Real Estate. (a) Within ten (10) days after the date hereof, the Lakers shall deliver to Buyer (i) title commitments (hereinafter collectively the "Title Commitment") dated on or after the date hereof, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title Policy"); and (ii) copies of all documents, whether recorded or unrecorded, referred to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being in form and substance satisfactory to Buyer. (b) The Title Policy shall also conform to the following specifications: (i) The insured will be the Company and the Buyer as their interests may appear; (ii) The policy will contain an affirmative statement of insurance to the effect that the knowledge of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer); (iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy; (iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer); (c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer. (d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected. (e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Unitog Co), Stock Purchase Agreement (Unitog Co)
Real Estate. (a) Within ten (10) days after the date hereof, the Lakers shall deliver to Buyer (i) Proler has good and indefeasible title commitments to each parcel of its Owned Property, free and clear of any Lien other than (hereinafter collectively x) liens for real estate taxes not yet due and payable; (y) recorded easements, covenants, and other restrictions which do not impair the "Title Commitment"current use, occupancy or value of the property subject thereto, and (z) dated on or after the date hereof, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) encumbrances and restrictions described in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000title insurance policies and/or survey listed on Schedule 3.14(a), allocated among the owned Real Properties as determined by Buyer, all of which commitment shall be subject only policies have been previously delivered to the Permitted Exceptions (collectively, the "Title Policy"); and MTLM.
(ii) copies there are no pending or, to the Knowledge of all documentsProler, whether recorded threatened condemnation proceedings, suits or unrecordedadministrative actions relating to the Owned Properties or other matters affecting adversely the current use, referred to occupancy or value thereof;
(iii) except as set forth on Schedule 3.14(a), the legal descriptions for the parcels of Owned Property contained in the Title Commitment. The Title Commitment shall also include deeds thereof describe such parcels fully and adequately; the Title Insurer's commitment that it will endorse buildings and improvements are located within the Title Policy so boundary lines of the described parcels of land, are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses or other forms of approval by any Governmental Authority, and do not encroach on any easement which may burden the land;
(iv) all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in material compliance with applicable laws, ordinances, rules and regulations;
(v) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Owned Property, except as set forth on Schedule 3.14(a);
(vi) there are no outstanding options or rights of first refusal to delete standard pre-printed exceptionspurchase the parcels of Owned Property, or any portion thereof or interest therein;
(vii) there are no parties (other than the Proler Companies) in possession of the parcels of Owned Property, other than tenants under any leases disclosed in Schedule 3.14(a) who are in possession of space to which they are entitled;
(viii) all facilities located on the parcels of Owned Property are supplied with utilities and other services necessary for the operation of such endorsements being facilities;
(ix) each parcel of Owned Property abuts on and has direct vehicular access to a public road, or has access to a public road;
(x) all improvements and buildings on the Owned Property are in form good repair and substance satisfactory to Buyeradequate for the use of such Owned Property in the manner in which presently used; and
(xi) there are no material service contracts, management agreements or similar agreements which affect the parcels of Owned Property, except as set forth on Schedule 3.14(a).
(b) The Title Policy shall also conform to the following specifications:
(i) The insured will be the Company and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance to the effect that the knowledge of the Shareholders and the Company prior to Closing shall not be imputed to the Company There are no material leases, licenses or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) similar agreements ("Survey DefectsLeases"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer Proler is a revised Title Commitment and/or surveys reflecting that such remedy has been effectedparty.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
Appears in 1 contract
Real Estate. (The Sellers shall cause the Target Group Companies to use their reasonable endeavours to take the following actions on the following terms with respect to each location indicated below:
a) Within ten the terms of any new lease or sub-lease (10as applicable) days after in respect of the date hereof, rent payable will be no greater than the Lakers shall deliver to Buyer higher of: (i) title commitments (hereinafter collectively the "Title Commitment") dated on or after the date hereof, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned sum paid by the Target Group Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars relevant location in the eighteen ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only 18) months prior to the Permitted Exceptions (collectively, the "Title Policy")Offer Date; and (ii) copies of all documents, whether recorded or unrecorded, referred to the rent level specified in the Title Commitment. The Title Commitment shall also include table attached to document 22 listed at Schedule 5 of the Title Insurer's commitment that it will endorse Disclosure Letter for the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being in form and substance satisfactory to Buyer.new location;
(b) The Title Policy shall also conform the other terms of the lease or sub-lease (as applicable) for the new location are consistent with prevailing market terms;
c) save as otherwise indicated with respect to the following specifications:
locations below, the consent of the Purchaser (not to be unreasonably withheld or delayed) shall be required prior to the Sellers: (i) The insured will be the Company and the Buyer entering into a new lease or sub-lease (as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance to the effect that the knowledge of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyerapplicable);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments agreeing to the extension of an existing lease or other matters sub-lease (as applicable), in each case, for a term of greater than eighteen (18) months from the date of Completion; and
d) the consent of the Purchaser (not to be insured over by the Title Insurer.
(dunreasonably withheld or delayed) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable shall be required prior to the BuyerSellers: (i) entering into a new lease or sub-lease (as applicable); or (ii) entering into an extension of an existing lease or sub-lease (as applicable), in each case, where the Buyer shall advise the Shareholder Representative terms of the same in writing within fifteen such new or extended lease or sub-lease (15as applicable) days after receipt by the Buyer impose any requirements of the last material capital expenditure on any Target Group Company. Enter into a lease extension for a “virtual office” lease which has a contractual expiration of the Title Commitment, the Survey 31 May 2015. Enter into lease extensions for three (3) other Brazil leases (two (2) “virtual offices” expire on 30 November 2015 and the documents affecting title for all of main Sao Paolo lease on 31 December 2015). Renew lease (Regus agreement) when it expires on 31 December 2015. Tenant is currently renegotiating its existing lease with the Real Propertylandlord. Matters not objected The landlord is to by carry out proposed upgrade works at the Buyer within said period shall entrance and stairway and in return the existing lease will be deemed extended to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effectedexpire in March 2017.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
Appears in 1 contract
Sources: Sale and Purchase Agreement (Genworth Financial Inc)
Real Estate. (i) On or prior to the date that is 60 days after the Closing Date, Company shall have delivered to Agent:
(A) Fully executed and notarized Mortgages in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the Property listed on Schedule -------- 6.11
(a) Within ten (10) days after the date hereof, the Lakers shall deliver to Buyer (i); ----------
(B) An opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in each state in which any such Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Agent may reasonably request, in each case in form and substance reasonably satisfactory to Agent;
(1) ALTA mortgagee title insurance policies or unconditional commitments (hereinafter collectively the "Title Commitment") dated on or after the date hereof, therefor issued by Lawyers Title Insurance Corporation (a title company satisfactory to Agent with respect to the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000Property listed on Schedule 6.11(a)(i), allocated among in amounts not less than the owned Real Properties as determined by Buyerrespective ------------------- amounts designated therein with respect to any particular Property, which commitment shall be insuring fee simple title to each such Property vested in Company and assuring Agent that the applicable Mortgage creates valid and enforceable mortgage Liens on the respective Property encumbered thereby subject only to a standard survey exception, which policies (y) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by Agent and (z) shall provide for affirmative insurance and such reinsurance as Agent may reasonably request, all of the Permitted Exceptions (collectively, the "Title Policy")foregoing in form and substance reasonably satisfactory to Agent; and (ii2) copies evidence satisfactory to Agent that Company has delivered to the title company all certificates and affidavits required by the title company in connection with the issuance of the policies and paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company in connection with the issuance of the policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages in the appropriate real estate records;
(D) With respect to each Property listed on Schedule -------- 6.11
(a) (i), a title report issued by the title company with ---------- respect thereto, dated not more than 30 days prior to the Closing Date and satisfactory in form and substance to Agent;
(E) Copies of all documents, whether recorded documents listed as exceptions to title or unrecorded, otherwise referred to in the Title Commitment. The Title Commitment shall also include policies or in the Title Insurer's commitment that it will endorse title reports delivered pursuant to subsection (D); and
(1) Evidence, which may be in the Title Policy so form of a letter from an insurance broker or a municipal engineer, as to delete standard pre-printed exceptionswhether any Property is a Flood Hazard Property and the community in which any such Flood Hazard Property is located is participating in the National Flood Insurance Program; (2) if there are any such Flood Hazard Properties, all such endorsements being in form and substance satisfactory to Buyer.
