Common use of Preliminary Title Reports Clause in Contracts

Preliminary Title Reports. As promptly as practicable after the execution of this Agreement, Diablo shall, at its sole cost and expense, deliver or cause to be delivered to ATS a standard preliminary title report dated on or after the date of this Agreement issued by such title company as Diablo and ATS shall mutually reasonably agree (the "Title Company") with respect to those Diablo Assets comprised of the parcels of real property described in Section 5.7 of the Diablo Disclosure Schedule (the "Insured Real Property"). Such reports, as same may be amended or supplemented from time to time to reflect additional title matters, are referred to herein as the "Title Reports". The rights and obligations of the parties shall thereafter be as follows: (a) On or before fifteen (15) business days after ATS' receipt of the last of the Title Reports, ATS shall give to Diablo written notice ("ATS' Title Notice") of ATS' disapproval of any matters shown in the Title Reports. ATS' failure to give ATS' Title Notice within such fifteen (15) business days shall be deemed to constitute ATS' approval of all matters disclosed by the Title Reports; (b) If ATS disapproves any title matters pursuant to ATS' Title Notice, Diablo shall deliver written notice ("Diablo's Title Notice") to ATS within ten (10) business days after Diablo's receipt of ATS' Title Notice, stating whether Diablo agrees to eliminate such disapproved title matters from title to the Insured Real Property prior to the Closing or, if such elimination is not feasible prior to the Closing, to effect such elimination thereafter and to indemnify and hold harmless ATS with respect to such remedy. If Diablo fails to timely deliver Diablo's Title Notice, or if Diablo delivers Diablo's Title Notice but states therein that Diablo is unwilling or unable to eliminate such disapproved title matters, ATS and Diablo shall negotiate in good faith in an attempt to resolve such matters (the "Disapproved Title Sites" and, collectively with the "Disapproved Environmental Sites", the "Disapproved Sites") from the Diablo Assets, a reduction of the Purchase Price or an indemnification (and escrow) from Diablo (not subject to the limitations as to time or amount specified in Article 8). If within twenty (20) business days of the commencement of such negotiations (or such longer period as ATS and Diablo shall agree), the parties have been unable to resolve such matters, either party can terminate this Agreement pursuant to the provisions of Section 7.1(f) within ten (10) business days of the end of such negotiation period; and (c) If, at any time following ATS' approval of the Title Reports, Diablo or the Title Company notifies ATS of any additional matter affecting title to the Insured Real Property, the parties shall have substantially the same rights and obligations as are set forth in paragraphs (a) and (b) above.

Preliminary Title Reports. As promptly as practicable after the execution of this Agreement, Diablo Seller shall, at its sole cost and expense, deliver or cause to be delivered to ATS a standard preliminary title report dated on or after the date of this Agreement issued by such title company or companies as Diablo Seller and ATS shall mutually reasonably agree (collectively, the "Title Company") with respect to those Diablo Seller Assets comprised of the parcels of real property described in Section 5.7 of the Diablo Seller Disclosure Schedule (the "Insured Real Property"). Such reports, as same may be amended or supplemented from time to time to reflect additional title matters, are referred to herein as the "Title Reports". The rights and obligations of the parties shall thereafter be as follows: (a) On or before fifteen (15) business days after ATS' receipt of the last each of the Title Reports, ATS shall give to Diablo Seller written notice ("ATS' Title Notice") of ATS' disapproval of any matters shown in the Title Reports. ATS' failure to give ATS' Title Notice within such fifteen (15) business days shall be deemed to constitute ATS' approval of all matters disclosed by the Title Reports;. (b) If ATS disapproves any title matters pursuant to ATS' Title Notice, Diablo Seller shall deliver written notice ("DiabloSeller's Title Notice") to ATS within ten fifteen (1015) business days after DiabloSeller's receipt of ATS' Title Notice, stating whether Diablo Seller agrees to eliminate or cause the Title Company to insure over such disapproved title matters from title to the Insured Real Property prior to the Closing or, if such elimination is not feasible prior to the Closing, to effect such elimination thereafter and to indemnify and hold harmless ATS with respect to such remedy. If Diablo Seller fails to timely deliver DiabloSeller's Title Notice, or if Diablo Seller delivers DiabloSeller's Title Notice but states therein that Diablo Seller is unwilling or unable to eliminate such disapproved title matters, ATS and Diablo Seller shall negotiate in good faith in an attempt to resolve such matters which resolution may, without limitation, take the form of eliminating one or more of the sites with disapproved title matters (the "Disapproved Title Sites" and, collectively with the "Disapproved Environmental Sites", the "Disapproved Sites") from the Diablo Seller Assets, a reduction of the Purchase Price or an indemnification (and or escrow) from Diablo Seller (not subject to the limitations as to time or amount specified in Section 5.9 and Article 8). If within twenty (20) business days of the commencement of such negotiations (or such longer period as ATS and Diablo Seller shall agree), the parties have been unable to resolve such matters, either party can terminate this Agreement pursuant to the provisions of Section 7.1(f) within ten (10) business days of the end of such negotiation period; and5.9 shall govern. (c) If, at any time following ATS' approval of the Title Reports, Diablo Seller or the Title Company notifies ATS of any additional matter affecting title to the Insured Real Property, the parties shall have substantially the same rights and obligations as are set forth in paragraphs (a) and (b) aboveabove with respect to the affected parcel.

