Common use of Commitment for Title Insurance and Survey Clause in Contracts

Commitment for Title Insurance and Survey. Seller shall use commercially reasonable efforts to deliver to Buyer and Buyer’s counsel with respect to the Real Property (a) within twenty-one (21) days from the date of this Agreement (or such later time as may be commercially reasonable based on the date of delivery of the Appraisal), a title commitment with respect to the Real Property (including all documents, instruments or agreements evidencing or creating the exceptions referenced in such commitment) (the “Commitment”) issued by a title company licensed in Texas to issue title insurance (the “Title Company”) setting forth the status of title to the Real Property and containing an express commitment of the Title Company to issue the Title Policy (as defined below) to Buyer in an amount not less than the Fair Market Value of the Real Property for purposes of this Agreement, together with a copy of all instruments listed as exceptions to the Commitment. To Seller’s Knowledge after due inquiry, Seller does not have possession of any recent surveys with respect to the Real Property. If Buyer chooses to obtain a current ALTA survey for the Real Property (the “Survey”), Buyer must order and obtain the Survey within twenty-one (21) days from the date of this Agreement. The Commitment shall reflect that Buyer has good and marketable title to the Real Property, subject to all current Taxes and assessments, all encumbrances and matters of record, and all matters that would otherwise be revealed by an accurate ALTA survey or physical inspection of the property. Title shall be conveyed to Buyer subject to (i) any shortages in area, (ii) Taxes for the year in which the Closing occurs and subsequent years and subsequent assessments for prior years due to a change in land usage or ownership, (iii) existing building and zoning ordinances, (iv) utility and other easements, (v) all encumbrances and matters of record or which are disclosed on the Survey, independently discovered by Buyer or which are ascertainable by visual inspection (to include encroachments, possible adverse claims or other matters), and (vi) objections accepted or deemed waived by Buyer (collectively, the “Permitted Encumbrances”). The cost of the Commitment shall be borne by Seller, and the cost of the Survey shall be borne by Buyer.

Commitment for Title Insurance and Survey. The Seller shall use commercially reasonable efforts to deliver to Buyer and Buyer’s counsel with respect has delivered to the Real Property Purchaser at the Seller's cost a title commitment (athe "Title Commitment") within twenty-one issued by Chicago Title Insurance Company (21the "Title Company") in a stated amount equal to $9,450,000. showing title to the Project in the Seller, subject to (i) the exceptions shown in Exhibit K and the other specific exceptions to title (hereinafter referred to as the "Title Exceptions") and (ii) any exceptions to title of the Project which are created or caused by the actions of the Purchaser or its respective agents, employees or contractors, the Financing Documents which are of record against the Project, and the other general exceptions and exclusions contained in the Title Commitment (hereinafter referred to as "Permitted Exceptions") to which the Purchaser hereby consents. Such Title Commitment shall be conclusive evidence of good title as therein shown. The Purchaser shall have until the later of the Outside Date or five (5) days from the date of this Agreement (or such later time as may be commercially reasonable based on the date of delivery of such Title Commitment to object to the AppraisalTitle Exceptions; and if the Purchaser does not object to any Title Exceptions in writing within said period, the Purchaser shall be deemed to have approved such Title Exceptions. The Seller has delivered to the Purchaser a plat of survey of the Project showing the boundary of the Site described in Exhibit A hereto and the improvements situated thereon and all plattable easements and other title exceptions (a "Survey"). if the Purchaser objects to a Title Exception or the Survey shows a survey defect which is objected to by the Purchaser during the Inspection Period (also for this purpose an "Unpermitted Exception"), a title commitment with respect the Seller shall have until the day prior to the Real Property (including all documents, instruments or agreements evidencing or creating the exceptions referenced in such commitment) Closing Date (the “Commitment”"Title Clearance Period") issued by a title company licensed in Texas to issue title insurance (the “Title Company”i) setting forth the status of title to the Real Property and containing an express commitment of cause the Title Company to issue remove or insure over by endorsement such Unpermitted Exception or (ii) elect not to cause the Title Policy Company to remove or insure over by endorsement the Unpermitted Exceptions; provided that the Purchaser may remove any Unpermitted Exception on the Closing Date which can be removed with the payment of money; provided, further, however, that the Seller shall notify the Purchaser five (as defined below5) business days after the Outside Date of its election to Buyer proceed under clause (i) or (ii) in an amount not less than the Fair Market Value of the Real Property for purposes of this Agreement, together with a copy respect of all instruments listed objections delivered by the Purchaser to any such Unpermitted Exceptions. If the Seller elects to cause the Title Company to remove or