Common use of Real Estate Documents Clause in Contracts

Real Estate Documents. The Shareholders shall have delivered to the Buyer, at the Shareholders' expense, each of the following, in form and substance reasonably satisfactory to the Buyer, covering the Owned Real Estate and/or the Elko Real Property, as the case may be: 4.12.1. At the Closing, an ALTA 1990 owner's title policy (including extended coverage over the standard printed exceptions, access, location, environmental lien, survey and comprehensive endorsements) insuring title in the Company and the Buyer of each parcel of Owned Real Estate and the Elko Real Property and all recorded easements appurtenant thereto upon Closing, subject only to the Permitted Liens and Encumbrances, from First American Title Company of Nevada (the "Title Insurance Company") in the amount set forth with respect to such parcel of Business Real Estate on Schedule 4.12 attached hereto, together in each case with any title insurance affidavit signed by the Company or the Landlord required by the Title Insurance Company and copies of all documents referenced in the policy as exceptions (collectively, the "Title Insurance Policies"). 4.12.2. At least five (5) days prior to the Closing Date, an as-built survey relating to each parcel of Owned Real Estate and the Elko Real Property from a surveyor duly licensed in Nevada which survey shall: (i) be certified to the Company, the Buyer, the Title Insurance Company and to such other parties as the Buyer may indicate, (ii) indicate the location, legal description and area and square feet of each parcel of Owned Real Estate and the Elko Real Property, (iii) locate all easements, utilities (including connections to public streets), parking facilities, covenants and restrictions and rights of way, (iv) indicate adjoining streets, building lines, surface improvements, encroachments, vehicular access and parking requirements, (v) identify which portions of the Owned Real Estate and the Elko Real Property are located in a 100 year flood plain area as identified under the National Flood Insurance Program and (vi) satisfy the Minimum Standard Detail Requirements for ALTA/ACSM (1997) Land Title Surveys, including Table A requirements 3, 4, 6, 7, 8, 9, 10, 11 and 13. 4.12.3. At the Closing, stamped general warranty deeds relating to the Elko Real Property, duly executed and acknowledged by the Landlord, free and clear of all Liens and Encumbrances and leases and any other matters affecting title, except the Permitted Liens and Encumbrances. 4.12.4. A written certification(s) in accordance with section 1445 of the Code certifying that the Landlord is not a "foreign person" as defined in section 1445 of the Code and that the Landlord is therefore exempt from the withholding requirements of said section. 4.12.5. All keys, key cards, combinations, access devices, manuals (if any) and instructional materials (if any) necessary to obtain full access to and use of the Owned Real Estate and the Elko Real Property. 4.12.6. Such other documents as may be reasonably necessary to consummate the Company's acquisition of the Owned Real Estate and the Elko Real Property effected through a "New York style" closing, including, but not limited to, escrow instructions, any releases and settlement agreements from existing creditors of the Landlord which may be necessary to assure delivery of title to the Elko Real Property, subject only to the Permitted Liens and Encumbrances.