Preliminary Title Reports. As promptly as practicable Within three (3) Business Days after the execution Opening of this AgreementEscrow, Diablo shall, at its sole cost and expense, each Optionor shall cause the Title Company to deliver or cause to be delivered to ATS a standard current preliminary title report dated on or after for Real Property in which it owns an interest to Optionee, together with legible copies of all documents referred to therein and a plot of locatable exceptions. Optionee shall have the date of this Agreement issued by such title company as Diablo right to review, and ATS shall mutually reasonably agree (negotiate with the "Title Company") with respect , the condition of title to those Diablo Assets comprised of each such Real Property during the parcels of real property described in Section 5.7 of the Diablo Disclosure Schedule (the "Insured Real Property")Feasibility Period. Such reports, as same may be amended or supplemented from time to time to reflect additional title matters, are referred to herein as the "Title Reports". The rights and obligations of the parties shall thereafter be as follows: (a) On or before fifteen the Closing Date, each Optionor shall satisfy any monetary liens encumbering each Owned Property that it owns other than non-delinquent property taxes. At Closing, Title Company shall issue (15or be irrevocably committed to issue) business days after ATS' receipt to Optionee an owner’s form of policy of title insurance for each Owned Property, containing the last terms and provisions set forth in this Section 6(a) (each, a “Title Policy”) or, if Optionee so elects, to have the Optionee Policy endorsed to reflect the transfer of title at Closing (either, the “Additional Title Coverage”). Each Title Policy shall be a standard coverage CLTA Owner’s Policy of Title Insurance (Form 2006, or other form approved by Optionee) in an amount equal to the applicable Project Option Price, showing title to the applicable Owned Property vested in Optionee, subject only to (i) the pre-printed exceptions and exclusions, (ii) those exceptions to title commonly known as the Title ReportsCompany’s “Regional Exceptions”, ATS shall give and (iii) such other matters as to Diablo written notice which Optionee has consented in writing prior to Closing ("ATS' Title Notice") of ATS' disapproval of any matters shown in the Title Reports. ATS' provided that Optionee’s failure to give ATS' Title Notice within provide such fifteen (15) business days consent prior to Closing shall be deemed to constitute ATS' approval of all matters disclosed by the Title Reports; (b) If ATS disapproves any title matters pursuant to ATS' Title Notice, Diablo shall deliver written notice ("Diablo's Title Notice") to ATS within ten (10) business days after Diablo's receipt of ATS' Title Notice, stating whether Diablo agrees to eliminate such disapproved title matters from title to the Insured Real Property prior to the Closing or, if such elimination is not feasible prior to the Closing, to effect such elimination thereafter and to indemnify and hold harmless ATS with respect be Optionee’s consent to such remedyother matters). If Diablo fails Optionee shall have the right to timely deliver Diablo's procure an ALTA Extended Coverage Owner’s Policy of Title NoticeInsurance (“ALTA Extended Policy”) for one or more of the Owned Properties, or if Diablo delivers Diablo's Title Notice but states therein provided that Diablo is unwilling or unable the issuance of an ALTA Extended Policy shall not be a condition to eliminate Optionee’s obligation to close and shall not delay Closing. Optionee shall pay for the increased cost of any such disapproved title matters, ATS and Diablo shall negotiate in good faith in an attempt to resolve such matters (the "Disapproved Title Sites" and, collectively with the "Disapproved Environmental Sites"ALTA Extended Policy, the "Disapproved Sites") from the Diablo Assets, a reduction cost of the Purchase Price or an indemnification (and escrow) from Diablo (not subject to the limitations as to time or amount specified in Article 8). If within twenty (20) business days of the commencement of such negotiations (or such longer period as ATS and Diablo shall agree), the parties have been unable to resolve such matters, either party can terminate this Agreement pursuant to the provisions of Section 7.1(f) within ten (10) business days of the end of such negotiation period; and (c) If, at any time following ATS' approval of the Title Reports, Diablo or survey that the Title Company notifies ATS requires for issuance of an ALTA Extended Policy, and the cost of any additional matter affecting other increase in the amount or scope of title insurance if Optionee elects to increase the Insured Real Property, amount or scope of title insurance coverage beyond that provided in the parties shall have substantially the same rights and obligations as are set forth in paragraphs (a) and (b) aboveTitle Policy.