Company's written acknowledgement of receipt of written notification from Agent (by) The Title Policy shall also conform as to the following specifications:
existence of each such Flood Hazard Property and (iz) The insured will be as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program; and (3) in the event that any such Flood Hazard Property is located in a community that participates in the National Flood Insurance Program, evidence that Company and has obtained flood insurance in respect of such Flood Hazard Property to the Buyer as their interests may appear;extent required under the applicable regulations of the Board of Governors of the Federal Reserve System.
(ii) The policy will contain an affirmative statement In the event that the pending sale of insurance any of the Properties listed on Schedule 6.11(a)(ii) is not -------------------- consummated on or prior to the effect date that is 90 days after the knowledge Closing Date, Company will notify Agent of that fact and promptly execute and deliver to Agent a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions encumbering the Shareholders interest of Company in such Property and the Company prior to Closing shall not opinions, appraisals, documents, title insurance and environmental reports described in Section 6.11(a)(i) or that may be imputed to the Company or the Buyer (any additional cost for such statement shall be paid reasonably required by Buyer);Agent.
(iii) If availableIn the event that a contract of sale is not entered into by Company within 120 days after the Closing Date with respect to any of the Properties listed on Schedule 6.11(a)(iii), Company will notify Agent of that fact and promptly execute and deliver to Agent a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions encumbering the policy for all Real Properties other than interest of Company in such Property and the Affiliated Real Estate will contain an affirmative statement opinions, appraisals, documents, title insurance and environmental reports described in Section 6.11(a)(i) or that may be reasonably required by Agent; provided, however, that in the event a contract of insurance -------- ------- sale is entered into with respect to any such Property during such period and a sale is not consummated on or prior to the effect date that notwithstanding is 60 days after the execution of any other terms such contract, Company will notify Agent of that fact and provisions of promptly take the policy actions described above with respect to such Property. Notwithstanding the contraryforegoing, in the event of loss that any Property listed on Schedule 6.11(a)(ii) or damage insured against under Schedule 6.11(a)(iii) becomes a Principal Property -------------------- --------------------- prior to the terms of the policy, the Title Insurer will not deny liability under the policy date on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain which a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Mortgage with respect to such Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause required to be delivered delivered, Company shall have no obligation to Buyer surveys of each of make the parcels of real estate which comprise deliveries or take the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance actions set forth above with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection respect to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effectedProperty.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
Appears in 1 contract
Real Estate. (a) Within ten With respect to any real property (10x) owned by the Issuer or a Guarantor on the date of this Indenture and with respect to which a mortgage has been granted for the benefit of the Senior Secured Credit Facility Secured Parties, within 180 days after the date hereofof this Indenture or as soon as practical thereafter using commercially reasonable efforts, the Lakers shall deliver to Buyer or (iy) title commitments (hereinafter collectively the "Title Commitment") dated on or acquired after the date hereof, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars (this Indenture and having a fair market value exceeding $2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title Policy"); and (ii) copies of all documents, whether recorded or unrecorded, referred to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment 50.0 million that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being in form and substance satisfactory to Buyer.
(b) The Title Policy shall also conform to the following specifications:
(i) The insured will be the Company and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance to the effect that the knowledge forms a part of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) Collateral within 60 days after the date hereofsuch real property is acquired (or, with respect to this clause (y), such later date as may be agreed to by the Bank Collateral Agent under the Credit Agreement, as set forth in an Officer’s Certificate delivered by the Issuer to the Trustee and the Notes Collateral Agent), the Lakers Issuer or Guarantor, as applicable, shall cause deliver to be delivered to Buyer surveys the Notes Collateral Agent the following:
(1) a fully executed counterpart of each of a Mortgage covering the parcels of applicable real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared property, in accordance with the minimum detail requirements of this Indenture, duly executed by the American Land Title Association land survey standards applicable Issuer or such Guarantor, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof, together with any necessary evidence satisfactory to the Bank Collateral Agent of the completion (or arrangements satisfactory to the Bank Collateral Agent for Class A surveys as of or after the date hereof, said certificates completion) (such agreement by the Bank Collateral Agent to be certified set forth in an Officer’s Certificate delivered by the Issuer to the Company or the Subsidiary which owns such property Notes Collateral Agent and the Title Insurer. The surveys will comply Trustee) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith), together with any requirements of the Title Insurer necessary fixture filings, as may be necessary to create a condition valid, perfected first priority lien, subject to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (no Liens other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or Permitted Liens; (ii) cause such encroachments a policy or other matters policies or marked-up unconditional binder of title insurance, as applicable, in favor of the Notes Collateral Agent and its successors and/or assigns, in the form and amount consistent with the title insurance policies issued to be insured over the Bank Collateral Agent under the Credit Agreement paid for by the Title Insurer.Issuer, issued by a nationally recognized title insurance company insuring the Lien of such Mortgage as a valid first priority Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, coinsurance and reinsurance as required by the Bank Collateral Agent under the Credit Agreement;
(d2) If the Title Commitment or the such surveys disclose any Liens, easements, restrictions, reservations or other defects (or any other matters objectionable to updates or affidavits that the Buyer, title insurance company may reasonably require in connection with the Buyer shall advise the Shareholder Representative issuance of the same in writing within fifteen title insurance policies and sufficient for the title insurance company to remove the standard survey exception and issue the survey-related endorsements,
(153) days after receipt by local counsel opinions consistent with the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have opinions delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected.Bank Collateral Agent under the Credit Agreement; and
(e4) The Lakers such affidavits, certificates, instruments of indemnification and other items as shall pay be reasonably required and evidence of payment by the Issuer of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Title Commitment Mortgages and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and issuance of the surveystitle insurance policies.
Appears in 1 contract
Sources: Indenture (SunCoke Energy, Inc.)
