Common use of Real Estate Matters Clause in Contracts

Real Estate Matters. The Companies shall, and shall cause their applicable Subsidiaries to, reasonably cooperate with Buyer (at the expense of Buyer) in the event Buyer elects to obtain (i) new owner’s title insurance policies (or bring-downs of or endorsements to any of the existing title insurance policies, if available) from a nationally recognized title company selected by Buyer, dated as of a date reasonably proximate to the Closing Date, insuring the Subsidiaries’ fee simple title to each of the Owned Real Properties, free and clear of any Liens, other than Permitted Exceptions, and (ii) ALTA surveys of the Owned Real Properties (or updates to existing ALTA surveys, if available) from one or more licensed surveyors selected by Buyer, sufficient to allow the title company to remove the “survey exception” (where possible) from each of the title policies referenced in clause (i) above as to all of the Owned Real Properties and Leased Real Properties that are material to the business operations of Panadero Aggregates and its Subsidiaries, dated as of a date reasonably proximate to the Closing Date and certified to Buyer, the applicable Subsidiary and the title company. Seller agrees that any such cooperation will include the removal or discharge of any Liens that are not Permitted Exceptions, delivery by the Companies and/or their Subsidiaries of any reasonable affidavits required by the title company, and the granting of access to the Owned Real Properties by the above-referenced surveyor(s). Buyer shall be responsible for the cost and expense of the title policies, the surveys and any related item under this

Real Estate Matters. The Companies Sellers shall, and shall cause their applicable Subsidiaries Affiliates to, reasonably cooperate with Buyer (at the request and expense of Buyer) in obtaining, in the event Buyer elects to obtain (i) new owner’s or leasehold title insurance policies (or bring-downs of or endorsements to any of the existing title insurance policies, if available) from a nationally recognized title company selected by Buyer, dated as of a date reasonably proximate to the Closing Date, in amounts determined by Buyer, insuring the Subsidiarieseach Business Companies’ fee simple title or leasehold interest to each of the Owned Real Properties or Leased Real Properties, as applicable, free and clear of any LiensEncumbrances, other than Permitted ExceptionsEncumbrances, and (ii) ALTA surveys of the Owned Real Properties and Leased Real Properties (or updates to existing ALTA surveys, if available) from one or more licensed surveyors selected by Buyer, sufficient to allow the title company to remove the “survey exception” (where possible) from each of the title policies referenced in clause (i) above as to all of the Owned Real Properties and Leased Real Properties that are material to the business operations of Panadero Aggregates and its Subsidiariesabove, dated as of a date reasonably proximate to the Closing Date and certified to Buyer, the applicable Subsidiary Business Company and the title company. Seller agrees Sellers agree that any such cooperation will include (to the extent practicable and requested by Buyer) using commercially reasonable efforts to cause the removal or discharge of of, or, to the extent consistent with prudent title insurance practice, to cause the title company to omit as exceptions or affirmatively insure over in the applicable title insurance policies, any Liens Encumbrances that are not Permitted ExceptionsEncumbrances, delivery by the Companies and/or Sellers and their Subsidiaries Affiliates of any customary and reasonable affidavits required by the title company (including non-imputation and owner’s affidavits) in form and substance reasonably satisfactory to the Sellers and the title company, and the granting of access to the Owned Real Properties and Leased Real Properties by the above-referenced surveyor(s)) at reasonable times, upon reasonable notice and subject to reasonable limitations. Buyer shall be responsible for the cost and expense of the title policies, the surveys and any related item service (other than the removal or discharge of any Encumbrance that is not a Permitted Encumbrance) under thisthis Section 6.22.