Preliminary Title Reports. As promptly as practicable Not more than seven (7) days after the execution of this Agreement, Diablo shallPurchaser with Seller’s and Real Estate Seller’s cooperation, at its sole cost shall order from First American Title Insurance Company (the “Title Company” and expensesometimes the “Escrow Agent”) for each Owned Real Property, deliver or cause a commitment for an ALTA Owner’s Fee Policy of Title Insurance (the “Commitments”), a copy of which shall be provided by Purchaser to be delivered Seller upon receipt thereof by Purchaser, for review, including complete, legible copies of all instruments noted as exceptions on Schedule B thereof. Failure of Purchaser to ATS order any title Commitment within such seven (7) day period shall constitute a standard preliminary waiver by Purchaser of any right to obtain a title report dated on or Commitment as a condition to Closing and of any Title Defects, as defined below. Within seven (7) days after the date execution of this Agreement issued by such title company as Diablo and ATS shall mutually reasonably agree (the "Title Company") with respect to those Diablo Assets comprised of the parcels of real property described in Section 5.7 of the Diablo Disclosure Schedule (the "Insured Real Property"). Such reports, as same may be amended or supplemented from time to time to reflect additional title matters, are referred to herein as the "Title Reports". The rights and obligations of the parties shall thereafter be as follows: (a) On or before fifteen (15) business days after ATS' receipt of each Commitment, Purchaser shall notify Seller in writing of any liens, encumbrances, restrictions, easements, or conditions shown therein which are objectionable to Purchaser, or which, in the last opinion of the Title ReportsCompany, ATS shall give to Diablo written notice ("ATS' Title Notice") prevent the issuance of ATS' disapproval of any matters shown the title policy in the form as referenced herein. Said items which are objectionable or are prohibited under the title policy shall be considered “Title ReportsDefects” for purposes of this Agreement; provided, however, that Permitted Liens shall not be objectionable by Purchaser and shall not constitute a Title Defect”. ATS' failure to give ATS' Title Notice within such fifteen (15) business days Purchaser shall be deemed to constitute ATS' approval have waived the right to object and shall be deemed to have accepted the status of all matters disclosed title reflected in a particular Commitment if Purchaser fails to object to any matter of title within the said three (3) day period after receipt of such applicable Commitment. If any Title Defect is (i) reflected in a Commitment and not waived by the Title Reports; Purchaser, or (bii) If ATS disapproves any title matters pursuant to ATS' Title Notice, Diablo shall deliver written notice ("Diablo's Title Notice") to ATS within ten (10) business days discovered after Diablo's receipt issuance of ATS' Title Notice, stating whether Diablo agrees to eliminate such disapproved title matters from title to the Insured Real Property a Commitment but prior to fourteen (14) days before the Closing orDate, if such elimination is not feasible prior Seller will be entitled to a reasonable extension of time for the Closing, to effect such elimination thereafter and to indemnify and hold harmless ATS with respect to such remedy. If Diablo fails to timely deliver Diablo's Title Noticeas Seller’s sole discretion, or if Diablo delivers Diablo's Title Notice but states therein that Diablo is unwilling or unable to eliminate such disapproved title matters, ATS and Diablo shall negotiate in good faith in an attempt to resolve such matters not more than seven (the "Disapproved Title Sites" and, collectively with the "Disapproved Environmental Sites", the "Disapproved Sites"7) days from the Diablo Assets, a reduction of the Purchase Price or an indemnification (and escrow) from Diablo (not subject to the limitations as to time or amount specified in Article 8). If within twenty (20) business days of the commencement of such negotiations (or such longer period as ATS and Diablo shall agree), the parties have been unable to resolve such matters, either party can terminate this Agreement pursuant to the provisions of Section 7.1(f) within ten (10) business days of the end of such negotiation period; and (c) If, at any time following ATS' approval date Seller is notified of the Title ReportsDefect, Diablo to remove such Title Defect. In the event such Title Defect is not removed within the seven (7) day extension period, Purchaser shall have the option to declare this Agreement null and void and receive a full refund of all money deposited in escrow or paid to Seller, Escrow Agent or the Title Company notifies ATS of any additional matter affecting title to Escrow Holder, including the Insured Real Property, the parties shall have substantially the same rights and obligations as are set forth in paragraphs (a) and (b) aboveDeposit.