Real Estate. (a) Within ten (10SECTION 3.16(a) days after OF THE SELLER PARTIES DISCLOSURE SCHEDULE contains a complete and correct list of all Leases. Prior to the date hereof, the Lakers shall deliver to Buyer (i) title commitments (hereinafter collectively the "Title Commitment") dated on or after the date hereoftrue, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title Policy"); correct and (ii) complete copies of all documentsLeases relating to the Leased Premises and all amendments thereto have been made available by Seller Parties to Buyer, whether recorded or unrecordedexcept for the leases under which Seller Parties are required to make monthly lease payments of not more than $2,500 individually and which are set forth in SECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE. All such Leases are valid, referred binding and in full force and effect and are enforceable by the lessee thereunder and, except as set forth in SECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, grant such lessee the exclusive right to use and occupy the Leased Premises. Each applicable Seller Entity, as applicable, has, and shall have as of the Closing, good and valid leasehold title to each of the Leased Premises. Except as set forth in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptionsSECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, all material covenants to be performed by the applicable Seller Entity, as applicable, and, to the knowledge of Seller Parties, all material covenants to be performed by the lessor or sublessor under each Lease, have been performed in all material respects, and no event has occurred or circumstance exists which, with the delivery of notice or the passage of time or both, would constitute such endorsements being a breach or default by the applicable Seller Entity, or the lessor or sublessor, or which would permit the termination, modification or acceleration of performance of the obligations of the applicable Seller Entity, or the lessor or sublessor, under any Lease, except for such violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions, or revocations that are excused by or unenforceable as a result of Seller Parties' filing of the Petition(s), and except that Seller Parties have not made certain payments under certain Leases in form and substance satisfactory to Buyerconnection with or in anticipation of the Chapter 11 Cases.
(b) The Title Policy shall also conform to SECTION 3.16(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE contains a true, correct and complete list of all Owned Real Property, including the following specifications:
(i) The insured will be the Company and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement address of insurance to the effect that the knowledge each parcel of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If availableOwned Real Property, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in Seller Entity which the Real Property is located showing the zoning classification of the owns such Owned Real Property and confirming that the current use (or uses) of such Owned Real Property. The applicable Seller Entities have, and shall have as of the Closing, good, valid and marketable title in fee simple to each of the Owned Real Property is and to all buildings, structures and other improvements thereon and all fixtures thereto (other than leased equipment), in conformance with the applicable zoning laws each case, free and use restrictions clear of any Encumbrances (any additional cost for such endorsement shall be paid by Buyer);other than Permitted Property Encumbrances) and except as set forth in SECTION 3.16(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE.
(c) Within fifteen (15Except as set forth in SECTION 3.16(c) days after the date hereofOF THE SELLER PARTIES DISCLOSURE SCHEDULE, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with no Seller Entity has received any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either written notice that (i) remove any condemnation proceeding is pending or correct such encroachments or other matters threatened with respect to the Premises or (ii) cause such encroachments any material zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other matters to be insured over by improvements on any of the Title InsurerPremises.
(d) If No certificate, permit or license from any Governmental Body having jurisdiction over any of the Title Commitment Premises or the surveys disclose any Liensagreement, easements, restrictions, reservations easement or other defects right which is necessary to permit the lawful use and operation of the buildings and improvements on any of the Premises or which is necessary to permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any other matters objectionable of the Premises has not been obtained or is not in full force and effect, and, to the Buyerknowledge of Seller Parties, the Buyer shall advise the Shareholder Representative there is no pending threat of modification or cancellation of any of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effectedsame.
(e) The Lakers shall pay the costs Except as set forth in SECTION 3.16(e) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, all buildings, structures and other improvements on any of the Title Commitment Premises and all fixtures thereto are structurally sound with no known material defects and are in good operating condition and repair and are adequate for the Title Policy use and operation of the Premises to which they relate in the conduct of the Acquired Business as presently conducted and require no maintenance, repairs or replacements, except for ordinary routine maintenance, repairs or replacements, which are not material in nature or cost.
(f) Except as set forth in SECTION 3.16(f) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, no Seller Entity is a party to, or is obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Premises or any portion thereof or interest therein to any Person or entity other than Buyer.
(g) Subject to the entry of the 365 Order, except as set forth in SECTION 3.16(g) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, no consent is required for the assignment of any Lease contemplated hereby.
(h) Prior to the date hereof, except as set forth in SECTION 3.16(h) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, Seller Parties have made available to Buyer for review true, correct and complete copies of all deeds, mortgages, surveys, licenses, leases, title insurance policies (including all premiums for all endorsements as described herein (unless otherwise stated hereinany underlying documents relating to Encumbrances), if any, or equivalent documentation with respect to the Premises and other material documents relating to or affecting the title to the Premises. The agreements, instruments and documents listed in SECTION 3.16(h) and OF THE SELLER PARTIES DISCLOSURE SCHEDULE are not, individually or together with any special coverage as may be required other agreements, instruments or documents listed therein, material to cure Survey Defects) and the surveysAcquired Business.
Appears in 1 contract
Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) Within ten (10) days after at all times prior to contribution of the date hereof, Office Building Assets to the Lakers shall deliver to Buyer Office Building Partnership (i) title commitments (hereinafter collectively the "Title Commitment") dated Borrower grants a negative pledge on or after the date hereofOffice Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estateopinions of counsel, but excluding the Wiper Real Estate) an appraisal and a Phase I environmental audit which in the aggregate amount reasonable opinion of Two Million Six Hundred Thousand Dollars ($2,600,000)the Managing Agents is appropriate with respect to such grant, allocated among including any documentation requested by the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions Banks (collectively, the "Title PolicyOffice Building Documents"); ) and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all documentsother documents related to the transfer of the Office Building Assets to the Borrower, whether recorded or unrecordedincluding, referred without limitation, lien search results from appropriate jurisdictions with respect to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptionsOffice Building Assets, all such endorsements being of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to Buyer.
the Managing Agents; (b) The Title Policy shall also conform prior to or simultaneously with the contribution of the Office Building Assets to the following specifications:
Office Building Partnership, (i) The insured will be the Company Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the effect that the knowledge Administrative Agent all of the Shareholders which replacement Office Building Documents shall be form and the Company prior to Closing shall not be imputed substance satisfactory to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms Managing Agents and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, Borrower shall promptly cause the Lakers shall cause to be delivered to Buyer surveys of each contribution of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified Office Building Assets to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title InsurerOffice Building Partnership.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
Appears in 1 contract
Sources: Loan Agreement (Metrocall Inc)
Real Estate. The leases with ▇▇▇▇▇ Equity, Inc. (a) Within ten (10) days after the date hereof, the Lakers shall deliver to Buyer (i) title commitments (hereinafter collectively the "Title CommitmentLandlord") dated on for ----------- office suites 202 and 219 at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇, as referenced in Schedule 3.16 hereto, are the only leases, licenses or after other agreements relating to the date hereof, issued by Lawyers Title Insurance Corporation use and occupancy of real property (the "Title InsurerLeases") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by which the Company is a party, or any Subsidiary to which the Purchaser shall otherwise be subject as purchaser of the Business. All of the lease agreements, addenda, amendments (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estateletter agreements) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title Policy"); and (ii) copies of all documents, whether recorded or unrecorded, referred to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being in form and substance satisfactory to Buyer.
