Common use of Exceptions to Title Clause in Contracts

Exceptions to Title. Buyer’s obligation to purchase the Properties is subject to the condition precedent that, at the Closing, Title Company shall be willing to issue the Owner’s Policy effective upon the Closing. Buyer shall be obligated to accept title to the Properties, subject to the following exceptions to title (the “Permitted Exceptions”): (a) Real estate taxes and assessments not yet delinquent; (b) The printed exceptions, if any, which appear in a 2006 ALTA extended coverage form Owner’s Policy of Title Insurance issued by Title Company in the State of Nevada; (c) The Leases; and (d) Such other exceptions to title or survey exceptions as may be approved or deemed approved by Buyer pursuant to the above provisions of this Section 4.5 or otherwise expressly permitted under this Agreement, or any exceptions resulting from the actions (or inactions) of Buyer or its agents or representatives. Conclusive evidence of the availability of such title shall be the willingness of Title Company to issue to Buyer on the Closing Date a 2006 ALTA extended form Owner’s Policy of Title Insurance issued by Title Company in the State of Nevada (or policies if Buyer elects to obtain a policy for each Property) (collectively, the “Owner’s Policy”), in the face amount of the Purchase Price, which policy shall show (i) title to the Land and Improvements to be vested of record in Buyer, and (ii) the Permitted Exceptions to be the only exceptions to title; provided, however, if Buyer fails to fulfill Title Company’s conditions required for issuance of such Owner’s Policy, including but not limited to delivery of a current ALTA survey, then the condition precedent described in this Section 4.5.3 shall be deemed satisfied if Title Company shall be willing to issue a ALTA standard coverage form Owner’s Policy of Title Insurance upon or following the Closing. In connection with obtaining coverage over survey matters under any ALTA form of Owner’s Policy, Buyer shall deliver to Title Company prior to the Closing Date a current ALTA survey certified by a licensed surveyor in the State of Nevada sufficient to permit or cause Title Company to insure against survey matters at the Closing. Notwithstanding any provision to the contrary contained in this Agreement or any of the Closing Documents, any or all of the Permitted Exceptions may be omitted by Sellers in the “Deeds” (as hereinafter defined) without giving rise to any liability of the applicable Sellers, irrespective of any covenant or warranty of such Seller that may be contained or implied in the Deeds (which provisions of this sentence shall survive the Closing and not be merged therein). Notwithstanding any provision to the contrary contained in this Agreement, Sellers agree that it will remove all Liens (other than non-delinquent taxes) expressly caused or permitted by Sellers, or insure or endorse over any other Liens (other than non-delinquent taxes); provided however, any insurance or endorsement over a Lien shall be to Buyer’s commercially reasonable satisfaction if Sellers did not expressly cause or permit such Lien, and to Buyer’s sole satisfaction if Sellers expressly caused or permitted such Lien.

Exceptions to Title. Buyer’s obligation to purchase the Properties Property is subject to the condition precedent that, at the Closing, Title Company shall be willing to issue the Owner’s Policy effective upon the Closing. Buyer shall be obligated to accept title to the PropertiesProperty, subject to the following exceptions to title (the “Permitted Exceptions”): (a) Real estate taxes and assessments not yet delinquent; (b) The printed exceptions, if any, which appear in a 2006 ALTA extended coverage form Owner’s Policy of Title Insurance issued by Title Company in the State of NevadaCalifornia; (c) The Leases; and (d) Such other exceptions to title or survey exceptions as may be approved or deemed approved by Buyer pursuant to the above provisions of this Section 4.5 or otherwise expressly permitted under this Agreement, or any exceptions resulting from the actions (or inactions) of Buyer or its agents or representatives. Conclusive evidence of the availability of such title shall be the willingness of Title Company to issue to Buyer on the Closing Date a 2006 ALTA extended form Owner’s Policy of Title Insurance issued by Title Company in the State of Nevada California (or policies if Buyer elects to obtain a policy for each Property) (collectively, the “Owner’s Policy”), in the face amount of the Purchase Price, which policy shall show (i) title to the Land and Improvements to be vested of record in Buyer, and (ii) the Permitted Exceptions to be the only exceptions to title; provided, however, if Buyer fails to fulfill Title Company’s conditions required for issuance of such Owner’s Policy, including but not limited to delivery of a current ALTA survey, then the condition precedent described in this Section 4.5.3 shall be deemed satisfied if Title Company shall be willing to issue a ALTA standard coverage form Owner’s Policy of Title Insurance upon or following the Closing. In connection with obtaining coverage over survey matters under any ALTA form of Owner’s Policy, Buyer shall deliver to Title Company prior to the Closing Date a current ALTA survey certified by a licensed surveyor in the State of Nevada California