Common use of Buyer’s Title Policy Clause in Contracts

Buyer’s Title Policy. As of the Closing, the Title Company (1) shall not have delivered any supplement to the preliminary title report for the Property dated as of February 6, 2012, prepared by Chicago Title Company and attached as Exhibit C to this Agreement (“Buyer’s Title Report”), disclosing additional title exceptions (other than identification of any new Leases entered into by Seller, as landlord, pursuant to Section 7.2 below or notices of non-responsibility or subordination, non-disturbance or attornment agreements recorded against the Property related to such new Leases or existing Leases) which are not reasonably acceptable to Buyer, except that this condition will be deemed satisfied even if a supplement to Buyer’s Title Report is delivered by the Title Company so long as Seller causes any additional title exceptions to be removed from such supplemental report prior to the Closing; and (2) shall have committed itself to issue, upon the condition of the payment of its regularly scheduled premium, the Title Policy (as defined in Section 6.2 below), and, at Buyer’s sole cost and election, a title insurance gap policy which is sufficient to provide Buyer title insurance coverage for title defects or exceptions that may arise following the Title Company’s commitment to issue the Title Policy but prior to its actual issuance of the same. Buyer acknowledges receipt from Seller of the most recent ALTA survey for the Property in Seller’s possession (dated August 23, 2011 and prepared by Tronoff Associates – Land Surveyors) (“Seller’s Existing Survey”). As of the Closing, any other survey (or update to Seller’s Existing Survey) obtained by Buyer which is necessary for the issuance of the Title Policy shall not deviate in any material respect from Seller’s Existing Survey.

Buyer’s Title Policy. As of Prior to the ClosingEffective Date, Buyer has received a current preliminary report for the Property from the Title Company (1) shall not have delivered any supplement to the preliminary title report for the Property dated as of February 6, 2012, prepared by Chicago Title Company and attached as Exhibit C to this Agreement (“Buyer’s Title Report”), disclosing additional title together with copies of all documents referred to as exceptions therein (other than identification of any new Leases entered into by Sellercollectively, as landlord, pursuant the “Existing Exceptions”). The Closing shall be conditioned upon Title Company’s unconditional and irrevocable commitment (subject only to Section 7.2 below or notices of non-responsibility or subordination, non-disturbance or attornment agreements recorded against the Property related to such new Leases or existing Leases) which are not reasonably acceptable to Buyer, except that this condition will be deemed satisfied even if a supplement to Buyer’s Title Report is delivered by the Title Company so long as Seller causes any additional title exceptions to be removed from such supplemental report prior to the Closing; and (2) shall have committed itself to issue, upon the condition of the payment of its regularly scheduled the applicable premium, ) to issue a 2006 CLTA owner’s title insurance policy for the Title Policy Property in the amount of the Purchase Price showing Buyer as the named insured subject only to the Permitted Exceptions (as defined in Section 6.2 belowbelow (“Title Policy”), and). Buyer may, at Buyer’s sole cost cost, obtain an ALTA survey of the Property (the “Survey”) during the Feasibility Period. (a) Within thirty (30) days after the Effective Date, Buyer may provide Seller with a written notice listing any Existing Exceptions that are unacceptable to Buyer (collectively, “Disapproved Exceptions”). The following will be deemed Disapproved Exceptions whether or not explicitly disapproved by Buyer: deeds of trust; mortgages; judgment liens; mechanics’ liens; materialmen’s liens, but excluding any inchoate mechanics’ or materialmen’s lien rights (collectively “Disapproved Monetary Liens”), all of which Seller will pay, satisfy and election, a title insurance gap policy which is sufficient cause to provide Buyer title insurance coverage for title defects or exceptions that may arise following the Title Company’s commitment to issue the Title Policy but be terminated of record prior to its actual issuance or at the Closing. If Buyer fails to timely provide written notice of Disapproved Exceptions, all Existing Exceptions (other than Disapproved Monetary Liens) will be deemed Permitted Exceptions. If Buyer timely delivers a notice of Disapproved Exceptions, Seller will have ten (10) days to respond, in writing, to Buyer’s notice by indicating which, if any, of the same. Buyer acknowledges receipt from Disapproved Exceptions Seller is willing or able to cure or terminate of record (the most recent ALTA survey for the Property in Seller’s possession (dated August 23, 2011 and prepared by Tronoff Associates – Land Surveyors) (“Seller’s Existing SurveyResponse Letter”). As Seller’s failure to timely deliver Seller’s Response Letter will be deemed Seller’s refusal to cure or terminate of record all Disapproved Exceptions. If Seller refuses, or is deemed to have refused, to cure or terminate of record any Disapproved Exceptions (the “Seller-Rejected Disapproved Exceptions”), Buyer will have until the end of the ClosingFeasibility Period to either (i) terminate this Agreement or (ii) waive the Seller-Rejected Disapproved Exceptions and proceed with this transaction, any other survey (or update in which event the Seller-Rejected Disapproved Exceptions shall be deemed to be Permitted Exceptions, by delivering written notice of such election to Seller. Buyer’s Existing Survey) obtained by failure to timely make the election in the immediately preceding sentence shall be deemed Buyer’s waiver of all Seller-Rejected Disapproved Exceptions. If Buyer which is necessary for terminates this Agreement pursuant to this Section 4.6.3(a), Escrow Holder shall proceed in accordance with the issuance of the Title Policy shall not deviate process set forth above in any material respect from Seller’s Existing SurveySection 3.2.