Real Estate Documents. The Shareholders Triple Sub shall have delivered to the Buyerobtained, at the Shareholders' Triple Sub’s expense, each of the following, in form and substance reasonably satisfactory to the BuyerTriple, covering the Owned Real Estate and/or the Elko Holdings Real Property, as the case may be:. 4.12.1. At the Closing, an (i) An ALTA 1990 owner's ’s title policy (including extended coverage over the standard printed exceptions, access, location, environmental lien, survey and comprehensive endorsements) insuring title in the Company and the Buyer Triple Sub (or one or more Affiliates of Triple Sub designated by Triple) of each parcel of Owned Real Estate and the Elko Holdings Real Property and all recorded easements appurtenant thereto upon Closing, subject only to the Holdings Permitted Liens and EncumbrancesLiens, from First American Title Company of Nevada (the "Title Insurance Company") in the amount set forth with respect to each such parcel of Business Real Estate on Schedule 4.12 Exhibit I attached hereto, together in each case with any title insurance affidavit signed by the Company Holdings or the Landlord its Affiliates required by the Title Insurance Company title insurance company issuing such policy and copies of all documents referenced in the policy as exceptions (collectively, the "Title Insurance Policies")exceptions. 4.12.2. At least five (5ii) days prior to the Closing Date, an An as-built survey relating to each parcel of Owned Real Estate and the Elko Holdings Real Property from a surveyor duly licensed in Nevada which survey shall: (i) be certified to the Company, the Buyer, the Title Insurance Company and to such other parties as the Buyer may indicate, (ii) indicate the location, legal description and area and square feet of each parcel of Owned Real Estate and the Elko Holdings Real Property, (iiiii) locate all easements, utilities (including connections to public streets), parking facilities, covenants and restrictions and rights of way, (iviii) indicate adjoining streets, building lines, surface improvements, encroachments, vehicular access and parking requirements, (viv) identify which portions of the Owned Real Estate and the Elko Holdings Real Property are located in a 100 year flood plain area as identified under the National Flood Insurance Program and (viv) satisfy the Minimum Standard Detail Requirements for ALTA/ACSM (19971992) Land Title Surveys, including Table A requirements 3, 4, 6, 7, 8, 9, 10, 11 and 13. 4.12.3. At the Closing, stamped general warranty deeds relating Holdings shall have delivered to the Elko Real Property, duly executed and acknowledged by the Landlord, free and clear of all Liens and Encumbrances and leases and any other matters affecting title, except the Permitted Liens and Encumbrances. 4.12.4. A written certification(s) in accordance with section 1445 of the Code certifying that the Landlord is not a "foreign person" as defined in section 1445 of the Code and that the Landlord is therefore exempt from the withholding requirements of said section. 4.12.5. All keys, key cards, combinations, access devices, manuals (if any) and instructional materials (if any) necessary to obtain full access to and use of the Owned Real Estate and the Elko Real Property. 4.12.6. Such Triple Sub such other documents as may be reasonably necessary to consummate the Company's acquisition of the Owned Real Estate and the Elko Holdings Real Property effected through a "“New York style" ” escrow closing, including, but not limited to, escrow instructions, any releases and settlement agreements from existing creditors of the Landlord Holdings or its Affiliates which may be necessary to assure delivery of title to the Elko Holdings’ Real PropertyProperty (including, but not limited to, the Holdings Real Property owned by Affiliates of Holdings), subject only to the Holdings Permitted Liens and EncumbrancesLiens.

Real Estate Documents. The Shareholders Liberty shall have delivered to the Buyerobtained, at the Shareholders' expenseLee'x xxxense, each of the following, in form and substance reasonably satisfactory to the BuyerLiberty, covering the Owned Real Estate and/or the Elko Real Lee Xxxl Property, as the case may be:. 4.12.1. At the Closing, an (i) An ALTA 1990 owner's title policy (including extended coverage over the standard printed exceptions, access, location, environmental lien, survey and comprehensive endorsements) insuring title in the Company and the Buyer Liberty (or one or more Affiliates of Liberty designated by Liberty) of each parcel of Owned Real Estate and the Elko Real owned Lee Xxxl Property and all recorded easements appurtenant thereto upon Closing, subject only to the Lee Permitted Liens and EncumbrancesLiens, from First American Title Company of Nevada (the "Title Insurance Company") in the amount set forth with respect to each such parcel of Business Real Estate on Schedule 4.12 SCHEDULE 6.1(F)(I) attached hereto, together in each case with any title insurance affidavit signed by the Company or the Landlord Lee xx its Affiliates required by the Title Insurance Company title insurance company issuing such policy and copies of all documents referenced in the policy as exceptions (collectively, the "Title Insurance Policies")exceptions. 4.12.2. At least five (5ii) days prior to the Closing Date, an An as-built survey relating to each parcel of Owned Real Estate and the Elko owned Lee Real Property from a surveyor duly licensed in Nevada which survey shall: (i) be certified to the Company, the Buyer, the Title Insurance Company and to such other parties as the Buyer may indicate, (ii) indicate the location, legal description and area and square feet of each parcel of Owned Real Estate and the Elko Real owned Lee Xxxl Property, (iiiii) locate all easements, utilities (including connections to public streets), parking facilities, covenants and restrictions and rights of way, (iviii) indicate adjoining streets, building lines, surface improvements, encroachments, vehicular access and parking requirements, (viv) identify which portions of the Owned Real Estate and the Elko Real owned Lee Xxxl Property are located in a 100 year flood plain area as identified under the National Flood Insurance Program and (viv) satisfy the Minimum Standard Detail Requirements for ALTA/ACSM (19971992) Land Title Surveys, including Table A requirements 3, 4, 6, 7, 8, 9, 10, 11 and 13. 