Common use of Agreements Regarding Owned Real Property Clause in Contracts

Agreements Regarding Owned Real Property. Seller has caused the Title Insurer to issue commitments to insure marketable fee simple title to the Owned Real Property subject to the matters described therein. If there are any new Encumbrances other than Permitted Encumbrances affecting the Owned Real Property as shown in any updated or supplemental commitment delivered to Purchaser prior to Closing, Purchaser shall have five (5) calendar days from the date Purchaser receives written notice from the Title Insurer or Seller of such Encumbrance, to disapprove any of the same by written notice to Seller specifying which matters are disapproved by Purchaser. If Seller receives such a notice, Seller shall give written notice to Purchaser within three (3) Business Days thereafter of: (a) Seller’s elimination of or agreement to eliminate those disapproved matters; (b) Seller’s agreement to provide at Seller’s sole expense such title insurance endorsements relating thereto as are acceptable to Purchaser pursuant hereto, prior to Closing; or (c) Seller’s refusal to eliminate the disapproved matters. If Seller gives Purchaser written notice pursuant to clause (c), or fails to give written notice to Purchaser as required by the immediately preceding sentence, Purchaser may (as its sole remedy) elect to exclude such Owned Real Property from this Agreement (“Excluded Branch”) by giving Seller written notice. In the event that a Branch becomes an Excluded Branch, the real property associated with the Excluded Branch shall no longer be deemed to be “Owned Real Property” (and the consideration to be paid by Purchaser shall be reduced by the Net Book Value of the real property associated with the Excluded Branch as included in the calculation of the Purchase Price); provided that, for the avoidance of doubt, Purchaser shall remain obligated to, in accordance with the terms of this Agreement, (i) purchase all other Assets and assume all other Assumed Liabilities associated with the Excluded Branch (other than the Personal Property and the Safe Deposit Agreements (and the associated safe deposit boxes)) and (ii) hire all Branch Employees related to the Excluded Branch. Notwithstanding the foregoing, Purchaser need not disapprove any mortgages, deeds of trust, mechanic’s liens, federal and state tax liens, and similar items representing monetary liens, as Seller shall cause all of said items to be eliminated or insured over by the Title Insurer at Seller’s sole expense prior to or in conjunction with the Closing. On the Closing Date, Seller and Purchaser shall instruct the Title Insurer to file and record any and all documents necessary in order that the legal and equitable title to Owned Real Property shall be duly vested in Purchaser. The title insurance with respect to the Owned Real Property and all escrow closing costs shall be borne equally by Purchaser and Seller.

Agreements Regarding Owned Real Property. Seller has caused the Madison Title Insurer Agency, LLC or another title company jointly selected by Purchaser and Seller (the “Title Insurer”) to issue commitments to insure marketable fee simple title to the Owned Real Property subject to the matters described thereinin the commitments (“Title Reports’”). If there are any new Encumbrances other than Permitted Encumbrances affecting the Owned Real Property as shown in any updated or supplemental commitment Title Report delivered to Purchaser prior to Closing, Purchaser shall have five (5) calendar days from the date Purchaser receives written notice from the Title Insurer or Seller of such Encumbrance, to disapprove any of the same by written notice to Seller specifying which matters are disapproved by Purchaser. If Seller receives such a notice, Seller shall give written notice to Purchaser within three (3) Business Days thereafter of: (a) Seller’s elimination of or agreement to eliminate those disapproved matters; (b) Seller’s agreement to provide at Seller’s sole expense such title insurance endorsements relating thereto as are acceptable to Purchaser pursuant hereto, prior to Closing; or (c) Seller’s refusal to eliminate the disapproved matters. If Seller gives Purchaser written notice pursuant to clause (c), or fails to give written notice to Purchaser as required by the immediately preceding sentence, Purchaser may (as its sole remedy) elect to exclude such Owned Real Property Branch and its Associated Assets, Assumed Liabilities and Branch Employees from this Agreement (“Excluded Branch”) by giving Seller written notice. In the event that a Branch becomes an Excluded Branch, the real property associated with the Excluded Branch shall no longer be deemed to be “Owned Real Property” (and the consideration to be paid by Purchaser shall be reduced by the Net Book Value of the real property associated with the Excluded Branch as included in the calculation of the Purchase Price); provided that, for the avoidance of doubt, Purchaser shall remain obligated to, in accordance with the terms of this Agreement, (i) purchase all other Assets and assume all other Assumed Liabilities associated with the Excluded Branch (other than the Personal Property and the Safe Deposit Agreements (and the associated safe deposit boxes)) and (ii) hire all Branch Employees related to the Excluded Branch. Notwithstanding the foregoing, Purchaser need not disapprove any mortgages, deeds of trust, mechanic’s liens, federal and state tax liens, and similar items representing monetary liensliens (a “Monetary Lien”), as Seller shall cause all of said items to be eliminated or insured over by the Title Insurer at Seller’s sole expense prior to or in conjunction with the Closing. On the Closing Date, Seller and Purchaser shall instruct the Title Insurer to file and record any and all documents necessary in order that the legal and equitable title to Owned Real Property shall be duly vested in Purchaser. The title insurance with respect to the Owned Real Property and all escrow closing costs shall be borne equally by Purchaser and Seller.