Buyer’s Title Policy. As Provided Buyer has fully complied with each and every of the ClosingTitle Company’s requirements to be complied with by Buyer as a condition precedent to the Title Company’s issuance of an extended coverage policy of title insurance, at the Close of Escrow, Escrow Holder shall cause the Title Company (1) shall not have delivered any supplement to the preliminary title report for the Property dated as issue to Buyer a 2006 ALTA Extended Coverage Owner’s Policy of February 6, 2012, prepared by Chicago Title Company and attached as Exhibit C to this Agreement Insurance (“Buyer’s Title ReportPolicy”)) with such customary endorsements as Buyer shall reasonably require which the Title Company is willing to issue, disclosing additional which: (a) shall be written with liability in the amount of the Purchase Price; and (b) shall insure title to the Property, to be vested in Buyer, subject only to the following exceptions (other than identification “Permitted Exceptions”): (i) general and special Property taxes and assessments for the current fiscal year, a lien not yet due and payable; (ii) the exceptions approved or deemed approved by Buyer pursuant to Section 3.3.4 above; (iii) the possessory rights of any new the Tenants pursuant to the Leases entered into by and possessory rights of Seller, as landlordtenant, pursuant to Section 7.2 below or notices of non-responsibility or subordinationthe Seller Leaseback, non-disturbance or attornment agreements recorded against the Property related to such new Leases or existing Leases(iv) which are not reasonably acceptable to Buyer, except that this condition will be deemed satisfied even if a supplement to Buyer’s Title Report is delivered by the Title Company so long as Seller causes any additional title exceptions to be removed from such supplemental report prior to the Closingdirectly or indirectly created or approved by Buyer; and (2v) shall have committed itself to issue, upon the condition standard printed exceptions set forth in the Escrow Holder’s 2006 ALTA Extended Coverage Owner’s Policy of the payment Title Insurance. If Buyer has not fully complied with each and every of its regularly scheduled premium, the Title Policy (as defined in Section 6.2 below), and, at Buyer’s sole cost and election, a title insurance gap policy which is sufficient to provide Buyer title insurance coverage for title defects or exceptions that may arise following the Title Company’s commitment requirements to issue be complied with by Buyer as a condition precedent to the Title Policy but prior to its actual Company’s issuance of an extended coverage policy of title insurance, at the same. Buyer acknowledges receipt from Seller Close of Escrow, the most recent ALTA survey for the Property in SellerBuyer’s possession (dated August 23, 2011 and prepared by Tronoff Associates – Land Surveyors) (“Seller’s Existing Survey”). As of the Closing, any other survey (or update to Seller’s Existing Survey) obtained by Buyer which is necessary for the issuance of the Title Policy shall not deviate be a 2006 CLTA Standard Coverage Owner’s Policy of Title Insurance written with liability in any material respect from Sellerthe amount of the Purchase Price and insuring title to the Property, to be vested in Buyer, subject only to the Permitted Exceptions, as such term may be modified to account for the standard printed exceptions set forth in the Escrow Holder’s Existing Survey2006 CLTA Standard Coverage Owner’s Policy of Title Insurance.