sufficient to permit or cause Title Company to insure against survey matters at the Closing. Notwithstanding any provision to the contrary contained in this Agreement or any of the Closing Documents, any or all of the Permitted Exceptions may be omitted by Sellers Seller in the “DeedsDeed” (as hereinafter defined) without giving rise to any liability of the applicable SellersSeller, irrespective of any covenant or warranty of such Seller that may be contained or implied in the Deeds Deed (which provisions of this sentence shall survive the Closing and not be merged therein). Notwithstanding any provision to the contrary contained in this Agreement, Sellers agree Seller agrees that it will remove all Liens (other than non-delinquent taxes) expressly caused or permitted by SellersSeller, or insure or endorse over any other Liens (other than non-delinquent taxes); provided however, any insurance or endorsement over a Lien shall be to Buyer’s commercially reasonable satisfaction if Sellers Seller did not expressly cause or permit such Lien, and to Buyer’s sole satisfaction if Sellers Seller expressly caused or permitted such Lien.

Exceptions to Title. Buyer’s obligation to purchase the Properties is subject to the condition precedent that, at the Closing, Title Company shall be willing to issue the Owner’s Policy effective upon the Closing. Buyer shall be obligated to accept title to the Properties, Fee Properties subject only to the following exceptions to title (collectively, the “Permitted Exceptions”): "PERMITTED EXCEPTIONS"): (a) Real real estate taxes and assessments not yet then delinquent; ; (b) The the lien of supplemental taxes assessed with respect to matters occurring on or after the Closing Date; (c) the printed exceptions, if any, exceptions which appear in a 2006 ALTA extended coverage form the Owner’s Policy of 's Title Insurance Policies issued by the Title Company in the State of Nevada; (c) The LeasesCompany; and (d) Such other exceptions to title or survey exceptions as may be all Title and Survey Matters approved or deemed approved by Buyer pursuant to the above provisions of this Section 4.5 or otherwise expressly permitted under this Agreement; and (e) any matters affecting the Fee Properties which are created by or with the consent of Buyer, or including, without limitation, any exceptions resulting from matters relating to entitlements sought by Buyer prior to the actions (or inactions) of Buyer or its agents or representativesClosing. Conclusive evidence of the availability of such title shall be the willingness irrevocable commitment of the Title Company to issue to Buyer on the Closing Date a 2006 an ALTA extended form Owner’s Policy policy of Title Insurance issued by Title Company title insurance for each of the Fee Properties ("OWNER'S TITLE POLICIES") in the State of Nevada (or policies if Buyer elects to obtain a policy for each Property) (collectively, the “Owner’s Policy”), in the face amount of the Purchase PricePrice allocated to the applicable Fee Property in Section 2.1, respective, which policy Owner's Title Policies shall show (i) reflect that title to the Land Newark Property and Improvements to be the Utica Property is vested of record in Buyer, and (ii) subject only to the Permitted Exceptions to be the only exceptions to title; provided, however, if Buyer fails to fulfill Title Company’s conditions required for issuance of such Owner’s Policy, including but not limited to delivery of a current ALTA survey, then the condition precedent described in this Section 4.5.3 shall be deemed satisfied if Title Company shall be willing to issue a ALTA standard coverage form Owner’s Policy of Title Insurance upon or following the ClosingExceptions. In connection with obtaining coverage over survey matters under the event that Buyer desires any ALTA form of endorsements to the Owner’s Policy's Title Policies, Buyer shall deliver to separately negotiate such endorsements with the Title Company prior to the Closing Date a current ALTA survey certified by a licensed surveyor in the State of Nevada sufficient to permit or cause Title Company to insure against survey matters at the Closing. Notwithstanding any provision and notwithstanding anything else to the contrary contained in herein, Buyer's obligations under this Agreement shall not be conditioned or contingent on Buyer obtaining the issuance of any of such endorsements, and the Closing Documents, any or all of shall not be delayed for Buyer's failure to obtain the Permitted Exceptions may be omitted by Sellers in the “Deeds” (as hereinafter defined) without giving rise to any liability of the applicable Sellers, irrespective issuance of any covenant or warranty of such Seller that may be contained or implied in the Deeds (which provisions of this sentence shall survive the Closing and not be merged therein). Notwithstanding any provision to the contrary contained in this Agreement, Sellers agree that it will remove all Liens (other than non-delinquent taxes) expressly caused or permitted by Sellers, or insure or endorse over any other Liens (other than non-delinquent taxes); provided however, any insurance or endorsement over a Lien shall be to Buyer’s commercially reasonable satisfaction if Sellers did not expressly cause or permit such Lien, and to Buyer’s sole satisfaction if Sellers expressly caused or permitted such Lienendorsements.

