right to raise additional title objections, supplemental title objections, or updated title objections upon the occurrence of any of the following: (a) Completion and review of the ALTA/NSPS land title survey being prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, PLS), which is targeted for completion by June 15, 2025; (b) Completion of the Phase I
V. Requested Cure Period and Closing Coordination Standard
⚑ Commercial term
V. Requested Cure Period and Closing Coordination Pursuant to Section 7.3 of the PSA, Seller shall have a cure period in which to remedy the title objections set forth in this letter. Buyer requests that Seller cause all title objections identified herein to be fully cured, and that evidence of such cure (including copies of all recorded curative instruments, payoff confirmations, release instruments, and endorsement
VI. Request for Documents
VI. Request for Documents In furtherance of the title review and due diligence process, Buyer hereby requests that Seller provide copies of the following documents within ten (10) business days of the date of this letter (i.e., no later than May 9, 2025):
1. Complete, legible copies of all recorded easement agreements referenced as Schedule B- Medium
⚑ Assignment / subcontracting
1. Complete, legible copies of all recorded easement agreements referenced as Schedule B-II exceptions in the Title Commitment, together with any amendments, supplements, modifications, or assignments thereof.
2. Complete, legible copies of all recorded restrictive covenants, declarations, conditio
2. Complete, legible copies of all recorded restrictive covenants, declarations, conditions, deed restrictions, or similar instruments referenced as Schedule B-II exceptions in the Title Commitment, together with any amendments, supplements, modifications, releases, or terminations thereof.
3. Written payoff letters from the holder(s) of any outstanding deeds of trust, mortgages Standard
⚑ Commercial term
3. Written payoff letters from the holder(s) of any outstanding deeds of trust, mortgages, or other monetary liens encumbering the Property, reflecting the payoff amount as of the anticipated closing date (September 15, 2025), per diem interest, and wire transfer instructions.
4. Copies of any unrecorded agreements, side letters, memoranda, license agreements, leas
4. Copies of any unrecorded agreements, side letters, memoranda, license agreements, leases, occupancy agreements, or other instruments affecting the Property or any portion thereof, whether or not referenced in the Title Commitment.
5. Evidence of the authority of Donald R. Whitaker, as President of Blackthorn Realty Gro
5. Evidence of the authority of Donald R. Whitaker, as President of Blackthorn Realty Group, Inc., and Patricia Whitaker-Connolly, as General Counsel of Blackthorn Realty Group, Inc., to execute conveyance documents on behalf of Seller, including certified copies of corporate resolutions, articles of incorporation, bylaws (or relevant excerpts thereof), and a certificate of good standing from the Virginia State Corpo
6. Current real property tax bills issued by the Loudoun County Treasurer's Office for Ta
6. Current real property tax bills issued by the Loudoun County Treasurer's Office for Tax Map Ref. /95-4A-1///, and copies of any pending assessment notices, special assessment levies, or tax liens affecting the Property. Buyer requests that all documents be provided in both hard copy and electronic (PDF) format, delivered to the undersigned at the address set forth below and by electronic mail to cho@calderwoodhark
VII. Closing
VII. Closing Buyer looks forward to Seller's prompt response and full cooperation in resolving the title objections set forth in this letter. The timely cure of these objections is essential to the parties' mutual goal of closing the acquisition of the Stonebridge Parcel on or before the targeted closing date of September 15, 2025, and to Buyer's ability to commence the development of the Stonebridge Data Center Camp
1. Copy of Title Commitment No. FTE-2025-04031-SC issued by Fidelitas Title & Escrow, Inc
1. Copy of Title Commitment No. FTE-2025-04031-SC issued by Fidelitas Title & Escrow, Inc. (underwritten by Sovereign Title Insurance Company), effective date April 3, 2025
2. Schedule of Schedule B-II Exceptions with Buyer's Objection Annotations Medium
⚑ Confidentiality undertaking
2. Schedule of Schedule B-II Exceptions with Buyer's Objection Annotations CONFIDENTIAL — ATTORNEY WORK PRODUCT — PREPARED IN CONNECTION WITH PENDING REAL ESTATE TRANSACTION Item | Detail Title Commitment No. | FTE-2025-04031-SC Effective Date | April 3, 2025 Issuing Agent | Fidelitas Title & Escrow, Inc., 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147 Title Underwriter | Sovereign Title Insurance Compa