ALTA Policy Sample Clauses

ALTA Policy. The Closing is subject to the Title Company delivering to Optionee an ALTA Extended Coverage Owners Policy of Title Insurance (the "ALTA Policy") issued by the Title Company, dated on the date of the Closing, in the amount of the Purchase Price, insuring Optionee as owner of fee title to the Property subject only to those exceptions to title set forth on the Pro Forma and those exceptions shown of record at the time of Closing that are common to the area and which do not cause a materially adverse effect upon Optionee's continued use of the Property as part of a resort hotel & casino (the "Permitted Exceptions"). Optionee shall pay all costs attributable to the ALTA Policy.
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ALTA Policy. Buyer shall have the right, at Buyer’s sole cost and expense, to procure an ALTA Extended Coverage Owner’s Policy of Title Insurance (2006 ALTA Owner’s Policy Form) (each, an “ALTA Policy”) in respect to each Constituent Property as long as (a) Buyer obtains a written commitment with attached pro forma policy from the Title Company prior to the expiration of the Due Diligence Period for each ALTA Policy, and (b) the issuance of any ALTA Policy does not delay or extend the Closing Date.
Sample 1
ALTA Policy. Buyer may, at Buyer's option and expense, direct Escrow Agent to procure an ALTA extended owner's policy of title insurance from Title Insurer, with liability in the amount of the Purchase Price (provided the close of Escrow would not be thereby delayed beyond the Closing Date), in which case:
Sample 1
ALTA Policy. Notwithstanding the foregoing, at Buyer's election to be made as part of Buyer's Title Notice, the Buyer's Title Policy shall be an ALTA Extended Coverage Owner's policy, so long as Buyer furnishes any ALTA Survey required by Escrow Holder as set forth below (or, at Buyer's election, agrees to accept the survey exception required by the title insurer), and so long as the issuance of such coverage does not delay Buyer's Title Notice or the Close of Escrow. If Buyer does elect to obtain an ALTA Extended Coverage Owner's title policy, the printed exceptions and exclusions to the Buyer's Title Policy would be those common to ALTA Extended Coverage policies.
Sample 1
ALTA Policy. Buyer shall pay for the difference between the cost of the ALTA Policy and a 1988 CLTA Standard Coverage Owner's Policy of Title Insurance ("Title Policy") and for the cost of any other increase in the amount or scope of title insurance if Buyer elects to increase the amount or scope of title insurance coverage provided in the Title Policy. Buyer shall pay for all endorsements not included in the Title Policy. Buyer shall pay for the cost of any survey that the Title Company requires for issuance of such ALTA Policy.
Sample 1
ALTA Policy. Purchaser may request issuance by the Escrow Agent ----------- of a Title Policy in the form of an ALTA Extended Coverage owner's policy of title insurance with liability in the amount allocated to the Real Property on Schedule 2.5; provided, however, that, in such event: (i) Purchaser shall be solely responsible for paying any difference in premium or charge between the title policy described in Subsection 5.2(a) above and the ALTA policy, if any, issued, and for any survey and other costs associated with such ALTA policy; and (ii) the issuance of the Title Policy as an ALTA Extended Coverage Policy shall not be a condition precedent to Close of Escrow or to Purchaser's obligations under this Agreement.
Sample 1
ALTA Policy. Buyer has required that each Buyer’s Title Policy be a 2006 form ALTA Extended Coverage Owner’s Policy of Title Insurance. Buyer shall pay for the increased cost of such policy over the cost of an otherwise identical, but standard, CLTA policy without endorsements, and for the cost of any other increase in the amount or scope of title insurance if Buyer elects to increase the amount or scope of title insurance coverage provided in Buyer’s Title Policy, including such co-insurance and/or re-insurance as determined by Buyer, which co-insurance and/or re-insurance shall not materially delay the Closing Date.
Sample 1
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Related to ALTA Policy