Preliminary Title Reports. As promptly as practicable Within three (3) Business Days after the execution Opening of this AgreementEscrow, Diablo shall, at its sole cost and expense, Optionor shall cause the Title Company to deliver or cause to be delivered to ATS a standard current preliminary title report dated on or after for each Real Property to Optionee, together with legible copies of all documents referred to therein and a plot of locatable exceptions. Optionee shall have the date of this Agreement issued by such title company as Diablo right to review, and ATS shall mutually reasonably agree (negotiate with the "Title Company") with respect , the condition of title to those Diablo Assets comprised of each such Real Property during the parcels of real property described in Section 5.7 of the Diablo Disclosure Schedule (the "Insured Real Property")Feasibility Period. Such reports, as same may be amended or supplemented from time to time to reflect additional title matters, are referred to herein as the "Title Reports". The rights and obligations of the parties shall thereafter be as follows: (a) On or before fifteen the Closing Date, Optionor shall satisfy any monetary liens encumbering each Owned Property other than non-delinquent property taxes. At Closing, Title Company shall issue (15or be irrevocably committed to issue) business days after ATS' receipt to Optionee an owner’s form of policy of title insurance for each Owned Property, containing the last terms and provisions set forth in this Section 6(a) (each, a “Title Policy”) or, if Optionee so elects, to have the Optionee Policy endorsed to reflect the transfer of title at Closing (either, the “Additional Title Coverage”). Each Title Policy shall be a standard coverage CLTA Owner’s Policy of Title Insurance (Form 2006, or other form approved by Optionee) in an amount equal to the applicable Project Option Price, showing title to the applicable Owned Property vested in Optionee, subject only to (i) the pre-printed exceptions and exclusions, (ii) those exceptions to title commonly known as the Title ReportsCompany’s “Regional Exceptions”, ATS shall give and (iii) such other matters as to Diablo written notice which Optionee has consented in writing prior to Closing ("ATS' Title Notice") of ATS' disapproval of any matters shown in the Title Reports. ATS' provided that Optionee’s failure to give ATS' Title Notice within provide such fifteen (15) business days consent prior to Closing shall be deemed to constitute ATS' approval of all matters disclosed by the Title Reports; (b) If ATS disapproves any title matters pursuant to ATS' Title Notice, Diablo shall deliver written notice ("Diablo's Title Notice") to ATS within ten (10) business days after Diablo's receipt of ATS' Title Notice, stating whether Diablo agrees to eliminate such disapproved title matters from title to the Insured Real Property prior to the Closing or, if such elimination is not feasible prior to the Closing, to effect such elimination thereafter and to indemnify and hold harmless ATS with respect be Optionee’s consent to such remedyother matters). If Diablo fails Optionee shall have the right to timely deliver Diablo's procure an ALTA Extended Coverage Owner’s Policy of Title NoticeInsurance (“ALTA Extended Policy”) for one or more of the Owned Properties, or if Diablo delivers Diablo's Title Notice but states therein provided that Diablo is unwilling or unable the issuance of an ALTA Extended Policy shall not be a condition to eliminate Optionee’s obligation to close and shall not delay Closing. Optionee shall pay for the increased cost of any such disapproved title matters, ATS and Diablo shall negotiate in good faith in an attempt to resolve such matters (the "Disapproved Title Sites" and, collectively with the "Disapproved Environmental Sites"ALTA Extended Policy, the "Disapproved Sites") from the Diablo Assets, a reduction cost of the Purchase Price or an indemnification (and escrow) from Diablo (not subject to the limitations as to time or amount specified in Article 8). If within twenty (20) business days of the commencement of such negotiations (or such longer period as ATS and Diablo shall agree), the parties have been unable to resolve such matters, either party can terminate this Agreement pursuant to the provisions of Section 7.1(f) within ten (10) business days of the end of such negotiation period; and (c) If, at any time following ATS' approval of the Title Reports, Diablo or survey that the Title Company notifies ATS requires for issuance of an ALTA Extended Policy, and the cost of any additional matter affecting other increase in the amount or scope of title insurance if Optionee elects to increase the Insured Real Property, amount or scope of title insurance coverage beyond that provided in the parties shall have substantially the same rights and obligations as are set forth in paragraphs (a) and (b) aboveTitle Policy.