4.12.3. At the Closing, stamped general warranty deeds relating Lee xxxll have delivered to the Elko Real Property, duly executed and acknowledged by the Landlord, free and clear of all Liens and Encumbrances and leases and any other matters affecting title, except the Permitted Liens and Encumbrances. 4.12.4. A written certification(s) in accordance with section 1445 of the Code certifying that the Landlord is not a "foreign person" as defined in section 1445 of the Code and that the Landlord is therefore exempt from the withholding requirements of said section. 4.12.5. All keys, key cards, combinations, access devices, manuals (if any) and instructional materials (if any) necessary to obtain full access to and use of the Owned Real Estate and the Elko Real Property. 4.12.6. Such Liberty such other documents as may be reasonably necessary to consummate the Company's acquisition of the Owned Real Estate and the Elko Real owned Lee Xxxl Property effected through a "New York style" escrow closing, including, but not limited to, escrow instructions, any releases and settlement agreements from existing creditors of the Landlord Lee xx its Affiliates which may be necessary to assure delivery of title to the Elko Real Propertyowned Lee Xxxl Property (including, subject but not limited to, the Lee Xxxl Property owned by Affiliates of Lee), xubject only to the Permitted Liens and EncumbrancesLee Xxxmitted Liens.

Real Estate Documents. The Shareholders Holdings shall have delivered to the Buyerobtained, at the ShareholdersHoldings' expense, each of the following, in form and substance reasonably satisfactory to the BuyerHoldings, covering the Owned Real Estate and/or the Elko Liberty Sub Real Property, as the case may be: 4.12.1. At the Closing, an (i) An ALTA 1990 owner's title policy (including extended coverage over the standard printed exceptions, access, location, environmental lien, survey and comprehensive endorsements) insuring title in the Company and the Buyer Holdings of each parcel of Owned Real Estate and the Elko Liberty Sub Real Property and all recorded easements appurtenant thereto upon Closing, subject only to the Liberty Sub Permitted Liens and EncumbrancesLiens, from First American Title Company of Nevada (the "Title Insurance Company") in the amount set forth with respect to each such parcel of Business Real Estate on Schedule 4.12 attached heretoExhibit K, together in each case with any title insurance affidavit signed by the Company Liberty, Liberty Sub or the Landlord their Affiliates required by the Title Insurance Company title insurance company issuing such policy and copies of all documents referenced in the policy as exceptions (collectively, the "Title Insurance Policies")exceptions. 4.12.2. At least five (5ii) days prior to the Closing Date, an An as-built survey relating to each parcel of Owned Real Estate and the Elko Liberty Sub Real Property from a surveyor duly licensed in Nevada which survey shall: (i) be certified to the Company, the Buyer, the Title Insurance Company and to such other parties as the Buyer may indicate, (ii) indicate the location, legal description and area and square feet of each parcel of Owned Real Estate and the Elko Liberty Sub Real Property, (iiiii) locate all easements, utilities (including connections to public streets), parking facilities, covenants and restrictions and rights of way, (iviii) indicate adjoining streets, building lines, surface improvements, encroachments, vehicular access and parking requirements, (viv) identify which portions of the Owned Real Estate and the Elko Liberty Sub Real Property are located in a 100 year flood plain area as identified under the National Flood Insurance Program and (viv) satisfy the Minimum Standard Detail Requirements for ALTA/ACSM (19971992) Land Title Surveys, including Table A requirements 3, 4, 6, 7, 8, 9, 10, 11 and 13. 4.12.3. At the Closing, stamped general warranty deeds relating Liberty and Liberty Sub shall have delivered to the Elko Real Property, duly executed and acknowledged by the Landlord, free and clear of all Liens and Encumbrances and leases and any other matters affecting title, except the Permitted Liens and Encumbrances. 4.12.4. A written certification(s) in accordance with section 1445 of the Code certifying that the Landlord is not a "foreign person" as defined in section 1445 of the Code and that the Landlord is therefore exempt from the withholding requirements of said section. 4.12.5. All keys, key cards, combinations, access devices, manuals (if any) and instructional materials (if any) necessary to obtain full access to and use of the Owned Real Estate and the Elko Real Property. 4.12.6. Such Holdings such other documents as may be reasonably necessary to consummate the Company's acquisition of the Owned Real Estate and the Elko Liberty Sub Real Property effected through a "New York style" escrow closing, including, but not limited to, escrow instructions, any releases and settlement agreements from existing creditors of the Landlord Liberty, Liberty Sub or their Affiliates which may be necessary to assure delivery of title to the Elko Liberty Sub Real PropertyProperty (including, but not limited to, the Liberty Sub Real Property owned by Affiliates of Liberty or Liberty Sub), subject only to the Liberty Sub Permitted Liens and EncumbrancesLiens.