Exceptions to Title. Buyer’s obligation to purchase the Properties is subject to the condition precedent that, at the Closing, Title Company shall be willing to issue the Owner’s Policy effective upon the Closing. Buyer shall be obligated to accept title to the Properties, Xxxxx Property subject only to the following exceptions to title (collectively, the “Permitted Exceptions”): "PERMITTED EXCEPTIONS"): (a) Real real estate taxes and assessments not yet then delinquent; ; (b) The the lien of any supplemental taxes with respect to matters occurring on or after the Closing; (c) the printed exceptions, if any, exceptions which appear in a 2006 ALTA extended coverage form Owner’s Policy of the Buyer's Title Insurance Policy issued by Title Company in the State of Nevada; (c) The LeasesEscrow Holder; and (d) Such other exceptions to title all Title and Survey Matters (except for the Disapproved Exceptions); and (e) any matters affecting the Xxxxx Property which are created by or survey exceptions as may be approved or deemed approved by Buyer pursuant to with the above provisions consent of this Section 4.5 or otherwise expressly permitted under this Agreement, or any exceptions resulting from the actions (or inactions) of Buyer or its agents or representativesBuyer. Conclusive evidence of the availability of such title shall be the willingness commitment of Title Company the Escrow Holder to issue to Buyer on the Closing Date a 2006 ALTA extended form Owner’s Policy basic owner's policy of title insurance ("BUYER'S TITLE INSURANCE POLICY"), which Buyer's Title Insurance issued by Title Company in the State of Nevada (or policies if Buyer elects to obtain a policy for each Property) (collectively, the “Owner’s Policy”), in the face amount of the Purchase Price, which policy Policy shall show (i) reflect that title to the Land and Improvements to be Xxxxx Property is vested of record in Buyer, and (ii) subject only to the Permitted Exceptions to be Exceptions. In the only exceptions to title; provided, however, if event that Buyer fails to fulfill desires an extended coverage policy of title insurance in lieu of the Buyer's Title Company’s conditions required for issuance of such Owner’s Insurance Policy, including but not limited or any endorsements to delivery of a current ALTA survey, then the condition precedent described in this Section 4.5.3 shall be deemed satisfied if Title Company shall be willing to issue a ALTA standard coverage form Owner’s Policy of Buyer's Title Insurance upon or following the Closing. In connection with obtaining coverage over survey matters under any ALTA form of Owner’s Policy, Buyer shall deliver be solely responsible at Buyer's sole cost and expense for providing Escrow Holder with the instruments and other documents (including without limitation any updated Survey) required in obtaining such extended coverage policy of title insurance and/or title endorsements; provided, however such extended coverage or endorsements shall not operate to Title Company prior to the Closing Date a current ALTA survey certified by a licensed surveyor in the State of Nevada sufficient to permit or cause Title Company to insure against survey matters at delay the Closing. Notwithstanding any provision to the contrary contained in this Agreement or any of the Closing Documents, any or all of the Permitted Exceptions may be omitted by Sellers in the “Deeds” (as hereinafter defined) without giving rise to any liability of the applicable Sellers, irrespective of any covenant or warranty of such Seller that may be contained or implied in the Deeds (which provisions of this sentence shall survive the Closing and not be merged therein). Notwithstanding any provision to the contrary contained in this Agreement, Sellers agree that it will remove all Liens (other than non-delinquent taxes) expressly caused or permitted by Sellers, or insure or endorse over any other Liens (other than non-delinquent taxes); provided however, any insurance or endorsement over a Lien shall be to Buyer’s commercially reasonable satisfaction if Sellers did not expressly cause or permit such Lien, and to Buyer’s sole satisfaction if Sellers expressly caused or permitted such Lien.