Preliminary Title Reports. As promptly as practicable Within three (3) Business Days after the execution Opening of this AgreementEscrow, Diablo shall, at its sole cost and expense, Optionor shall cause the Title Company to deliver or cause to be delivered to ATS a standard current preliminary title report dated on or after for Real Property to Optionee, together with legible copies of all documents referred to therein and a plot of locatable exceptions. Optionee shall have the date of this Agreement issued by such title company as Diablo right to review, and ATS shall mutually reasonably agree (negotiate with the "Title Company") with respect , the condition of title to those Diablo Assets comprised of each such Real Property during the parcels of real property described in Section 5.7 of the Diablo Disclosure Schedule (the "Insured Real Property")Feasibility Period. Such reports, as same may be amended or supplemented from time to time to reflect additional title matters, are referred to herein as the "Title Reports". The rights and obligations of the parties shall thereafter be as follows: (a) On or before fifteen the Closing Date, Optionor shall satisfy any monetary liens encumbering each Owned Property other than non-delinquent property taxes. At Closing, Title Company shall issue (15or be irrevocably committed to issue) business days after ATS' receipt to Optionee an owner’s form of policy of title insurance for each Owned Property, containing the last terms and provisions set forth in this Section 6(a) (each, a “Title Policy”) or, if Optionee so elects, to have the Optionee Policy endorsed to reflect the transfer of title at Closing (either, the “Additional Title Coverage”). Each Title Policy shall be a standard coverage CLTA Owner’s Policy of Title Insurance (Form 2006, or other form approved by Optionee) in an amount equal to the applicable Project Option Price, showing title to the applicable Owned Property vested in Optionee, subject only to (i) the pre-printed exceptions and exclusions, (ii) those exceptions to title commonly known as the Title ReportsCompany’s “Regional Exceptions”, ATS shall give and (iii) such other matters as to Diablo written notice which Optionee has consented in writing prior to Closing ("ATS' Title Notice") of ATS' disapproval of any matters shown in the Title Reports. ATS' provided that Optionee’s failure to give ATS' Title Notice within provide such fifteen (15) business days consent prior to Closing shall be deemed to constitute ATS' approval of all matters disclosed by the Title Reports; (b) If ATS disapproves any title matters pursuant to ATS' Title Notice, Diablo shall deliver written notice ("Diablo's Title Notice") to ATS within ten (10) business days after Diablo's receipt of ATS' Title Notice, stating whether Diablo agrees to eliminate such disapproved title matters from title to the Insured Real Property prior to the Closing or, if such elimination is not feasible prior to the Closing, to effect such elimination thereafter and to indemnify and hold harmless ATS with respect be Optionee’s consent to such remedyother matters). If Diablo fails Optionee shall have the right to timely deliver Diablo's procure an ALTA Extended Coverage Owner’s Policy of Title NoticeInsurance (“ALTA Extended Policy”) for one or more of the Owned Properties, or if Diablo delivers Diablo's Title Notice but states therein provided that Diablo is unwilling or unable the issuance of an ALTA Extended Policy shall not be a condition to eliminate Optionee’s obligation to close and shall not delay Closing. Optionee shall pay for the increased cost of any such disapproved title matters, ATS and Diablo shall negotiate in good faith in an attempt to resolve such matters (the "Disapproved Title Sites" and, collectively with the "Disapproved Environmental Sites"ALTA Extended Policy, the "Disapproved Sites") from the Diablo Assets, a reduction cost of the Purchase Price or an indemnification (and escrow) from Diablo (not subject to the limitations as to time or amount specified in Article 8). If within twenty (20) business days of the commencement of such negotiations (or such longer period as ATS and Diablo shall agree), the parties have been unable to resolve such matters, either party can terminate this Agreement pursuant to the provisions of Section 7.1(f) within ten (10) business days of the end of such negotiation period; and (c) If, at any time following ATS' approval of the Title Reports, Diablo or survey that the Title Company notifies ATS requires for issuance of an ALTA Extended Policy, and the cost of any additional matter affecting other increase in the amount or scope of title insurance if Optionee elects to increase the Insured Real Property, amount or scope of title insurance coverage beyond that provided in the parties shall have substantially the same rights and obligations as are set forth in paragraphs (a) and (b) aboveTitle Policy.