Real Estate Documents. The Shareholders With respect to the Mortgages, all reports, --------------------- searches, evaluations, agreements and such other documents as the Lender may request shall have been delivered to the Buyer, at the Shareholders' expense, each of the following, Lender in form and substance reasonably satisfactory to the Buyer, covering Lender including without limitation the Owned Real Estate and/or the Elko Real Property, as the case may befollowing: 4.12.1. At (i) Title update reports, endorsements and related documents including without limitation, (A) title examination update and title insurance endorsement commitment; (B) A copy of each title exception revealed by the Closing, an ALTA 1990 owner's title policy (including extended coverage over the standard printed exceptions, access, location, environmental lien, survey and comprehensive endorsements) insuring title in the Company examination update and the Buyer of each parcel of Owned Real Estate title insurance endorsement and the Elko Real Property and all recorded easements appurtenant thereto upon Closing, subject only to the Permitted Liens and Encumbrances, from First American (C) Title Company of Nevada (the "Title Insurance Company") in the amount set forth insurance endorsements as reasonably requested by Lender with respect to such parcel each of Business Real Estate on Schedule 4.12 attached hereto, together in each case with any Lender's existing mortgagee title insurance affidavit signed by policies, including without limitation, a datedown endorsement and endorsement with respect to increased principal amount of the Company or Loan; (ii) Estoppel certificates and estoppel agreements from (A) the Landlord required by Ground Lessors with respect to the Title Insurance Company following: (I) the Fairview Parking Garage Lease, (II) the Underlying Lease; and copies (III) the Fullerton, California Lease and (B) the co-beneficiaries with Borrower with respect to certain other Permitted Encumbrances affecting each of all documents the Mortgaged Hotels, including, without limitation: (I) the Declaration of Easements, as referenced in the policy as exceptions (collectively, the "Title Insurance Policies"). 4.12.2. At least five (5) days prior to the Closing Date, an as-built survey relating to each parcel of Owned Real Estate and the Elko Real Property from a surveyor duly licensed in Nevada which survey shall: (i) be certified to the Company, the Buyer, the Title Insurance Company and to such other parties as the Buyer may indicateFairview Parking Garage Lease, (iiII) indicate the locationReciprocal Easement Agreement, legal description as referenced in the Fairview Parking Garage Lease, (III) the Declaration of Protective Covenants for Vanguard Center (Raleigh, North Carolina Hotel) and area and square feet of each parcel of Owned Real Estate and (IV) the Elko Real PropertyReciprocal Easement Agreement (Livonia, Michigan Hotel); (iii) locate all easementsA certificate of no change from the Borrower, utilities (including connections in form acceptable to public streets), parking facilities, covenants and restrictions and rights of way, the Title Insurer to remove the survey exception from the endorsement; (iv) indicate adjoining streetsCurrent schedules of Space Leases and Equipment Leases (defined as to each Mortgaged Hotel, building linesby each of the applicable Assignment of Leases dated February 7, surface improvements1990, encroachments, vehicular access and parking requirements, as amended by each Mortgage/Assignment Modification); (v) identify which portions Amended Fixture Financing Statements in appropriate form to meet the requirements of the Owned Real Estate and applicable state with respect to each of the Elko Real Property are located in a 100 year flood plain area as identified under the National Flood Insurance Program and Mortgages, executed by Borrower; and (vi) satisfy the Minimum Standard Detail Requirements for ALTA/ACSM (1997) Land Title Surveys, including Table Evidence of compliance with actions required by Schedule A requirements 3, 4, 6, 7, 8, 9, 10, 11 and 13. 4.12.3. At the Closing, stamped general warranty deeds relating to the Elko Real Property, duly executed and acknowledged by the Landlord, free and clear of all Liens and Encumbrances and leases and any other matters affecting title, except the Permitted Liens and Encumbrances. 4.12.4. A written certification(s) in accordance with section 1445 of the Code certifying that the Landlord is not a "foreign person" as defined agreement described in section 1445 of the Code and that the Landlord is therefore exempt from the withholding requirements of said sectionitem 3.1(a)(xv). 