Preliminary Evidence of Title. Within no more than 30 days after ----------------------------- the date hereof, the Sellers and the Partnership shall obtain, in a form acceptable to the Partnership, the following documents to evidence the condition of the title to each of the Properties:
3.2.1 Commitments (the "Title Commitments") to the Partnership for ALTA Form B (1987) Owner's Title Insurance Policies committing to insure, at standard rates, title to each Property as being good and marketable, subject only to the Permitted Exceptions, in the amount of the fair market value of each such Property, issued by a title company acceptable to the Company and the Partnership (the "Title Insurer"). The Title Commitments shall be effective as of the Closing Date, and shall reflect that fee simple title is held by the respective Seller. Each Owner's Title Insurance Policy to be issued to the Partnership at Closing pursuant to Section 7.2.2 below ("Title Insurance Policies") shall contain an extended coverage endorsement over the general or standard exceptions which are a part of the printed form of the policy and subject only to the Permitted Exceptions. Each Title Insurance Policy shall, in addition, (a) include provisions for co-insurance, in such amounts of liability acceptable to the Partnership and the Company; (b) not contain any survey exception, (c) not contain any exceptions for (i) liens for labor or material, whether or not of record, (ii) parties in possession (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii) unrecorded easements, and (iv) taxes and special assessments not shown on the public records, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land from all adjacent public streets and roads, (ii) a survey endorsement insuring that all foundations in place as of the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or the Properties or any part thereof, (iii) an ALTA Form 3.1 zoning endorsement insuring that the Properties are zoned for the buildings and the operation thereof as contemplated by the terms and provisions of this Agreement, (iv) a non-imputation endorsement, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of...
Preliminary Evidence of Title. Within fifteen (15) days after the Effective Date, Purchaser shall obtain (and deliver copies to Seller of) a commitment (the “Title Commitment”) (and copies of the documents of record disclosed by the Title Commitment) for an Owner’s Title Insurance Policy proposing to insure Purchaser and committing to insure the Property in the amount of the Purchase Price, issued by a title insurance company selected by Purchaser in its reasonable discretion (the “Title Insurer”). The Title Commitment shall be effective as of a date after the date of this Agreement and must show fee simple title in Seller.
Preliminary Evidence of Title. Within thirty (30) days following the Effective Date, Purchaser shall use commercially reasonable efforts to obtain each of the following documents (and shall provide to Seller a copy of such documents promptly after Purchaser's receipt thereof):
(a) with respect to the Owned Properties, title insurance commitments (the "OWNER'S TITLE COMMITMENTS") for ALTA Form B (1992) Owner's Title Insurance Policies proposing to insure Purchaser and committing to insure each Owned Property, issued by First American Title Insurance Company (referred to herein as the "TITLE COMPANY" or "ESCROWEE").
(b) with respect to the Leased Properties, leasehold title insurance commitments (the "LEASEHOLD COMMITMENTS," and, together with the Owner's Title Commitments, the "TITLE COMMITMENTS") for ALTA Leasehold Owners Title Insurance Policies proposing to insure Purchaser and committing to insure the leasehold interest in each Leased Property, issued by the Title Company.
(c) current survey plats (collectively, the "SURVEYS") of each of the Properties certified to Purchaser and the Title Company (and such other persons or entities as Purchaser may designate) by a surveyor registered in the state in which such Property is located, prepared in accordance with the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys.
Preliminary Evidence of Title. As specified below, Contributor shall furnish MHC with (or MHC shall obtain directly, as provided below) the following documents to evidence the condition of Contributor's or the applicable Affiliated Partnership's title to each
Preliminary Evidence of Title. Seller shall furnish Purchaser, at Seller’s sole cost and expense, with the following documents to evidence the condition of Seller’s title to the Property:
(i) Within twenty (20) days after the Effective Date, Seller shall furnish to Purchaser a commitment (the “Title Commitment”) for a Texas Owner’s Title Insurance Policy proposing to insure Purchaser and committing to insure the Premises in the amount of the Purchase Price, issued by Chicago Title Insurance Company (in such capacity, the “Title Insurer”).
(ii) Within twenty (20) days after the Effective Date, Seller shall furnish to Purchaser copies of all documents of record referred to in the Title Commitment (other than those deeds of trust or other security instruments as to which Seller shall be obtaining releases at Closing).
(iii) Within twenty (20) days after the Effective Date, Seller shall furnish to Purchaser a current ALTA/ACSM plat of survey of the Property (the “Survey”) including a certification addressed to Purchaser, the title company and Purchaser’s lender.
Preliminary Evidence of Title. (i) Purchaser will order and thereafter obtain a current title commitment for an ALTA owner’s standard coverage title insurance policy for the Premises, together with copies of all documents of records shown as exceptions to title therein (the “Title Commitment”), issued by the Chicago (loop), Illinois offices of First American Title Insurance Company or such other title insurer selected by Purchaser and reasonably accepted by Seller (the “Title Insurer”) and showing title to the Premises in Seller. Purchaser will furnish Seller with copies of the Title Commitment and copies of documents.
(ii) Prior to or contemporaneously with the execution of this Agreement, Seller has delivered to Purchaser or Purchaser’s counsel, and Purchaser acknowledges receipt of, a copy of Seller’s existing plat(s) of survey for the Premises (collectively, the “Survey”). Purchaser, at its election and sole cost and expense, may obtain updated surveys of the Premises (which may be a recertification or update of the Survey) within the Due Diligence Period (collectively, the “Updated Survey”). If Purchaser obtains the Updated Survey, Purchaser shall promptly deliver a copy of the same to Seller and the Title Insurer.