insure over by endorsement the Unpermitted Exceptions, the Closing shall be held as exceptions scheduled on the Closing Date. If the Seller elects not to have such Unpermitted Exceptions removed or insured over by endorsement, the Purchaser may terminate this Agreement by delivery of a Termination Notice on or before the Outside Date. If the Purchaser does not deliver a Termination Notice, the Purchaser shall be deemed to have elected to take title to the Commitment. To Seller’s Knowledge after due inquiryProject subject to said Unpermitted Exceptions, without recourse to the Seller does not have possession of any recent surveys with respect to the Real Propertysaid Unpermitted Exceptions. If Buyer chooses the Purchaser delivers a Termination Notice on or before the Outside Date as provided in this Section by reason of an Unpermitted Exception, the Xxxxxxx Money Deposit provided (together with any interest earned thereon) shall be returned to obtain a current ALTA survey the Purchaser in accordance with the provisions of this Agreement subject to retention for the Real Property purposes and as provided in Section 2.03(c) hereof and after receipt by the Seller of all (i) documents (including the “Survey”Financing Documents), Buyer must order rent rolls, surveys, all other Due Diligence Items and obtain all other items delivered by the Survey within twenty-one (21) days from the date of this Agreement. The Commitment shall reflect that Buyer has good and marketable title Seller to the Real PropertyPurchaser hereunder and (ii) inspections and reports (including supporting materials) ordered or commissioned by or on behalf of the Purchaser, and, subject to all current Taxes and assessments, all encumbrances and matters the above provisions of recordthis Section 5.03, and all matters neither the Purchaser nor the Seller shall have any further right or obligation hereunder, except that would otherwise be revealed by an accurate ALTA survey the Purchaser's obligations under Sections 2.04, 2.05 and 2.07 shall survive such termination. In the event that any Unpermitted Exception or physical inspection of title claim is asserted subsequent to the property. Title Closing Date, the Purchaser's sole remedy shall be conveyed to Buyer subject to (i) any shortages in area, (ii) Taxes for against the year in which the Closing occurs and subsequent years and subsequent assessments for prior years due to a change in land usage or ownership, (iii) existing building and zoning ordinances, (iv) utility and other easements, (v) all encumbrances and matters of record or which are disclosed on the Survey, independently discovered by Buyer or which are ascertainable by visual inspection (to include encroachments, possible adverse claims or other matters), and (vi) objections accepted or deemed waived by Buyer (collectively, the “Permitted Encumbrances”). The cost of the Commitment shall be borne by Seller, Title Company and the cost of the Survey Seller shall be borne by Buyerhave no responsibility therefor.

Commitment for Title Insurance and Survey. Seller shall use commercially reasonable efforts to deliver to Buyer and Buyer’s counsel with respect to the Real Property Within forty-five (a) within twenty-one (2145) days from of the date of this Agreement Agreement, Seller shall deliver to Purchaser and Purchaser’s counsel, with respect to each parcel of Owned Real Property used for the Branches identified as leased on Exhibit 1.1(b): (or such later time as may be commercially reasonable based on the date of delivery of the Appraisal), a) a title commitment with respect to the Real Property (including all documents, instruments or agreements evidencing or creating the exceptions to, or Encumbrances on, title referenced in such commitment) (the “CommitmentCommitments”) issued by the Title Insurer and (b) any ALTA minimum standards detail land title survey of each of the Branches and each parcel of Real Property that Seller has been able to locate in its files and records, prepared and certified as to all matters shown thereon by a title company surveyor licensed in Texas to issue title insurance (by the “Title Company”) setting forth the status of title to State where the Real Property and containing an express commitment of the Title Company to issue the Title Policy is located (as defined below) to Buyer in an amount not less than the Fair Market Value together with any new ALTA survey of the Real Property for purposes ordered by Purchaser, the “Surveys”). The Surveys shall include a notation stating whether any portion of this Agreement, together with a copy of all instruments listed as exceptions to the Commitment. To Seller’s Knowledge after due inquiry, Seller does not have possession of any recent surveys with respect to the Real Property. If Buyer chooses to obtain a current ALTA survey for the Real Property (is located in a 100-year flood plain, flood-prone area or special flood hazard and shall show the “Survey”), Buyer must order and obtain the Survey within twenty-one (21) days from the date specific location of this Agreementany portions of such Real Property that may be located in any such flood areas. The Commitment Commitments shall reflect that Buyer Seller has good and marketable indefeasible title in and to the Real Property, subject only to all current Taxes and assessments, all encumbrances and matters of record, and all (x) matters that would otherwise be revealed by an accurate ALTA survey or physical inspection do not materially and adversely affect the continued use of the property. Title shall be conveyed to Buyer subject