4.12.5. All keys, key cards, combinations, access devices, manuals (if any) and instructional materials (if any) necessary to obtain full access to and use of the Owned Real Estate and the Elko Real Property. 4.12.6. Such other documents as may be reasonably necessary to consummate the Company's acquisition of the Owned Real Estate and the Elko Real Property effected through a "New York style" closing, including, but not limited to, escrow instructions, any releases and settlement agreements from existing creditors of the Landlord which may be necessary to assure delivery of title to the Elko Real Property, subject only to the Permitted Liens and Encumbrances.

Real Estate Documents. The Shareholders shall Lee xxxll have delivered to the Buyerobtained, at the Shareholders' Liberty's expense, each of the following, in form and substance reasonably satisfactory to Lee, xxvering the Buyer, covering the Owned Real Estate and/or the Elko Liberty Real Property, as the case may be: 4.12.1. At the Closing, an (i) An ALTA 1990 owner's or leasehold title policy (including extended coverage over the standard printed exceptions, access, location, environmental lien, survey and comprehensive endorsements) insuring title in the Company and the Buyer of Lee xx each parcel of Owned Real Estate and the Elko owned Liberty Real Property and all recorded easements appurtenant thereto upon Closingthe Closing Date, subject only to the Liberty Permitted Liens and EncumbrancesLiens, from First American Title Company of Nevada (the "Title Insurance Company") in the amount set forth with respect to each such parcel of Business Real Estate on Schedule 4.12 attached heretoSCHEDULE 7.1(F)(I), together in each case with any title insurance affidavit signed by the Company Liberty or the Landlord its Affiliates required by the Title Insurance Company title insurance company issuing such policy and copies of all documents referenced in the policy as exceptions (collectively, the "Title Insurance Policies")exceptions. 4.12.2. At least five (5ii) days prior to the Closing Date, an An as-built survey relating to each parcel of Owned Real Estate and the Elko owned Liberty Real Property from a surveyor duly licensed in Nevada which survey shall: (i) be certified to the Company, the Buyer, the Title Insurance Company and to such other parties as the Buyer may indicate, (ii) indicate the location, legal description and area and square feet of each parcel of Owned Real Estate and the Elko owned Liberty Real Property, (iiiii) locate all easements, utilities (including connections to public streets), parking facilities, covenants and restrictions and rights of way, (iviii) indicate adjoining streets, building lines, surface improvements, encroachments, vehicular access and parking requirements, (viv) identify which portions of the Owned Real Estate and the Elko owned Liberty Real Property are located in a 100 year flood plain area as identified under the National Flood Insurance Program and (viv) satisfy the Minimum Standard Detail Requirements for ALTA/ACSM (19971992) Land Title Surveys, including Table A requirements 3, 4, 6, 7, 8, 9, 10, 11 and 13. 4.12.3. At the Closing, stamped general warranty deeds relating Liberty shall have delivered to the Elko Real Property, duly executed and acknowledged by the Landlord, free and clear of all Liens and Encumbrances and leases and any other matters affecting title, except the Permitted Liens and Encumbrances. 4.12.4. A written certification(s) in accordance with section 1445 of the Code certifying that the Landlord is not a "foreign person" as defined in section 1445 of the Code and that the Landlord is therefore exempt from the withholding requirements of said section. 4.12.5. All keys, key cards, combinations, access devices, manuals (if any) and instructional materials (if any) necessary to obtain full access to and use of the Owned Real Estate and the Elko Real Property. 4.12.6. Such Lee xxxh other documents as may be reasonably necessary to consummate the Company's acquisition of the Owned Real Estate and the Elko owned Liberty Real Property effected through a "New York style" escrow closing, including, but not limited to, escrow instructions, any releases and settlement agreements from existing creditors of the Landlord Liberty or its Affiliates which may be necessary to assure delivery of title to the Elko owned Liberty Real PropertyProperty (including, but not limited to, the Liberty Real Property owned by Affiliates of Liberty), subject only to the Liberty Permitted Liens and EncumbrancesLiens.