(b) The Title Policy shall also conform to the following specifications:
(i) The insured will be the Company and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance to the effect that the knowledge other agreements comprising a part of the Shareholders Leases are identified in Schedule 3.16, and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be Seller has heretofore delivered to Buyer surveys Purchaser true, correct and complete copies of each of the parcels Leases. Other than as set forth in Schedule 3.16, neither of real estate which comprise the owned Real Properties (other than Leases has been amended as of this date. The Company is in full possession of the Wiper Real Estate) performed by surveyors registered in entire premises demised under the state in which Leases, and no portion of such property is located and certified by said surveyor to premises have been prepared subleased, licensed or underlet by the Company in accordance any manner. The actual security deposit heretofore paid and the actual rents (basic and additional) currently paid by Purchaser under each of the Leases is as reflected on Schedule 3.16, and as of this date, rent has been paid through December 31, 1999, with he parties agreeing to apportion the Company's rental obligations at Closing as of 5:00 p.m. that day. To Seller's Knowledge, neither the Landlord, nor its agent, have declared the Company to be in default of its obligations under either of the Leases, and no other default exists thereunder by either party hereto, nor does there exist any fact or circumstance which, with the minimum detail requirements passage of time or the delivery of notice, or both, might ripen into a default or an event of default under either of the American Land Title Association land survey standards for Class A surveys as Leases. Without limitation of or after the date hereofforegoing, said certificates to be certified to the Company is neither owed by the Landlord nor owes the Landlord any sum of money, construction obligation or services not heretofore paid or performed. The Company has not been notified of any election by its Landlord purporting to elect to relocate the Subsidiary which owns such property Company to other premises, and the Title Insurer. The surveys will comply with Company has not heretofore exercised any requirements of the Title Insurer as a condition option to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement expand its premises or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over accept additional premises made available by the Title InsurerLandlord.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
Appears in 1 contract
Real Estate. (a) Within ten The Company and each of its subsidiaries does not own any real property or any interest therein except as set forth on SCHEDULE 3.15(A) (10) days after the date hereof"Owned Properties"), which Schedule sets forth the Lakers shall deliver location of the Owned Properties. With respect to Buyer each such parcel of Owned Property, except as set forth on SCHEDULE 3.15(A): (i) the Company has good and marketable title commitments to the parcel of Owned Property, free and clear of any Lien other than (hereinafter collectively y) Liens for real estate taxes not yet due and payable, or (z) recorded easements, covenants, encumbrances and other restrictions which do not materially impair the "Title Commitment"current use or occupancy of the property subject thereto, and any matters that would be disclosed by an accurate and current survey of each of the other parcels of the Owned Properties which would not materially impair the current use or occupancy of the property so surveyed; (ii) dated on there are no pending or after threatened condemnation proceedings, suits or administrative actions relating to the date hereofOwned Properties materially affecting adversely the current use, issued by Lawyers Title Insurance Corporation occupancy or value thereof; (iii) the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance legal descriptions for the Real parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately, and the Owned Properties owned are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) for which any permits or licenses necessary to the use thereof have not been obtained; (iv) there are no outstanding options or rights of first refusal to purchase the parcels of Owned Property, or any portion thereof or interest therein; and (v) there are no parties (other than the Company and its subsidiaries) in possession of the parcels of Owned Property except pursuant to written leases entered into by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) a subsidiary thereof with respect thereto in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties capacity as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title Policy"); and (ii) copies of all documents, whether recorded or unrecorded, referred to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being in form and substance satisfactory to Buyerlandlord.
(b) The Title Policy shall also conform SCHEDULE 3.15(B) sets forth a list of all material leases, licenses or similar agreements to which the Company or its subsidiaries is a party, which are for the use or occupancy of real estate owned by a third party and which are material to the following specifications:
(i) The insured will be operations or the business of the Company and its subsidiaries taken as a whole ("Leases")(copies of which have previously been furnished to Red Cann▇▇), ▇n each case, setting forth (A) the Buyer as their interests may appear;
lessor and lessee thereof, and (iiB) the street address of each property covered thereby (the "Leased Premises"). The policy will contain an affirmative statement of insurance Leases are in full force and effect and have not been amended, and neither the Company or its subsidiaries nor, to the effect that the knowledge of the Shareholders and Company, any other party thereto is in material default or material breach under any such Lease. No event has occurred which, with the Company prior to Closing shall not be imputed to the Company passage of time or the Buyer (giving of notice or both, would cause a breach of or default under any additional cost of such Leases, except for such statement shall be paid by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, breaches or defaults which in the event of loss or damage insured against under the terms of the policy, the Title Insurer will aggregate could not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall reasonably be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor expected to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the a Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title InsurerMaterial Adverse Effect.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
Appears in 1 contract
Real Estate. (a) Within ten (10) days after the date hereof, the Lakers shall deliver to Buyer (i) title commitments (hereinafter collectively the "Title Commitment") dated on or after the date hereof, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the The Company or does not own any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title Policy"); and (ii) copies of all documents, whether recorded or unrecorded, referred to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being in form and substance satisfactory to Buyerreal property.
(b) The Title Policy shall also conform Section 4.12(b) of the Disclosure Schedule lists and describes briefly all real property leased or subleased to the following specifications:
(i) The insured will be the Company and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance to the effect that the knowledge of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title InsurerCompany. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, Sellers have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected.correct and complete copies of the leases and subleases listed in Section 4.12(b) of the Disclosure Schedule. With respect to each lease and sublease listed in Section 4.12(b) of the Disclosure Schedule:
(e1) The Lakers shall pay the costs lease or sublease is legal, valid, binding and enforceable against the Company and, to the Sellers' Knowledge, the landlord thereunder, and, to Sellers' Knowledge in full force and effect;
(2) the lease or sublease will, as of the Title Commitment Closing Date, continue to be legal, valid, binding, enforceable and in full force and effect on identical terms immediately following the Title Policy consummation of the transactions contemplated hereby;
(3) to the Sellers' Knowledge, no party to the lease or sublease is in breach or default, and to the Sellers' Knowledge, no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(4) to the Sellers' Knowledge, no party to the lease or sublease has repudiated any provision thereof;
(5) to the Sellers' Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease;
(6) with respect to each sublease, the representations and warranties set forth in paragraphs (1) through (5) above are true and correct with respect to the underlying lease;
(7) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(8) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the Company's operations thereon and have been operated and maintained in accordance with applicable laws, rules, and regulations, except where a failure would not cause a Material Adverse Change; and
(9) to the Sellers' Knowledge, all premiums facilities leased or subleased thereunder are supplied with utilities and other services necessary for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveysoperation of said facilities.