to (i) any shortages in area, (ii) Taxes for the year in which Real Property by Purchaser following the Closing occurs and subsequent years and subsequent assessments for prior years due to in the manner currently used by Seller as a change in land usage or ownership, commercial bank branch office (iii) existing building and zoning ordinances, (iv) utility and other easements, (v) all encumbrances and matters of record or which are disclosed on the Survey, independently discovered by Buyer or which are ascertainable by visual inspection (to include encroachments, possible adverse claims or other matters), and (vi) objections accepted or deemed waived by Buyer (collectively, the “Permitted Encumbrances”), (y) to which Purchaser has not objected, and (z) other matters of record in the respective County in which the Real Property is located, and routine matters to be satisfied as part of the conveyance of the Real Property. The cost costs of obtaining the Commitment Commitments and the Surveys shall be borne equally by SellerSeller and Purchaser. If any Commitment contains any exceptions other than Permitted Encumbrances (including Permitted Encumbrances that reflect a monetary lien), and Seller shall make a good faith effort to cure, or cause the cost of Title Insurer to omit or insure over such exceptions prior to the Survey shall be borne by BuyerClosing.

Commitment for Title Insurance and Survey. Seller shall use commercially reasonable efforts to deliver to Buyer and Buyer’s counsel with respect to the Real Property Within forty-five (a) within twenty-one (2145) days from of the date of this Agreement Agreement, the Seller shall deliver to the Purchaser, with respect to each parcel of Owned Real Property: (or such later time as may be commercially reasonable based on the date of delivery of the Appraisal), a) a title commitment with respect to the Real Property (including all documents, instruments or agreements evidencing or creating the exceptions to, or encumbrances on, title referenced in such commitment) (the “CommitmentCommitments”) issued by a title company licensed in Texas to issue title insurance Chicago Title Insurance Company (the “Title CompanyInsurer”) setting forth the status for an owner’s title insurance policy , ALTA Policy Form 2006, and (b) a new ALTA land title survey of title to the each parcel of Owned Real Property prepared and containing an express commitment of certified as to all matters shown thereon by a surveyor licensed by the Title Company to issue respective State where the Title Policy (as defined below) to Buyer in an amount not less than the Fair Market Value of the Owned Real Property for purposes of this Agreement, together with a copy of all instruments listed as exceptions to the Commitment. To Seller’s Knowledge after due inquiry, Seller does not have possession of any recent surveys with respect to the Real Property. If Buyer chooses to obtain a current ALTA survey for the Real Property is located (the “SurveySurveys”), Buyer must order which Surveys shall (i) be certified to the Purchaser and obtain the Survey within twentyTitle Insurer, (ii) prepared in accordance with the current Minimum Standard Detail Requirements for ALTA/ACSM Land Surveys, jointly established and adopted by ALTA and NSPS in 2011, and include Items 1-one 4, 6(b), 7(a), 7(b)(1), 7(c), 8-10, 11(a), 13, 14, 16-19 and 21 of Table A thereof and (21iii) days from show the date location of this Agreementall improvements and shall be sufficient for the Title Insurer to insure over standard survey-related exceptions in the final title insurance policies. The Commitment Surveys shall include a notation stating whether any portion of the Owned Real Property is located in a 100-year flood plain, flood-prone area or special flood hazard and shall show the specific location of any portions of such Owned Real Property that may be located in any such flood areas. The Commitments shall reflect that Buyer the Seller has good and marketable indefeasible title in and to the Owned Real Property, subject to all current Taxes and assessments, all encumbrances and matters of record, and all matters that would otherwise be revealed by an accurate ALTA survey or physical inspection of the property. Title shall be conveyed to Buyer subject only to (i) any shortages in areataxes for 2015 and subsequent years, (ii) Taxes for existing easements, restrictions and other encumbrances that do not materially adversely affect the year in which use of the Closing occurs Owned Real Property as a banking branch or the value thereof and subsequent years and subsequent assessments for prior years due to a change in land usage or ownership, (iii) existing building and zoning ordinances, (iv) utility and other easements, (v) all encumbrances and matters printed exceptions in the Title Commitments generally contained in any ALTA 2006 owner’s standard coverage policy of record or which are disclosed on the Survey, independently discovered by Buyer or which are ascertainable by visual inspection (to include encroachments, possible adverse claims or other matters), and (vi) objections accepted or deemed waived by Buyer title insurance (collectively, the “Permitted EncumbrancesExceptions”). The cost costs of obtaining the Commitment Commitments and Surveys shall be borne equally by Seller, the Seller and the cost of Purchaser. If any Commitment contains any exceptions other than Permitted Exceptions, the Survey Seller shall be borne by Buyermake a good faith effort to cure, or cause the Title Insurer to omit, such exceptions prior to the Closing.