Real Estate Documents. The Shareholders Holdings shall have delivered to the Buyerobtained, at the Shareholders' Holdings’ expense, each of the following, in form and substance reasonably satisfactory to the BuyerHoldings, covering the Owned Real Estate and/or the Elko Triple Sub Real Property, as the case may be: 4.12.1. At the Closing, an (i) An ALTA 1990 owner's ’s title policy (including extended coverage over the standard printed exceptions, access, location, environmental lien, survey and comprehensive endorsements) insuring title in the Company and the Buyer Holdings of each parcel of Owned Real Estate and the Elko Triple Sub Real Property and all recorded easements appurtenant thereto upon Closing, subject only to the Triple Sub Permitted Liens and EncumbrancesLiens, from First American Title Company of Nevada (the "Title Insurance Company") in the amount set forth with respect to each such parcel of Business Real Estate on Schedule 4.12 attached heretoExhibit J, together in each case with any title insurance affidavit signed by the Company Triple, Triple Sub or the Landlord their Affiliates required by the Title Insurance Company title insurance company issuing such policy and copies of all documents referenced in the policy as exceptions (collectively, the "Title Insurance Policies")exceptions. 4.12.2. At least five (5ii) days prior to the Closing Date, an An as-built survey relating to each parcel of Owned Real Estate and the Elko Triple Sub Real Property from a surveyor duly licensed in Nevada which survey shall: (i) be certified to the Company, the Buyer, the Title Insurance Company and to such other parties as the Buyer may indicate, (ii) indicate the location, legal description and area and square feet of each parcel of Owned Real Estate and the Elko Triple Sub Real Property, (iiiii) locate all easements, utilities (including connections to public streets), parking facilities, covenants and restrictions and rights of way, (iviii) indicate adjoining streets, building lines, surface improvements, encroachments, vehicular access and parking requirements, (viv) identify which portions of the Owned Real Estate and the Elko Triple Sub Real Property are located in a 100 year flood plain area as identified under the National Flood Insurance Program and (viv) satisfy the Minimum Standard Detail Requirements for ALTA/ACSM (19971992) Land Title Surveys, including Table A requirements 3, 4, 6, 7, 8, 9, 10, 11 and 13. 4.12.3. At the Closing, stamped general warranty deeds relating Triple and Triple Sub shall have delivered to the Elko Real Property, duly executed and acknowledged by the Landlord, free and clear of all Liens and Encumbrances and leases and any other matters affecting title, except the Permitted Liens and Encumbrances. 4.12.4. A written certification(s) in accordance with section 1445 of the Code certifying that the Landlord is not a "foreign person" as defined in section 1445 of the Code and that the Landlord is therefore exempt from the withholding requirements of said section. 4.12.5. All keys, key cards, combinations, access devices, manuals (if any) and instructional materials (if any) necessary to obtain full access to and use of the Owned Real Estate and the Elko Real Property. 4.12.6. Such Holdings such other documents as may be reasonably necessary to consummate the Company's acquisition of the Owned Real Estate and the Elko Triple Sub Real Property effected through a "“New York style" ” escrow closing, including, but not limited to, escrow instructions, any releases and settlement agreements from existing creditors of the Landlord Triple, Triple Sub or their Affiliates which may be necessary to assure delivery of title to the Elko Triple Sub Real PropertyProperty (including, but not limited to, the Triple Sub Real Property owned by Affiliates of Triple or Triple Sub), subject only to the Triple Sub Permitted Liens and EncumbrancesLiens.