Real Estate Matters. (a) On behalf of New LLC, NovaMed shall obtain a commitment (“Commitment”) issued by a title insurance company (the “Title Company”) for the issuance of ALTA Owner’s Policy of Title Insurance (Form 1970) for the 20xx Xxxxxx Real Property (a “Title Policy”), in an amount of the approximate fair market value of the 20xx Xxxxxx Real Property. The Companies shallCommitment shall show fee simple title to the parcel vested in the Seller, subject only to current real estate taxes not yet due or payable as of the Closing Date and the Permitted Exceptions. The Title Policy to be issued by the Title Company shall have all standard and general exceptions deleted to the fullest extent permitted by applicable law and regulations, including but not limited to the standard survey exception and any exception relating to rights of parties in possession, and shall at NovaMed’s option, contain such endorsements as may be reasonably requested by NovaMed. At Closing, Seller and the Members, as applicable, shall deliver or cause their applicable Subsidiaries toto be delivered such affidavits or other instruments as the Title Company may reasonably require to delete the standard and general exceptions and to provide the endorsements required hereunder. Notwithstanding anything to the contrary contained in this Agreement, reasonably cooperate with Buyer (the premium for the Title Policy at the expense Closing, including the premium for deletion of Buyerthe standard survey exception, and for any other endorsements reasonably requested by NovaMed herein shall be paid by Seller. Seller shall pay or otherwise be responsible for any costs, expenses, deposits or security required to insure over an Unpermitted Encumbrance (as defined herein) or Survey Defect (as defined herein). (b) On behalf of New LLC, NovaMed shall obtain an as-built survey for the 20xx Xxxxxx Real Property (“Survey”) prepared by a registered land surveyor or engineer, licensed in the event Buyer elects state of Tennessee, dated on or after the date of this Agreement, certified to obtain New LLC, the Title Company, and such other entities as NovaMed may designate in writing, and in accordance with the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, jointly established and adopted by ALTA, ACSM and NSPS in 1999, and including all Table A items, and pursuant to the Accuracy Standards (as adopted by ALTA, NSPS and ACSM and in effect on the date of certification) such that the survey measurements are made in accordance with the Minimum Angle, Distance and Closure Requirements for Survey Measurements Which Control Land Boundaries for ALTA/ACSM Land Title Surveys, sufficient to cause the Title Company to delete the standard printed survey exception to the extent permitted. Seller shall pay the entire cost of obtaining the Survey. (c) If (i) new owner’s the Commitment discloses a title insurance policies exception other than a Permitted Encumbrance (an “Unpermitted Encumbrance”) or bring-downs (ii) the Survey discloses any encroachment, overlap, boundary dispute, gap or any other matter which renders title to the 20xx Xxxxxx Real Property uninsurable or reflects that any utility service to the improvements or access thereto does not lie wholly within the 20xx Xxxxxx Real Property, or within an unencumbered easement for the benefit of the 20xx Xxxxxx Real Property, or endorsements to reflects any other matter adversely affecting the present use or value of the 20xx Xxxxxx Real Property (any of the foregoing, a “Survey Defect”), then NovaMed shall give written notice to the Seller specifying NovaMed's objections (the "Title Objections") to one or more of the Unpermitted Encumbrances or Survey Defects, together with a copy of the Commitment and Survey, within ten (10) business days after NovaMed’s receipt of the Commitment (including legible copies of all exceptions listed on Schedules B and C of the Commitment) and Survey. Seller and the Members, at their sole cost and expense and using commercially reasonable efforts, shall either (x) cause all Unpermitted Encumbrances to be removed from the Commitment and/or all Survey Defects to be eliminated from the Survey prior to the Closing, or (y) if Seller and the Members reasonably determine that they are unable to cure any Unpermitted Encumbrance or Survey Defect (1) due to impracticality, or (2) because it is not commercially reasonable to do so, Seller and the Members shall promptly notify NovaMed in writing which Title Objections they cannot or will not satisfy, in which event NovaMed shall have the option of (A) waiving the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions, or (B) terminating this Agreement as provided in Article X. (d) As of the Closing Date Seller shall have delivered to NovaMed the following materials that are in the Seller’s and/or Members possession: (i) complete and legible copies of all Material Contracts relating to or affecting the 20xx Xxxxxx Real Property as set forth on Schedule 4.9 and (ii) complete copies of all existing title insurance policies, title reports or commitments, surveys, appraisals, mechanical and structural reports, engineering plans, architectural drawings, and soil studies and similar reports, if available) from a nationally recognized title company selected by Buyerany, dated as of a date reasonably proximate with respect to the Closing Date, insuring the Subsidiaries’ fee simple title to each of the Owned 20xx Xxxxxx Real Properties, free and clear of any Liens, other than Permitted Exceptions, and (ii) ALTA surveys of the Owned Real Properties (or updates to existing ALTA surveys, if available) from one or more licensed surveyors selected by Buyer, sufficient to allow the title company to remove the “survey exception” (where possible) from each of the title policies referenced in clause (i) above as to all of the Owned Real Properties and Leased Real Properties that are material to the business operations of Panadero Aggregates and its Subsidiaries, dated as of a date reasonably proximate to the Closing Date and certified to Buyer, the applicable Subsidiary and the title companyProperty. Seller agrees that any such cooperation will include shall reimburse NovaMed for the removal or discharge cost of any Liens that are not Permitted Exceptions, delivery its environmental report conducted by the Companies and/or their Subsidiaries of any reasonable affidavits required a consultant retained by the title company, and the granting of access to the Owned Real Properties by the above-referenced surveyor(s)NovaMed. Buyer Seller shall also be responsible for all transfer taxes associated with the cost and expense transfer of the title policies, the surveys and any related item under this20xx Xxxxxx Real Property to New LLC.