Appears in 1 contract
Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) Within ten (10) days after at all times prior to contribution of the date hereof, Office Building Assets to the Lakers shall deliver to Buyer Office Building Partnership (i) title commitments (hereinafter collectively the "Title Commitment") dated Borrower grants a negative pledge on or after the date hereofOffice Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estateopinions of counsel, but excluding the Wiper Real Estate) an appraisal and a Phase I environmental audit which in the aggregate amount reasonable opinion of Two Million Six Hundred Thousand Dollars ($2,600,000)the Managing Agents is appropriate with respect to such grant, allocated among including any documentation requested by the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions Banks (collectively, the "Title PolicyOffice Building Documents"); ) and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all documentsother documents related to the transfer of the Office Building Assets to the Borrower, whether recorded or unrecordedincluding, referred without limitation, lien search results from appropriate jurisdictions with respect to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptionsOffice Building Assets, all such endorsements being of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to Buyer.
the Managing Agents; (b) The Title Policy shall also conform prior to or simultaneously with the contribution of the Office Building Assets to the following specifications:
Office Building Partnership, (i) The insured will be the Company Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the effect that the knowledge Administrative Agent all of the Shareholders which replacement Office Building Documents shall be form and the Company prior to Closing shall not be imputed substance satisfactory to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms Managing Agents and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, Borrower shall promptly cause the Lakers shall cause to be delivered to Buyer surveys of each contribution of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified Office Building Assets to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) (Office Building Partnership."Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
Appears in 1 contract
Sources: Loan Agreement (Metrocall Inc)
Real Estate. (a) Within ten Seller shall, within thirty (1030) days after following the date hereof, at its sole cost and expense, cause to be furnished to Buyer and the Lakers Title Company one (1) copy each of a "Land Title Survey" (as that term is defined in the latest edition of the "Manual of Practice for Land Surveying, in Texas" published by the Texas Society of Professional Surveyors) (the "Survey") of the Real Estate, prepared and certified as to all matters shown thereon by a surveyor licensed by the State of Texas ("Surveyor"). The Survey shall deliver bear (i) a certificate in substantially the same form as Exhibit H attached hereto and made a part hereof, and (ii) a notation stating whether or not a portion of the Real Estate is located in a 100-year flood plain, as shown on the current Federal Emergency Management Agency applicable to the Real Estate, and shall show the specific location of any portions of the Real Estate which may be located in any such 100 year flood plan.
(b) Within thirty (30) days following the date hereof, Seller shall, at its sole cost and expense, cause the Title Company to furnish to Buyer (i) a title commitments commitment (hereinafter collectively the "Title Commitment") dated on or after showing Seller as the date hereof, issued by Lawyers Title Insurance Corporation (record title owner of the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding by the Wiper Real Estate) in terms of which Commitment the aggregate amount Title Company agrees to issue to Buyer at Closing a basic owner's policy of Two Million Six Hundred Thousand Dollars title insurance ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title Policy"); ) in the amount of the Book Value of the Real Estate and Real Estate Improvements on the standard form therefor promulgated by the Texas Department of Insurance, insuring Buyer's fee simple title to the Real Estate to be good and indefeasible, subject to the terms of the Title Policy and the Schedule B exceptions, and (ii) copies photocopies of all documents, whether recorded or unrecorded, referred to in documents ("Title Documents") describing all Schedule B title exceptions shown on the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being in form and substance satisfactory to Buyer.
(b) The Title Policy shall also conform to the following specifications:
(i) The insured will be the Company and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance to the effect that the knowledge of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If availableAs used herein, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the term "Title Insurer will not deny liability under the policy Objection Period" shall mean a period commencing on the ground that the insured did not pay value for the estate or interest insured by the policy;
first (iv1st) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause day following Seller's delivery to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Survey, Commitment and Title Commitment, Documents and ending twenty (20) days thereafter. All matters shown on the Survey and exceptions listed in the documents affecting title for all of the Real Property. Matters Commitment which are not objected to by Buyer by delivery of written notice to Seller within the Buyer within said period Title Objection Period shall be conclusively deemed to be Permitted Liensacceptable to Buyer. As In the event Buyer timely objects to any matters title exception or Survey matter which would materially impair the ability of Buyer to which utilize the Real Estate as a banking facility ("Title Objection"), Seller may, but shall not be obligated to, cure such Title Objection; provided, however, that if Seller is able and willing to eliminate or cure such Title Objection, Seller shall notify Buyer objects, the Shareholders shall remedy in writing of such matters as are susceptible of being remedied and shall, fact ("Seller's Title Notice") within ten (10) days after following the Buyer gives Title Objection Period ("Seller's Notice Period"), in which case the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected.
(e) The Lakers shall pay the costs limitation or curing by Seller of the Title Objections shall be complete to the satisfaction of Buyer on or before the Closing Date. In the event Seller does not deliver Seller's Title Notice to Buyer within Seller's Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to cure the Title Objections. In the event Seller (A) does not deliver Seller's Title Notice, or (B) notifies Buyer that Seller is unable or unwilling to cure any Title Objection, Buyer shall be deemed to have waived the Title Objections unless within ten (10) days following the expiration of Seller's Notice Period, Buyer delivers to Seller written notice terminating its obligation to purchase the Real Estate. As used in this Agreement, the term "Permitted Exceptions" shall mean all title exceptions or Survey matters which would not materially impair the ability of Buyer to utilize the Real Estate as a banking facility, and all matters either shown on the Survey or listed in the Commitment to which Buyer does not raise a Title Objection within the Title Objection Period, or, having objected, Buyer waives or is deemed to have waived in accordance with the provisions of this Section 4.10(b). Seller shall, at its sole cost and expense, provide to Buyer the basic Title Policy, reflecting only the Permitted Exceptions, as soon as practicable after the Closing Date. An endorsement to the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) amending the Survey exception, if any, shall be at Buyer's sole cost and any special coverage as may be required to cure Survey Defects) and the surveysexpense.
Appears in 1 contract
Sources: Branch Purchase and Assumption Agreement (Surety Capital Corp /De/)
Real Estate. (a) Within ten (10) days As soon as practicable after the date hereofof this Agreement, the Lakers Seller shall deliver obtain and furnish to Buyer Purchaser, with respect to (i) title commitments each parcel of Owned Real Estate and (hereinafter collectively ii) each parcel of Ground Leased Real Estate which has a site(s) situated thereon that was one of the top 400 revenue producing sites in fiscal 1998 (the "Title Designated Ground Leased Real Estate"), an ALTA Form B (1992) title insurance commitment (each, a "Commitment") dated on or after in each case insuring Seller's interest, if any, in each related guy wire and access easement, for the date hereof, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue issuance of an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including1992) title insurance policy (each, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the a "Title Policy"); , issued by Chicago Title Insurance Company (the "Title Company"), each in an amount mutually agreed upon between Seller and Purchaser and which Commitments shall be delivered no less than fifteen (ii15) copies of all documentsbusiness days prior to the Closing, whether recorded or unrecorded, referred to in showing Purchaser as the Title Commitmentproposed insured. The Title Each Commitment shall may also include the general exceptions customarily set forth therein; provided, however, that with respect to the Owned Real Estate and Designated Ground Leased Real Estate, Seller shall deliver an ALTA statement and provide a Survey as required by the Title Insurer's commitment that it will endorse Company in connection with the issuance of "extended coverage" over such general exceptions. At Closing, Seller shall cause the Title Company to issue a "marked up" Title Policy for each parcel of Owned Real Estate and Designated Ground Leased Real Estate, and with "extended coverage" over the general exceptions, showing Purchaser as the insured. Notwithstanding anything stated herein to the contrary, Seller and Purchaser shall share equally the cost of the title premium for each Title Policy; provided, however, any endorsements to the Title Policy so as shall be issued at the sole cost and expense of Purchaser (other than endorsements issued to delete standard pre-printed exceptionsinsure over an Unpermitted Exception). Seller shall cooperate with Purchaser in obtaining Title Policies and Surveys for the Ground Leased Real Estate other than the Designated Ground Leased Real Estate; provided, however, that Purchaser shall pay all costs and expenses related to such endorsements being in form Title Policies and substance satisfactory to BuyerSurveys.