Real Estate Documents. The Shareholders shall have delivered At or prior to the BuyerClosing, at the Shareholders' expenseSellers shall deliver or cause to be delivered, to Buyer each of the following, in form and substance reasonably satisfactory to the Buyer, covering the Owned Business Real Estate and/or the Elko Real Property, as the case may beEstate: 4.12.1. At 2.20.1 The Title Insurance Policies, in the Closingform of Exhibit L hereto, an ALTA 1990 owner's title policy issued by Fidelity National Title Insurance Company (including extended coverage over the standard printed exceptions, access, location, environmental lien, survey "Title Insurance Company") and comprehensive endorsements) insuring title in the Company and the Buyer of each parcel of Owned Real Estate and the Elko Real Property and all recorded easements appurtenant apurtenant thereto upon Closing, subject only to Permitted Encumbrances and the Permitted Liens and Encumbrances, from First American Title Company of Nevada (the "Title Insurance Company") in 's standard exceptions and consistent with the amount set forth with respect to such parcel of Business Real Estate on Schedule 4.12 attached heretoTitle Insurance Commitments, together in each case with any title insurance affidavit in the form of Exhibit L-1 signed by the Company Sellers as reasonably or the Landlord customarily required by the Title Insurance Company and copies of all documents referenced in the policy as exceptions (collectively, the "Title Insurance Policies")exceptions. 4.12.2. At least five (5) days prior to 2.20.2 The Surveys, in the Closing Dateform of Exhibit M hereto, an as-built survey relating to each parcel of Owned Real Estate and the Elko Real Property from a surveyor duly licensed in Nevada which survey shall: (i) be certified to the Company, the Buyer, the Title Insurance Company and to such other parties as the Buyer may indicate, (ii) indicate the location, legal description and area and square feet of each parcel of Owned Real Estate and the Elko Real Property, (iii) locate all easements, utilities (including connections to public streets), parking facilities, covenants and restrictions and rights of way, (iv) indicate adjoining streets, building lines, surface improvements, encroachments, vehicular access and parking requirements, (v) identify which portions of the Owned Real Estate and the Elko Real Property are located in a 100 year flood plain area as identified under the National Flood Insurance Program and (vi) satisfy the Minimum Standard Detail Requirements for ALTA/ACSM (1997) Land Title Surveys, including Table A requirements 3, 4, 6, 7, 8, 9, 10, 11 and 13Estate. 4.12.3. At the Closing, stamped general warranty deeds relating to the Elko Real Property, duly executed and acknowledged by the Landlord, free and clear of all Liens and Encumbrances and leases and any other matters affecting title, except the Permitted Liens and Encumbrances. 4.12.4. A written certification(s) in accordance with section 1445 of the Code certifying that the Landlord is not a "foreign person" as defined in section 1445 of the Code and that the Landlord is therefore exempt from the withholding requirements of said section. 4.12.5. 2.20.3 All keys, key cards, combinations, access devices, manuals (if any) and instructional materials (if any) necessary to obtain full access to and use of the Business Real Estate. 2.20.4 A special warranty deed to the Owned Real Estate, duly executed and acknowledged by that Seller which holds title to the Owned Real Estate and in proper form for recording, conveying to Buyer fee simple title to the Elko Owned Real PropertyEstate, free and clear of all Liens and leases and any other matters affecting title, except the Permitted Encumbrances. 4.12.6. 2.20.5 A written certification in accordance with section 1445 of the Code certifying that that Seller which holds title to the Owned Real Estate is not a "foreign person" as defined in section 1445 of the Code and that Seller is therefore exempt from the withholding requirements of said section. 2.20.6 Such other documents as may be reasonably necessary to consummate the CompanyBuyer's acquisition of the Owned Real Estate and the Elko Real Property effected through a "New York style" escrow closing, includingas set forth on Schedule 2.20.6. 2.20.7 With respect to each parcel of Leased Real Estate set forth in Schedule 2.20.7, but not limited toa written landlord estoppel and consent, escrow instructionsin a customary form, any releases executed by the landlord of said parcel of Leased Real Estate pursuant to which such landlord shall, among other things, consent to the change of control under the Merger Agreement and settlement agreements from existing creditors to the assignment of the Landlord which may be necessary applicable lease to assure delivery of title to the Elko Real Property, subject only to the Permitted Liens and EncumbrancesBuyer hereunder.