Real Estate Matters. The Companies Seller shall, and shall cause their applicable Subsidiaries the Transferred Companies to, reasonably cooperate with Buyer (Purchaser, at the request and sole cost and expense of Buyer) Purchaser, in the event Buyer elects Purchaser elects, or is required by a lender, to obtain (i) new owner’s (or lender’s) title insurance policies (or bring-downs of or endorsements to any of the existing title insurance policies, if available) from a nationally recognized title company selected by BuyerPurchaser, dated as of a date reasonably proximate to the Closing Date, in amounts determined by Purchaser or any lender, insuring the Subsidiaries’ fee simple title applicable Transferred Company’s (or lender’s) interest in and to each any of the Business Owned Real PropertiesProperty, free and clear of any Liens, other than Permitted Exceptions, and (ii) ALTA surveys of the any Business Owned Real Properties Property (or updates to existing ALTA surveys, if available) from one or more licensed surveyors selected by BuyerPurchaser, sufficient to allow the title company to remove the “survey exception” (where possible) from each of the title policies referenced in clause (i) above as to all of the Owned Real Properties and Leased Real Properties that are material to the business operations of Panadero Aggregates and its Subsidiariesabove, dated as of a date reasonably proximate to the Closing Date and certified to Buyer, the applicable Subsidiary Transferred Company, any lender, and the title company. Seller agrees that any such cooperation will include the removal or discharge of any Liens that are not other than Permitted ExceptionsLiens, delivery by the Transferred Companies and/or their Subsidiaries of any reasonable affidavits required by the title companycompany (including owner’s affidavits but specifically excluding any non-imputation affidavits), and the granting of access to the applicable Business Owned Real Properties Property by the above-referenced surveyor(s). Buyer Purchaser shall be solely responsible for the cost and expense of the title policies, the surveys and any related item under thisthis Section 5.20.

Real Estate Matters. The Companies Company shall, and shall cause their applicable its Subsidiaries to, reasonably cooperate with Buyer Parent (at the reasonable request and sole expense of BuyerParent) in obtaining, in the event Buyer Parent elects to obtain (ia) new owner’s title insurance policies (or bring-downs bringdowns of or endorsements to any of the existing title insurance policies, if available) from a nationally recognized title company selected by BuyerParent, dated as of a date reasonably proximate to the Closing Date, in amounts and with such endorsements determined by Parent, insuring the Subsidiaries’ Company or its Subsidiaries fee simple title interest to each of the Owned Real Properties, as applicable, free and clear of any Liens, other than Permitted ExceptionsLiens, and providing so-called extended coverage and (iib) NSPS/ALTA surveys of the Owned Real Properties (or updates to existing NSPS/ALTA surveys, if available) from one or more licensed surveyors selected by BuyerParent, sufficient to allow the title company to remove the “survey exception” (where possible) from each of the title policies referenced in clause (ia) above as to all of the Owned Real Properties and Leased Real Properties that are material to the business operations of Panadero Aggregates and its Subsidiariesabove, dated as of a date reasonably proximate to the Closing Date and certified to BuyerParent, the Company or applicable Subsidiary and the title company. Seller The Company agrees that any such cooperation will include (to the extent practicable and reasonably requested by Parent) using commercially reasonable efforts to (a) cause the removal or discharge of of, or, to the extent consistent with prudent title insurance practice, to cause the title company to omit as exceptions or affirmatively insure over in the applicable title insurance policies, any Liens Lien that are is not a Permitted ExceptionsLien, (b) delivery by the Companies and/or their Subsidiaries Company or applicable Subsidiary of any customary and reasonable affidavits required by the title company to issues its policies (including non-imputation and owner’s affidavits) in form and substance reasonably satisfactory to the Company and the title company, and (c) the granting of access to the applicable Owned Real Properties by to the above-referenced surveyor(s)) at reasonable times, upon reasonable notice and subject to reasonable limitations. Buyer Parent shall be responsible for the cost and expense of the title policies, the surveys and any related item service (other than the removal or discharge of any Lien that is not a Permitted Lien) under thisthis Section 6.15. Nothing in this Section 6.15 shall be deemed to require any cooperation which would (i) require the entry by the Company or any of its Subsidiaries into any agreement or commitment that would be effective prior to the Effective Time and that is not contingent on the occurrence of the Effective Time, (ii) unduly cause material interference with the normal operations of the Company and its Subsidiaries, (iii) include any actions that the Company reasonably believes would (A) result in a violation of any Contract (or a waiver of material rights thereunder) or confidentiality agreement or any Law or (B) conflict with or violate the Company’s organizational documents, (iv) require the giving of representations or warranties to any third parties, or require the indemnification of any third parties, in each case by the Company or any of its Subsidiaries (other than those typically provided in so-called “Seller’s Affidavits” or similar agreements required by the applicable title company in connection with the issuance of the above mentioned policy of title insurance to be issued concurrent with or approximate to the Closing), (v) subject any trustee, director, manager, officer or employee of the Company or any of its Subsidiaries to any actual or potential personal liability or (vi) require the Company or Subsidiaries to make any payment or clear any Liens prior to Closing other than as necessary to issue the above mentioned policy of title insurance (provided that Parent will reimburse the Company for any payments made or costs incurred in connection therewith).