Commitment for Title Insurance and Survey. Seller shall use commercially reasonable efforts to deliver to Buyer and Buyer’s counsel with respect to the Real Property (a) within twentyWithin forty-one five (2145) days from of the date of this Agreement Agreement, Seller shall deliver to Purchaser and Purchaser’s counsel, with respect to each parcel of Owned Real Property and each Leased Real Property used for the Branches identified as leased on Exhibit 1.1(b): (or such later time as may be commercially reasonable based on the date of delivery of the Appraisal), a) a title commitment with respect to the Real Property (including all documents, instruments or agreements evidencing or creating the exceptions to, or Encumbrances on, title referenced in such commitment) (the “CommitmentCommitments”) issued by the Title Insurer and (b) any ALTA minimum standards detail land title survey of each of the Branches and each parcel of Real Property that Seller has been able to locate in its files and records, prepared and certified as to all matters shown thereon by a title company surveyor licensed in Texas to issue title insurance (by the “Title Company”) setting forth the status of title to respective State where the Real Property and containing an express commitment of the Title Company to issue the Title Policy is located (as defined below) to Buyer in an amount not less than the Fair Market Value together with any new ALTA survey of the Real Property for purposes ordered by Purchaser, the “Surveys”). The Surveys shall include a notation stating whether any portion of this Agreement, together with a copy of all instruments listed as exceptions to the Commitment. To Seller’s Knowledge after due inquiry, Seller does not have possession of any recent surveys with respect to the Real Property. If Buyer chooses to obtain a current ALTA survey for the Real Property (is located in a 100-year flood plain, flood-prone area or special flood hazard and shall show the “Survey”), Buyer must order and obtain the Survey within twenty-one (21) days from the date specific location of this Agreementany portions of such Real Property that may be located in any such flood areas. The Commitment Commitments shall reflect that Buyer Seller has good and marketable indefeasible title or leasehold interest in and to the Real Property, subject only to all current Taxes and assessments, all encumbrances and matters of record, and all (x) matters that would otherwise be revealed by an accurate ALTA survey or physical inspection do not materially and adversely affect the use of the property. Title shall be conveyed to Buyer subject to Real Property as a commercial bank branch office (i) any shortages in area, (ii) Taxes for the year in which the Closing occurs and subsequent years and subsequent assessments for prior years due to a change in land usage or ownership, (iii) existing building and zoning ordinances, (iv) utility and other easements, (v) all encumbrances and matters of record or which are disclosed on the Survey, independently discovered by Buyer or which are ascertainable by visual inspection (to include encroachments, possible adverse claims or other matters), and (vi) objections accepted or deemed waived by Buyer (collectively, the “Permitted Encumbrances”), and (y) other matters of record in the respective County in which the Real Property is located, and routine matters to be satisfied as part of the conveyance of the Real Property. The cost costs of obtaining the Commitment Commitments and the Surveys shall be borne equally by SellerSeller and Purchaser. If any Commitment contains any exceptions other than Permitted Encumbrances, and Seller shall make a good faith effort to cure, or cause the cost Title Insurer to omit, such exceptions prior to the Closing. (b) Seller shall use its reasonable best efforts to arrange for the recordation of the Survey shall be borne by Buyer.a memorandum of lease for each Branch Lease identified on Exhibit 1.1