  • R&W Policy Concurrently with the execution and delivery of this Agreement, Buyers have delivered to Sellers’ Representative a duly executed binder agreement (the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporation, with respect to the delivery of an insurance policy with respect to the representations and warranties of Sellers under this Agreement (the “R&W Policy”) at the Closing, which Binder Agreement shall not be amended in a manner that adversely affects Sellers without the prior written consent of Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, that the parties hereto agree that any version of the R&W Policy and Binder Agreement delivered to Sellers’ Representative shall not include Annex A or Annex B referenced therein. Buyers and its Affiliates shall not amend, waive, or otherwise modify the subrogation provision under the R&W Policy in any manner that would allow the insurer thereunder to subrogate or otherwise make or bring any action against the Sellers (other than any claim for Fraud of any Seller). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunder, other than for Fraud, and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative. Sellers shall pay, cause to be paid or reimburse Buyers for all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy, provided that such amounts shall be without duplication to those otherwise included in Transaction Expenses.

  • R&W Insurance Policy In the event Parent or any of its Affiliates obtains a representations and warranties insurance policy in respect of the representations and warranties contained in this Agreement or in any certificate or other instrument contemplated by or delivered in connection with this Agreement (such policy, a “R&W Insurance Policy”), then (a) the payment of the premium (inclusive of commissions, surplus lines or premium taxes) and underwriting fees required by the R&W Insurance Policy to be paid (the “R&W Policy Premium”) shall be paid by Parent at or following Closing in connection with the issuance of the R&W Insurance Policy, with fifty percent (50%) of the R&W Policy Premium being borne by the Company as a Transaction Expense, and, for the avoidance of doubt, any other costs incurred or due following the Effective Time relating to the R&W Insurance Policy shall be borne solely by Parent and its Affiliates (including the Surviving Company after the Mergers); (b) such R&W Insurance Policy shall not provide for any “seller retention” (as such phrase is commonly used in the representations and warranties insurance policy industry); (c) such R&W Insurance Policy shall expressly waive any claims of subrogation, contribution, assignment, or otherwise, against the Stockholder or its Affiliates (or any direct or indirect past or present shareholder, member, partner, stockholder, employee, director or officer (or the functional equivalent of any such position) of the Stockholder or its Affiliates) (except in the case of Fraud); (d) the Stockholder shall, and shall cause the Company to, use commercially reasonable efforts to cooperate with Parent and its Affiliates and provide assistance as reasonably required to obtain such R&W Insurance Policy prior to Closing and (e) the subrogation waiver described in clause (c) of this Section 6.10 may not be amended or otherwise modified in any manner adverse to the Stockholder or any of the other persons listed in clause (c) of this Section 6.10, without Stockholder’s prior written consent (which consent may be withheld in its sole discretion).

  • Life Insurance Policy In addition to the insurance coverage contemplated by Section 4(e), during the Employment Term the Company shall maintain in effect term life insurance coverage for the Executive with a death benefit of at least Five Hundred Thousand Dollars ($500,000), subject to the Executive's insurability at standard rates and with the beneficiary or beneficiaries, thereof designated by the Executive. Notwithstanding Section 9 of this Agreement, such life insurance policy or policies may be assigned to a trust for the benefit of any beneficiary designated by the Executive.

  • Title Insurance Policy Lender shall have received (i) a Title Insurance Policy for each Individual Property or a marked-up commitment (in form and substance satisfactory to Lender) from Title Insurer to issue a Title Insurance Policy for each Individual Property and (ii) a fully executed copy of the Title Instruction Letter from the Title Insurer.

  • Insurance Policy insurance policies and insurance contracts of any kind that immediately prior to the Effective Time are or have been owned or maintained by, or provide a benefit in favor of, any member of either Group or any of its predecessors, including, without limitation, workers compensation/employers liability (including self-insured workers compensation in the State of Indiana), commercial general liability (including product liability), auto liability, excess/umbrella liability, property/business interruption, marine cargo, blanket crime/fidelity, aviation including airport liability, international liability and Executive Liability Policies. The term “Insurance Policies” expressly excludes any insurance policies relating to Plans to the extent such insurance policies are addressed under the Employee Matters Agreement, other than the above referenced Executive Liability Policies and workers compensation/employers liability policies (including self-insured workers compensation in the State of Indiana).