Preliminary Evidence of Title. Within 3 weeks after the Execution Date, the Purchaser shall obtain, in a form acceptable to the Purchaser, the following documents to evidence the condition of the title to each Property:
3.2.1 The Title Commitments which shall commit the Title Insurer to insure, at standard rates, good and marketable title to each Property, subject only to the Permitted Exceptions, in the amount of the Purchase Price of each such Property. The Title Commitments shall reflect that fee simple title (or its Quebec civil law equivalent) is held by the respective Seller. The owner’s title insurance policies, and endorsements thereto, to be issued to the Purchaser at Closing pursuant to Section 5.3.5 hereof are hereafter referred to as the “Title Insurance Policies.”
3.2.2 Sub-searches followed by title opinions (the “Title Opinions”) for each Property evidencing that each Property is owned by the corresponding Seller by good and marketable title free and clear of all hypothecs, prior claims, servitudes, leases, encumbrances and other charges other than the Permitted Exceptions.
3.2.3 Written results of searches reflecting any liens, hypothecs, bankruptcies, and litigation (the “RDPRM Searches”), conducted by the Purchaser’s attorneys in connection with the Sellers or the Properties. The RDPRM Searches shall be conducted as to each Seller and shall search the appropriate registries.
Preliminary Evidence of Title. (i) Purchaser acknowledges that it has received and approves of all matters shown on the commitments (each, a "Title Commitment" and collectively, the "Title Commitments") listed on Exhibit N proposing to insure Purchaser and committing to insure each Premises in the allocated amount of the Purchase Price, issued by Commonwealth Land Title Insurance Company (the "Title Insurer"). Purchaser has objected to the items set forth on Exhibit N-1 as objections and such objections shall be treated as duly objected to title defects under Section 4(C).
(ii) Purchaser acknowledges that it has received copies of and approved of all documents referred to in the Title Commitments, except for such matters set forth on Exhibit N that are stated as missing.
(iii) Purchaser acknowledges that, except as otherwise indicated on Exhibit N, it has received and approves of all matters shown on the as-built survey (the "Survey") for each of the Premises as listed on Exhibit N which will be certified to Purchaser and the Title Insurer (and such other persons or entities as Purchaser may designate) by the surveyor as indicated on Exhibit N as preparing the applicable Survey.
Preliminary Evidence of Title. (i) Purchaser acknowledges that it has received the commitments (each, a "Title Commitment" and collectively, the "Title Commitments") listed on Schedule 4(B)(i), issued by Xxxxxxx Title Guaranty Company (the "Title Insurer").
(ii) Purchaser acknowledges that it has received copies of all documents referred to in the Title Commitments and all other documents evidencing or relating to matters reflected in the Title Commitments.
(iii) Purchaser acknowledges that it has received the as-built survey (the "Survey") for each of the Premises as listed on Schedule 4(B)(iii).
(iv) Purchaser shall have until the Due Diligence Date to review the Title Commitments and the Surveys. If, prior to the Due Diligence Date, Purchaser objects to any matter or condition shown on any Title Commitment or Survey or otherwise discovers any exceptions to title other than Permitted Exceptions with respect to any Property, Purchaser shall notify Seller and the Joint Ventures promptly upon making such determination and, in any event, not later than 5:00 p.m. (New York City time) on the Due Diligence Date. The Purchaser's notice (the "Purchaser's Title Objection Notice") shall include an explanation of such matter, condition or exception. Seller or such Joint Venture, as applicable shall have until 5:00 p.m. (New York City time) on the date that is five (5) business days after the delivery of Purchaser's Title Objection Notice to respond in writing (the "Seller's Title Objection Response") either that (x) it will cure or correct such matter, condition or exception prior to Closing, or (y) it is unable or unwilling to cure or correct such matter, condition or exception (and failure to respond will deemed to be an election of option (y)). If Seller or such Joint Venture delivers (or is deemed to have delivered) a Seller's Title Objection Response indicating that it will not cure or correct such matter, condition or exception, Purchaser shall have until 5:00 p.m. (New York City time) on the date that is three (3) business days from the date on which the Seller's Title Objection Response was delivered, or is deemed to have been delivered, to (i) waive the original Purchaser's Title Objection Notice, in which event such matter, condition or exception shall be deemed a Permitted Exception; or (ii) terminate this Agreement by written notice to Seller and the Joint Ventures. If Seller or such Joint Venture delivers a Seller's Title Objection Response indicating it will cure or correct such mat...
Preliminary Evidence of Title. Within forty-five (45) days following the date hereof, Empire shall use commercially reasonable efforts to obtain each of the following (and shall provide to Transferor a copy thereof promptly after Empire's receipt thereof):
(a) with respect to the Properties, title insurance commitments (the "TITLE COMMITMENTS") for ALTA Form B (1992) Owner's Title Insurance Policies proposing to insure Newco (or its permitted designee) a fee and leasehold interest in and to the Properties, issued by Fidelity National Title Insurance Company of New York (referred to herein as the "TITLE COMPANY"); and
(b) an updated "as built" ALTA/ACSM survey plats (collectively, the "SURVEYS") of the Properties, prepared by a surveyor registered in New York State showing, to the extent applicable all easements of record, parking spaces (including a count thereof), curb cuts, setback reductions of record, flood zone designations and such other items as Empire may reasonably request.
