Common use of Delivery of Title Policy at Closing Clause in Contracts

Delivery of Title Policy at Closing. At the Closing for each Phase, as a condition to Purchaser’s obligation to close, the Title Company shall deliver to Purchaser an ALTA (or other form required by state law) Owner’s Policy of Title Insurance (“Title Policy”) for the respective Phase issued by the Title Company with ALTA General Exceptions 1 through 5 deleted (or corresponding deletions or endorsements if the Property is located in a non- ALTA state), containing the Purchaser’s Endorsements, dated the date and time of the recording of the Deed for the respective Phase in the amount of the Purchase Price for the respective Phase, insuring Purchaser as owner of good and indefeasible fee simple title to the respective Phase, subject only to the Permitted Exceptions applicable to the respective Phase. “Purchaser’s Endorsements” means, to the extent such endorsements are available under the laws of the state in which the Property is located: (a) owner’s comprehensive; (b) access; (c) survey (accuracy of survey); (d) location (survey legal matches title legal); (e) separate tax lot; (f) legal lot; (g) zoning 3.0; and (h) such other endorsements as Purchaser may require based on its review of the Title Commitment and Survey. Seller shall execute at Closing for each Phase an affidavit on the Title Company’s standard form so that the Title Company can delete or modify the standard printed exceptions as to parties in possession, unrecorded liens, and similar matters and, if required to issue the Title Policy at Closing for the respective Phase, the customary gap indemnity. The Title Policy may be delivered after the Closing for the respective Phase if at the Closing the Title Company issues a currently effective, duly-executed “marked-up” Title Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked-up” Title Commitment promptly after the Closing Date for the respective Phase.

Delivery of Title Policy at Closing. At the Closing for each Phase, as As a condition to Purchaserthe Operating Partnership’s obligation to close, with respect to each Property, the Title Company shall deliver to Purchaser the Operating Partnership at Closing an ALTA (or other form required by state law) Owner’s Policy (Revised 10-17-92) of Title Insurance (“Title Policy”) for the respective Phase title insurance, with extended coverage, issued by the Title Company with ALTA General Exceptions 1 through 5 deleted (or corresponding deletions or endorsements if the Property is located in a non- ALTA state), containing the Purchaser’s Endorsements, dated as of the date and time of the recording of the Deed for (as defined in Section 2.3(b)), containing the respective Phase in the amount of the Purchase Price for the respective PhaseOperating Partnership’s Endorsements (hereafter defined), insuring Purchaser the Operating Partnership as owner of good good, marketable and indefeasible fee simple title to the respective Phaseeach Property, and subject only to the Permitted Exceptions applicable to (the respective Phase“Title Policies”). “PurchaserOperating Partnership’s Endorsements” meansshall mean, to the extent such endorsements are available under the laws of the state in which the each Property is located: (a1) owner’s comprehensive; (b2) access; (c3) survey (accuracy of surveySurvey); (d4) location (survey Survey legal matches title legal); (e5) separate tax lot; (f6) legal lot; (g7) zoning 3.0contiguity (to the extent applicable); (8) deletion of the creditors’ rights exception/exclusion; (9) address; (10) subdivision map act; (11) non-imputation; and (h12) such other endorsements as Purchaser the Operating Partnership may reasonably require based on its review of the Title Commitment and SurveyDocuments as the same may be amended or updated from time to time. Seller The Contributor shall execute at Closing for each Phase an affidavit on Closing, in form reasonably satisfactory to the Title Company, a customary ALTA Statement (Owner’s standard form so that Affidavit) and any other documents, undertakings or agreements reasonably required by the Title Company can delete or modify the standard printed exceptions as to parties in possession, unrecorded liens, and similar matters and, if required to issue the Title Policy at Closing for Policies in accordance with the respective Phase, the customary gap indemnityprovisions of this Agreement. The Title Policy may be delivered after the Closing for the respective Phase if at the Closing Contributors shall provide the Title Company issues with a currently effectivecustomary “gap undertaking,” in form reasonably satisfactory to the Title Company, duly-executed “marked-up” to enable the Title Commitment and irrevocably commits in writing Company to issue the Title Policy Policies in the form required without exception for any item recorded between the last date down of title approved by the “marked-up” Title Commitment promptly after Operating Partnership and the Closing Date for date the respective PhaseDeed is recorded.