(b) The As soon as practicable after the date of this Agreement, Seller shall obtain and furnish to Purchaser, with respect to each parcel of Owned Real Estate and Designated Ground Leased Real Estate, a current survey (each, a "Survey") sufficient to cause the Title Policy Insurer to delete the standard printed survey exception set forth in each Commitment, which Survey shall also conform be certified to Seller, Purchaser and Purchaser's lender, and shall bear Purchaser's standard surveyor certificate in the following specifications:
(i) The insured will be the Company and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance to the effect that the knowledge form of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy attached Attachment VI. Notwithstanding anything stated herein to the contrary, in Seller and Purchaser shall share equally the event cost of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);each Survey.
(c) Within Purchaser shall have fifteen (15) days after subsequent to the date hereofreceipt of the later of the Commitment and the Survey for each parcel of Owned Real Estate or Designated Ground Leased Real Estate to notify Seller in writing as to Purchaser's objections relative to matters of title or survey for the applicable parcel of Owned Real Estate or Designated Ground Leased Real Estate other than (i) materialmen's, mechanics', carriers', workmen's, repairmen's and other like liens arising in the ordinary course of business, (ii) liens for current Taxes not yet due or payable or any Taxes being contested in good faith by Seller, (iii) any other covenants, conditions and restrictions, of record or otherwise, affecting title to the Owned Real Estate or Designated Ground Leased Real Estate that could not reasonably be expected to result in a Material Adverse Effect on the use or marketability of such real estate, and (iv) matters that were caused by Purchaser or any party claiming through or on behalf of Purchaser (such matters, the Lakers "Unpermitted Exceptions"). In the event Purchaser does not notify Seller of Unpermitted Exceptions within such fifteen (15) day period, Purchaser shall cause be deemed to have accepted the Commitment and Survey for the applicable parcel of Owned Real Estate or Designated Ground Leased Real Estate without objection, and Purchaser shall accept title to the same at Closing subject to the matters set forth in such Commitment and Survey (the "Permitted Exceptions"). In the event Purchaser notifies Seller of Unpermitted Exceptions within such fifteen (15) day period, then Seller shall use commercially reasonable efforts to cure the Unpermitted Exceptions by having the Title Company waive such exceptions or defects or commit to insure over the same. If Seller reasonably determines that it is unable to cure any Unpermitted Exception (1) due to impracticality, or (2) because it is not commercially reasonable to do so, Seller shall notify Purchaser in writing that Seller shall not cure such Unpermitted Exception(s). Unpermitted Exceptions that are accepted by Purchaser shall be delivered deemed Permitted Exceptions. Purchaser hereby agrees that Seller need not remove liens, mortgages or security interests affecting the Owned Real Estate constituting Unpermitted Exceptions until the Closing, and that Seller shall have no obligation whatsoever to Buyer surveys remove liens, mortgages, deeds of trust or security interests affecting the ground lessor's interest in the Ground Leased Real Estate. Seller shall reasonably cooperate, at no cost or expense to Seller, to enable Purchaser to obtain (i) subordination, non-disturbance and attornment agreements from any mortgagee of a ground lessor's interest in the Ground Leased Real Estate, and (ii) a lender's title insurance policy simultaneously issued with each Title Policy.
(i) If, at the Closing, there remain Unpermitted Exceptions that Seller has committed to cure, and the estimated aggregate out-of-pocket cost (as determined by mutual agreement of the parcels parties no later than five (5) days prior to the Closing) to cure such Unpermitted Exceptions exceeds One Million Dollars ($1,000,000), the amount of real estate which comprise such costs in excess of One Million Dollars ($1,000,000) shall be held back from the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located Purchase Price and certified by said surveyor to have been prepared set aside and held in accordance with the minimum detail requirements escrow agreement in substantially the form attached hereto as Attachment VII (the "Escrow Agreement"), pending the cure of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title CommitmentUnpermitted Exceptions. In the event the surveys show parties are unable to agree on the amount to be held in escrow pursuant to the Escrow Agreement, or whether any encroachments over a lot lineamount shall be held in escrow, prohibited encroachments over any easement or any other matters whichafter good faith negotiations, such amount shall be the diminution in Buyer's reasonable opinion, does or could materially interfere with the use, operation, fair market value or financing of the affected real estate occasioned by reason of the existence of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 Bsuch Unpermitted Exception(s) (the "Survey DefectsReduction Amount"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over as determined by the Title Insurer.
average of two appraisals prepared by appraisers, one selected by each of Seller and Purchaser, each of which appraisers shall be independent and members in good standing of the American Institute of Real Estate Appraisers and shall have had not less than ten (d10) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative years' experience with commercial real estate of the same type as the affected real estate in writing the location where such real estate is located. Each of Seller and Purchaser shall bear the costs of its respective appraiser, and, in the event a third appraiser is necessary, each of Seller and Purchaser shall share equally the costs of such appraiser. Each appraiser shall independently determine the diminution in the fair market value of the affected real estate and complete and forward to Seller and Purchaser their separate appraisal reports within fifteen forty-five (1545) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Propertyparties' failure to agree. Matters Any appraisal report not objected to by the Buyer so forwarded within said such time period shall be deemed to be Permitted Liensexcluded. As to any matters to which If only one such report is timely forwarded, then the Buyer objectsappraisal set forth therein shall establish the Reduction Amount. If both reports are timely forwarded and the lower appraisal is not less than ninety percent (90%) of the higher appraisal, then the Shareholders average of the two appraisals shall remedy such matters as are susceptible establish the Reduction Amount. If the lower appraisal is less than ninety percent (90%) of being remedied the higher appraisal, then the two appraisers shall meet and shall, select an independent third appraiser within ten (10) days after the Buyer gives expiration of the Shareholder Representative notice forty-five (45) day period. In the event the two appraisers fail to so select a third appraiser, either party may obtain court appointment of objection such third appraiser. The third appraiser shall independently determine the diminution in the fair market value of the affected real estate and promptly complete and forward its report to Seller and Purchaser. The average of the two appraisals closest in amount shall be the Reduction Amount.
(ii) If, at the Closing, there remain Unpermitted Exceptions that Seller has notified Purchaser that Seller is unwilling to cure, and the estimated aggregate out-of-pocket cost (as determined by mutual agreement of the parties no later than five (5) days prior to the Closing) to cure such Unpermitted Exceptions exceeds One Million Dollars ($1,000,000), Purchaser shall take title to the affected real estate as it then exists, and, except as provided below, Purchaser shall deduct from the Purchase Price either an amount (but only that amount in excess of One Million Dollars ($1,000,000))
(A) agreed to by the parties as the estimated aggregate out-of-pocket cost of curing such Unpermitted Exception(s), or (B) if the parties are unable to agree as to such matters, have delivered amount an amount equal to the Buyer diminution in the fair market value of the affected real estate occasioned by reason of the existence of any such Unpermitted Exception(s), as determined in accordance with the appraisal method described above in clause (i); provided, however, that in the event the amount determined in accordance with either clause (i) above or this clause (ii) is less than One Million Dollars ($1,000,000), Purchaser shall have no right to a revised Title Commitment and/or surveys reflecting that such remedy has been effectedreduction in the Purchase Price. In no event shall Seller's liability, the amount held in escrow and the aggregate amount deducted from the Purchase Price pursuant to this Section 6.6(d), exceed in the aggregate Five Million Dollars ($5,000,000).