Agreements Regarding Owned Real Property. Seller has caused the title company selected by Purchaser and reasonably acceptable to Seller (the “Title Insurer Insurer”) to issue commitments to insure marketable fee simple title to the Owned Real Property subject to the matters described thereinin the commitments (“Title Reports”). If there are any new Encumbrances other than Permitted Encumbrances affecting the Owned Real Property as shown in any updated or supplemental commitment Title Report delivered to Purchaser prior to Closing, Purchaser shall have five (5) calendar days from the date Purchaser receives written notice from the Title Insurer or Seller of such Encumbrance, to disapprove any of the same by written notice to Seller specifying which matters are disapproved by Purchaser. If Seller receives such a notice, Seller shall give written notice to Purchaser within three (3) Business Days thereafter of: (a) Seller’s elimination of or agreement to eliminate those disapproved matters; (b) Seller’s agreement to provide at Seller’s sole expense such title insurance endorsements relating thereto as are acceptable to Purchaser pursuant hereto, prior to Closing; or (c) Seller’s refusal to eliminate the disapproved matters. If Seller gives Purchaser written notice pursuant to clause (c), or fails to give written notice to Purchaser as required by the immediately preceding sentence, Purchaser may (as its sole remedy) elect to exclude such Owned Real Property from this Agreement (“Excluded Branch”) by giving Seller written notice. In the event that a Branch becomes an Excluded Branch, the real property associated with the Excluded Branch shall no longer be deemed to be “Owned Real Property” (and the consideration to be paid by Purchaser shall be reduced by the Net Book Value of the real property associated with the Excluded Branch as included in the calculation of the Purchase Price); provided that, for the avoidance of doubt, Purchaser shall remain obligated to, in accordance with the terms of this Agreement, (i) purchase all other Assets and assume all other Assumed Liabilities associated with the Excluded Branch (other than the Personal Property and the Safe Deposit Agreements (and the associated safe deposit boxes)) and (ii) hire all Branch Employees related to the Excluded Branch. Notwithstanding the foregoing, Purchaser need not disapprove any mortgages, deeds of trust, mechanic’s liens, federal and state tax liens, and similar items representing monetary liensliens (a “Monetary Lien”), as Seller shall cause all of said items to be eliminated or insured over by the Title Insurer at Seller’s sole expense prior to or in conjunction with the Closing. On the Closing Date, Seller and Purchaser shall instruct the Title Insurer to file and record any and all documents necessary in order that the legal and equitable title to Owned Real Property shall be duly vested in Purchaser. The title insurance with respect to the Owned Real Property and all escrow closing costs shall be borne equally by Purchaser and Seller.

Agreements Regarding Owned Real Property. Seller has caused the Madison Title Insurer Agency, LLC or another title company jointly selected by Purchaser and Seller (the “Title Insurer”) to issue commitments to insure marketable fee simple title to the Owned Real Property subject to the matters described thereinin the commitments (“Title Reports”). If there are any new Encumbrances other than Permitted Encumbrances affecting the Owned Real Property as shown in any updated or supplemental commitment Title Report delivered to Purchaser prior to Closing, Purchaser shall have five (5) calendar days from the date Purchaser receives written notice from the Title Insurer or Seller of such Encumbrance, to disapprove any of the same by written notice to Seller specifying which matters are disapproved by Purchaser. If Seller receives such a notice, Seller shall give written notice to Purchaser within three (3) Business Days thereafter of: (a) Seller’s elimination of or agreement to eliminate those disapproved matters; (b) Seller’s agreement to provide at Seller’s sole expense such title insurance endorsements relating thereto as are acceptable to Purchaser pursuant hereto, prior to Closing; or (c) Seller’s refusal to eliminate the disapproved matters. If Seller gives Purchaser written notice pursuant to clause (c), or fails to give written notice to Purchaser as required by the immediately preceding sentence, Purchaser may (as its sole remedy) elect to exclude such Owned Real Property Branch and its Associated Assets, Assumed Liabilities and Branch Employees from this Agreement (“Excluded Branch”) by giving Seller written notice. In the event that a Branch becomes an Excluded Branch, the real property associated with the Excluded Branch shall no longer be deemed to be “Owned Real Property” (and the consideration to be paid by Purchaser shall be reduced by the Net Book Value of the real property associated with the Excluded Branch as included in the calculation of the Purchase Price); provided that, for the avoidance of doubt, Purchaser shall remain obligated to, in accordance with the terms of this Agreement, (i) purchase all other Assets and assume all other Assumed Liabilities associated with the Excluded Branch (other than the Personal Property and the Safe Deposit Agreements (and the associated safe deposit boxes)) and (ii) hire all Branch Employees related to the Excluded Branch. Notwithstanding the foregoing, Purchaser need not disapprove any mortgages, deeds of trust, mechanic’s liens, federal and state tax liens, and similar items representing monetary liensliens (a “Monetary Lien”), as Seller shall cause all of said items to be eliminated or insured over by the Title Insurer at Seller’s sole expense prior to or in conjunction with the Closing. On the Closing Date, Seller and Purchaser shall instruct the Title Insurer to file and record any and all documents necessary in order that the legal and equitable title to Owned Real Property shall be duly vested in Purchaser. The title insurance with respect to the Owned Real Property and all escrow closing costs shall be borne equally by Purchaser and Seller.