Delivery of Title Policy at Closing. At the Closing for each Phase, as As a condition to Purchaser’s Xxxx'x obligation to close, at Closing (i) the Title Company shall deliver irrevocably commit to Purchaser issue to Xxxx an ALTA Owner's Policy (Revised 10-17-70 and 10-17-84) (or other form if required by state law) Owner’s Policy of Title Insurance title insurance, with extended coverage (“Title Policy”) for the respective Phase issued by the Title Company i.e., with ALTA General Exceptions 1 through 5 deleted (deleted, or with corresponding deletions or endorsements if the Contributed Property is located in a non- non-ALTA state), containing issued by the Purchaser’s Endorsements, dated Title Company as of the date and time of the recording of the Deed for the respective Phase Deed, in the amount of the Purchase Price for Contribution Value, containing the respective PhaseXxxx'x Endorsements, insuring Purchaser Xxxx as owner of good good, marketable and indefeasible fee simple title to the respective PhaseContributed Property (the conveyances from Contributors and the sellers under the Related Agreements effecting a merger of the estates held by each, with fee simple title vesting in Xxxx subject only to the Permitted Exceptions), and subject only to the Permitted Exceptions applicable (the "Title Policy"), and (ii) the updated UCC Searches (within 10 days of Closing) show no security interests (other than Permitted Exceptions) not disclosed in the UCC Searches delivered pursuant to Paragraph 3.1;. "Permitted Exceptions" means the respective Phaseexceptions set forth in Exhibit I to this Agreement; real estate taxes not yet due and payable; the Loan Documents; the Management Agreement, the Tripartite Agreements, and the Option Agreements; and tenants in possession as tenants only under the Leases without (except as provided in the Master Leases) any option to purchase or acquire an interest in the Contributed Property, and the Pitney Debt Documents. “Purchaser’s "Xxxx'x Endorsements” means" shall mean, to the extent such endorsements are available under the laws of the state in which the Contributed Property is located: (a1) owner’s 's comprehensive; (b2) access; (c3) survey (accuracy of survey); (d4) location (survey legal matches title legal); (e5) separate tax lot; (f6) legal lot; (g7) zoning 3.03.1, with parking and loading docks; (8) non-imputation endorsement; and (h9) such other endorsements as Purchaser Xxxx may require during the Due Diligence Period based on its review of the Title Commitment and Survey. Seller shall execute at Closing for each Phase an affidavit on the Title Company’s standard form so that the Title Company can delete or modify the standard printed exceptions as to parties in possession, unrecorded liens, and similar matters and, if required to issue the Title Policy at Closing for the respective Phase, the customary gap indemnity. The Title Policy may be delivered after the Closing for the respective Phase if at the Closing the Title Company issues a currently effective, duly-executed “marked-up” Title Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked-up” Title Commitment promptly after the Closing Date for the respective Phase.