(e) The Lakers Notwithstanding anything to the contrary contained in this Agreement, in no event shall pay Seller be obligated to furnish Purchaser with Commitments or Title Policies for Owned Real Estate or Designated Ground Leased Real Estate located in jurisdictions where title insurance is not issued, and accordingly, the costs failure of Seller to furnish Commitments or Title Policies in such jurisdictions shall not constitute a breach by Seller of this Agreement; provided, however that, subject to this Section 6.6, Seller will provide, if available or if it exists, the commercially reasonable equivalent to the Commitments or Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveysPolicies in such jurisdictions.
Appears in 1 contract
Real Estate. (a) Within ten (10) days after the date hereof, the Lakers shall deliver to Buyer (i) title commitments (hereinafter collectively Seller shall have obtained and delivered to Buyer a written consent for the "Title Commitment") dated on assignment of the Ground Leases from the landlord or after the date hereof, issued by Lawyers Title Insurance Corporation other party whose consent thereto is required under such Ground Leases (the "Title InsurerGround Lease Consent"), in form and substance reasonably satisfactory to Buyer and Buyer's lender, if such Ground Leases shall remain in effect after the Closing.
(ii) committing Except as otherwise provided in Section 12 hereof, Seller shall have obtained and delivered to issue Buyer an ALTA 1992 Form B Owner's Policy estoppel certificate with respect to each of Title Insurance for the Real Properties owned by Ground Leases, dated no more than thirty (30) days prior to the Company or any Subsidiary (includingClosing Date, from the other party to such Ground Lease, in a form reasonably acceptable to Buyer, and which, in the case of the Ground Lease with respect to the HUD Facility, shall include, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estateaffirmation of tenant's purchase option contained therein.
(iii) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment Seller shall be subject only have obtained and delivered to Buyer an estoppel certificate with respect to the Permitted Exceptions ALSA Agreement, dated no more than thirty (collectively30) days prior to the Closing Date, from the "Title Policy"); and (ii) copies of all documentsother party to such ALSA Agreement, whether recorded or unrecorded, referred to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being in a form and substance satisfactory reasonably acceptable to Buyer.
(b) The Title Policy shall also conform to the following specifications:
(i) The insured will be the Company and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance to the effect that the knowledge of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy Seller shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be have delivered to Buyer surveys of each such non-foreign affidavits dated as of the parcels of real estate which comprise Closing Date and in form and substance required under the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor Treasury Regulations issued pursuant to have been prepared in accordance with the minimum detail requirements Section 1445 of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with Internal Revenue Code so that Buyer is exempt from withholding any requirements portion of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title InsurerPurchase Price thereunder.
(dv) If To the Title Commitment extent that Buyer has identified any lien that (A) Seller has, at any time from the end of the Diligence Period to the Closing Date, caused or permitted to be imposed on the surveys disclose Senior Living Assets and (B) if in existence prior to the end of the Diligence Period, and if discovered by Buyer prior to the end of the Diligence Period, would have constituted a "Diligence Period Lien," Seller shall, on or prior to the Closing Date, pay or discharge in full such lien (or agree to reduce the Purchase Price by any Liensunpaid amount), easementsexcept for any such lien that Seller is contesting in good faith, restrictions, reservations as to which Seller shall have provided a bond or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effectedcommercially reasonable security.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Five Star Quality Care Inc)
Real Estate. (a) Within ten (10) 45 days after following the date hereofClosing Date, the Lakers shall deliver Company will obtain, at its sole cost and expense, a loan policy of title insurance, ALTA 1970 Form B (amended 10/17/70 and 10/17/84), if available, and, if not available, in an alternative ALTA form which is acceptable to Buyer (i) title commitments (hereinafter collectively the "Title Commitment") dated on or after the date hereofCollateral Agent, in its sole discretion, issued by Lawyers the Title Insurance Corporation (Company for each of the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be properties subject only to the Permitted Exceptions Realty Mortgages (collectively, the "Title Loan Policies" and individually, a "Loan Policy"); , with a face value of not less than $75,000,000 insuring each mortgage or deed of trust, as appropriate, to be a valid Lien on such Real Estate free and (ii) copies clear of all documents, whether recorded defects and encumbrances except for any mortgage or unrecorded, referred deed of trust pursuant to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all Syndicated Facility Documents with such endorsements being and affirmative insurance (to the extent available) as the Collateral Agent, in form and substance satisfactory to Buyerits reasonable discretion, may require.
(b) The Title Policy shall also conform Company agrees, to the following specifications:
(i) The insured will be extent that the Company has or intends to furnish a Lien to the Agent and the Buyer Banks under the Syndicated Facility Documents on any Real Estate for which it may hold a leasehold interest ("Leasehold Interest"): (a) to grant the Collateral Agent a mortgage, deed of trust, or other security instrument, as their interests may appear;
appropriate (ii"Leasehold Security Instrument"), sufficient to constitute a Lien against such Leasehold Interest in form and substance reasonably satisfactory to it, (b) The policy will contain an affirmative statement to provide the Collateral Agent with fully paid Chicago Title Insurance Company Lender's leasehold title insurance policies, insuring each Leasehold Security Instrument to be a valid Lien on such Real Estate free and clear of insurance all defects and encumbrances except for any mortgage or deed of trust pursuant to the effect that the knowledge of the Shareholders Syndicated Facility Documents with such endorsements and the Company prior to Closing shall not be imputed affirmative insurance (to the Company or extent available) as the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contraryCollateral Agent, in the event of loss or damage insured against under the terms of the policyits reasonable discretion, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property may require, and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after that Collateral Agent shall make appropriate fixture filings against any Real Estate for which the date hereof, Agent and the Lakers shall cause to be delivered to Buyer surveys of each of Banks under the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor Syndicated Facility Documents has or intends to have been prepared in accordance a fixture filing with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As respect to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effectedLeasehold Interest.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
Appears in 1 contract
Sources: Senior Secured Note Purchase Agreement (Oglebay Norton Co /Ohio/)
Real Estate. (a) Within ten (10) days after During the date hereofInterim Period, the Lakers shall deliver to Buyer Vendor will obtain title opinions from Vendor's Solicitors and certificates of location from reputable Quebec surveyors (i) title commitments (hereinafter collectively the "Quebec Title CommitmentDocuments") dated on or after ), the date hereofwhole in respect of the Owned Real Property located in the Province of Quebec. During the Interim Period, the Vendor will also obtain with respect to the Owned Real Property located in Massachusetts, an endorsement update to the title insurance policy currently issued by Lawyers Old Republic National Title Insurance Corporation Policy (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title PolicyUpdate Endorsement"); and (ii) copies of all documents, whether recorded or unrecorded, referred to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being in form and substance satisfactory to Buyer.