  • Life Insurance Policies If any Debtor, now or any time hereafter, is the beneficiary of a “key man life insurance policy”, it shall promptly notify the Agent thereof, provide the Agent with a true and correct list of the Persons insured, the name and address of the insurance company providing the coverage, the amount of such insurance and the policy number, and, unless otherwise waived by the Agent in writing, take such actions as Agent may deem necessary or the Agent shall deem reasonably desirable to collaterally assign policy to the Agent for the benefit of the Lenders.

  • Policy (a) The Insurer is required under the terms of the Policy to pay the Monthly Servicing Fee, Monthly Interest and Monthly Principal up to the Policy Amount in the event of any deficiency of Available Funds to pay such amounts (after permitted reimbursements of related Outstanding Advances) not covered by amounts withdrawn from the Spread Account, as determined pursuant to Section 9.02, to the Indenture Trustee for credit to the Collection Account on the later of (a) 12:00 noon, New York City time, on the Payment Date and (b) 12:00 noon, New York City time, on the Business Day immediately succeeding presentation to the Fiscal Agent of the Indenture Trustee's demand therefor. Any demand for payment pursuant to Section 9.02 to the Fiscal Agent received by the Fiscal Agent on a Business Day after 1:00 p.m., New York City time, or on any day that is not a Business Day, will be deemed to be received by the Fiscal Agent at 9:00 a.m., New York City time, on the next Business Day. Notwithstanding the foregoing, on a Redemption Date, the obligations of the Insurer under the Policy shall be limited in accordance with Section 9.04(b)(ii). The Indenture Trustee hereby agrees on behalf of the Noteholders (and each Noteholder, by its acceptance of its Notes, hereby agrees) for the benefit of the Insurer that the Indenture Trustee shall recognize that to the extent the Insurer makes a payment under the Policy, either directly or indirectly (as by paying through the Indenture Trustee), to the Noteholders, the Insurer will be entitled to be subrogated to the rights of the Noteholders to the extent of such payments under the Policy. Any rights of subrogation acquired by the Insurer as a result of any payment made under the Policy shall, in all respects, be subordinate and junior in right of payment to the prior indefeasible payment in full of all amounts due the Indenture Trustee on account of payments due under the Notes pursuant to Section 9.04 hereof.

  • D&O Policy The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

  • Title Insurance Policies The Borrower will deliver to the Administrative Agent a policy of title insurance (or marked-up title insurance commitment or title proforma having the effect of a policy of title insurance) (a “Title Policy”) insuring the Lien of such Mortgage as a valid first mortgage or deed of trust Lien on the Mortgaged Property described therein in an amount not less than the estimated fair market value of such Mortgaged Property as reasonably determined by the Borrower, which Title Policy shall (A) be issued by a nationally-recognized title insurance company reasonably acceptable to the Administrative Agent (the “Title Company”), (B) include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) be supplemented by a “tie-in” or “aggregation” endorsement, if available under applicable law, and such other endorsements as may reasonably be requested by the Administrative Agent (including (to the extent available in the applicable jurisdiction and/or with respect to the Mortgaged Property, in each case, on commercially reasonable terms) endorsements on matters relating to usury, first loss, zoning, contiguity, revolving credit, doing business, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, and so-called comprehensive coverage over covenants and restrictions) if available under applicable law at commercially reasonable rates and (D) contain no other exceptions to title other than Permitted Liens and other exceptions acceptable to the Administrative Agent in its reasonable discretion;

  • Standard Hazard Insurance and Flood Insurance Policies (a) For each Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicers under the related Servicing Agreements to maintain or cause to be maintained standard fire and casualty insurance and, where applicable, flood insurance, all in accordance with the provisions of the related Servicing Agreements. It is understood and agreed that such insurance shall be with insurers meeting the eligibility requirements set forth in the applicable Servicing Agreement and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.

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