Delivery of Title Policy at Closing. At the Closing for each Phase, as As a condition to Purchaser’s obligation to close, the Title Company Escrow Agent shall deliver to Purchaser at Closing an ALTA Form B (or other form required by state law) Owner’s Policy of Title Insurance (the “Title Policy”) for the respective Phase issued by the Title Company ), with extended coverage (i.e., with ALTA General Exceptions 1 through 5 deleted (deleted, or with corresponding deletions or endorsements if the Property is located in a non- non-ALTA state), containing issued by the Purchaser’s Endorsements, dated Title Company as of the date and time of the recording of the Deed for the respective Phase Deed, in the amount of the Purchase Price for Price, containing the respective PhasePurchaser’s Endorsements, insuring Purchaser as owner of good good, marketable and indefeasible fee simple title to the respective PhaseProperty, and subject only to the Permitted Exceptions applicable to the respective Phase. Exceptions, “Purchaser’s Endorsements” meansshall mean, to the extent such endorsements are available under the laws of the state in which the Property is located: (a) owner’s comprehensive; (b) access; (c) survey (accuracy of survey); (d) location (survey legal matches title legal); (e) separate tax lot; (f) legal lot; (g) zoning 3.03.1, with parking; and (h) such other endorsements as Purchaser may require based on its review of the Title Commitment and Survey. , Seller shall execute at Closing for each Phase an affidavit on the Title Company’s standard in such form so that as the Title Company can delete or modify shall reasonably require for the standard printed exceptions as to parties in possession, unrecorded liens, and similar matters and, if required to issue issuance of the Title Policy at Closing for the respective Phase, the customary gap indemnityPolicy. The Title Policy may be delivered after the Closing for the respective Phase if at the Closing the Title Company issues a currently effective, duly-executed “marked-up” Title Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked-up” Title Commitment promptly after the Closing Date for the respective PhaseDxxx.

Delivery of Title Policy at Closing. At the Closing for each Phase, as As a condition to Purchaser’s 's obligation to close, at Closing (i) the Title Company shall deliver irrevocably commit to issue to Purchaser an ALTA Owner's Policy (Revised 10-17-70 and 10-17-84) (or other form if required by state law) Owner’s Policy of Title Insurance title insurance, with extended coverage (“Title Policy”) for the respective Phase issued by the Title Company i.e., with ALTA General Exceptions 1 through 5 deleted (deleted, or with corresponding deletions or endorsements if the Property is located in a non- non-ALTA state), containing issued by the Purchaser’s Endorsements, dated Title Company as of the date and time of the recording of the Deed for the respective Phase Deed, in the amount of the Purchase Price for Price, containing the respective PhasePurchaser's Endorsements, insuring Purchaser as owner of good good, marketable and indefeasible fee simple title to the respective PhaseProperty (the conveyances from Seller and the sellers under the Related Agreements effecting a merger of the estates held by each, with fee simple title vesting in Purchaser subject only to the Permitted Exceptions), and subject only to the Permitted Exceptions applicable (the "Title Policy"), and (ii) the updated UCC Searches (within 10 days of Closing) show no security interests (other than Permitted Exceptions) not disclosed in the UCC Searches delivered pursuant to Paragraph 3.1;. "Permitted Exceptions" means the respective Phaseexceptions set forth in Schedule I to this Agreement; real estate taxes not yet due and payable; the Loan Documents; the Management Agreement, the Tripartite Agreements, and the Option Agreements; and tenants in possession as tenants only under the Leases without (except as provided in the Master Leases) any option to purchase or acquire an interest in the Property. “"Purchaser’s 's Endorsements” means" shall mean, to the extent such endorsements are available under the laws of the state in which the Property is located: (a1) owner’s 's comprehensive; (b2) access; (c3) survey (accuracy of survey); (d4) location (survey legal matches title legal); (e5) separate tax lot; (f6) legal lot; (g7) zoning 3.03.1, with parking and loading docks; and (h) 8) such other endorsements as Purchaser may require during the Due Diligence Period based on its review of the Title Commitment and Survey. Seller shall execute at Closing for each Phase an affidavit on the Title Company’s standard form so that the Title Company can delete or modify the standard printed exceptions as to parties in possession, unrecorded liens, and similar matters and, if required to issue the Title Policy at Closing for the respective Phase, the customary gap indemnity. The Title Policy may be delivered after the Closing for the respective Phase if at the Closing the Title Company issues a currently effective, duly-executed “marked-up” Title Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked-up” Title Commitment promptly after the Closing Date for the respective Phase.