(b) The Title Policy shall also conform to the following specifications:
(i) The insured will be the Company and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance to the effect that the knowledge of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show Title Documents or the Update Endorsement reveal any encroachments over a lot line, prohibited encroachments over any easement defect or any other matters irregularity (the "Title Defects") which, in Buyerthe Vendor's reasonable opinionsole judgment, does or could materially interfere with acting reasonably, causes the use, operation, value or financing Vendor to breach any of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed its representations and warranties set forth in Part E Sections 4.2(a) and 4.2(g) of Disclosure Schedule 5.1 B) ("Survey Defects")this Agreement, the Lakers Vendor shall disclose the Title Defects in writing to the Purchaser and proceed, in its sole discretion, in accordance with one of the following options:
(a) the Vendor shall remedy the Title Defect prior to the Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over Date in order for the Vendor's representations and warranties affected by the Title Insurer.Defect to be true and accurate as of the Closing Date; or
(db) If if the Vendor is unable or unwilling to remedy the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable Defect prior to the BuyerClosing Date as provided in paragraph (a) above, the Buyer Vendor shall advise arrange, with the Shareholder Representative of Purchaser's cooperation, to subscribe for the same in writing within fifteen (15) days after receipt by Purchaser's benefit at the Buyer of the last of Vendor's cost a title insurance policy or, with respect to the Title CommitmentInsurance Policy an endorsement, as the Survey and case may be, for the documents affecting title for all of the relevant Owned Real Property. Matters not objected to by Such policy or endorsement shall cover the Buyer within said period risk resulting from the Title Defects and shall be deemed to be Permitted Liens. As to any matters to which come into effect as of the Buyer objects, Closing Date; in consideration for this title insurance coverage the Shareholders Purchaser shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered deliver to the Buyer Vendor as of the Closing Date a revised waiver of any rights and recourses which it would have against the Vendor under this Agreement resulting from the Title Commitment and/or surveys reflecting that such remedy has been effected.Defects; or
(ec) The Lakers the Vendor shall pay have the costs right to terminate this Agreement in accordance with the provisions of Sections 7.4(b) and 7.5, unless the Purchaser agrees to deliver to the Vendor, as of the Title Commitment Closing Date, a waiver of any rights and recourses which it would have against the Vendor under this Agreement resulting from the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
Appears in 1 contract
Sources: Asset Purchase Agreement (Shire Pharmaceuticals Group PLC)
Real Estate. (a) Within twenty (20) days following the Effective Date (or, if not practicable despite B▇▇▇▇’s best efforts, as soon as reasonably practicable), Buyer, at its sole cost and expense, shall obtain an owner’s title insurance commitment (the “Title Commitment”) for each parcel of Owned Real Property from a title company mutually agreed to by the Parties. Buyer shall provide Sellers with a copy of each Title Commitment within five (5) days after B▇▇▇▇’s receipt thereof. Buyer shall cause each Title Commitment to be updated within five (5) days of the date on which Closing is scheduled to occur pursuant hereto. Each Title Commitment shall show that title will be vested in Buyer as good marketable title in fee simple, free and clear of all liens and encumbrances except (i) real property taxes and assessments which are a lien but not yet due and payable, (ii) applicable zoning and building laws, rights of the public in legal highways and other Permitted Liens, and (iii) any other matter of record which Buyer has expressly agreed to assume in writing or for which Buyer has not delivered an Objection in accordance with Section 6.14(c) (collectively, the “Permitted Encumbrances”).
(b) Buyer shall have the right, but not the obligation, to obtain current surveys of the Owned Real Property (each, a “Survey”). If required in order to convey title to the Owned Real Property from a Seller to Buyer, Buyer shall obtain a new boundary legal description of the applicable Owned Real Property (the “Legal Description”) from a surveying and engineering firm mutually agreeable to Buyer and Sellers. If Buyer obtains any Survey and/or the Legal Description, then Buyer shall be responsible for the cost thereof.
(c) If a Title Commitment or a Survey contain matters that are not acceptable to Buyer in its sole discretion (collectively, the “Objections”), then Buyer shall provide Sellers with written notice of all such Objections within sixty (60) days following the Effective Date. Sellers shall have ten (10) days after B▇▇▇▇’s delivery of such notice to advise Buyer in writing whether S▇▇▇▇▇▇ are able and willing (in their discretion) to cure any or all Objections and/or revise the applicable Survey to eliminate the objectionable matters, in each case, at Sellers’ sole cost and expense (the “Objection Response”). If Sellers are unable or unwilling to cure all Objections to Buyer’s satisfaction, then Buyer shall, within fifteen (15) days following B▇▇▇▇’s receipt of the Objection Response, either
(i) terminate this Agreement by providing written notice of this intent to Sellers, in which event Buyer and Sellers shall have no further obligations to each other, or (ii) waive the Objections and proceed to Closing, subject to all other terms and conditions of this Agreement. Notwithstanding the foregoing: (a) Buyer shall not be required to object to any mortgage, lien or other monetary encumbrance affecting all or any portion of the Owned Real Property and all such mortgages, liens and monetary encumbrances, shall be satisfied or released in full by Sellers at or prior to Closing at Sellers’ sole cost and expense; (b) Buyer shall have the continuing right until Closing to object to any new title matters that arise or are created after the effective date of any Title Commitment; and (c) Sellers agree to reasonably cooperate with Buyer in connection with Buyer’s efforts to forfeit any oil and gas leases applicable to the Owned Real Property, including, without limitation, execution by Sellers of any applicable notices, affidavits, or other similar documents required to forfeit the oil and gas leases. If the basis for the Objections makes the title unmarketable, then the closing date and Outside Date shall be adjourned for a reasonable time to allow Sellers to eliminate the Objections, not to exceed forty-five (45) days.
(d) Within ten (10) days after Business Days following the date hereofEffective Date, the Lakers Sellers shall deliver to Buyer the following written or electronic information relating to the Owned Real Property to the extent that such information is within Sellers’ possession or control:
(ia) title commitments existing surveys (hereinafter collectively the "Title Commitment"including legal descriptions); (b) dated on or after the date hereof, issued by Lawyers Title Insurance Corporation existing farm leases and residential leases; (the "Title Insurer"c) committing a completed Phase I Environmental Site Assessment owner’s questionnaire (a form to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined be provided by Buyer, which commitment shall be subject only to ); (d) a completed residential property disclosure form for each residential dwelling on the Permitted Exceptions (collectively, the "Title Policy")Owned Real Property; and (iie) copies a completed lead based paint disclosure form for each residential dwelling on the Owned Real Property. Sellers shall have a continuing obligation to Buyer during the term of all documentsthis Agreement to deliver to Buyer, whether recorded or unrecorded, referred to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptionsimmediately after Sellers’ receipt thereof, all such endorsements being in form and substance satisfactory communications with all governmental authorities concerning the Owned Real Property (e.g., violation notices, notices pertaining to Buyerassessments, condemnation notices, etc.
), as well as all non- privileged communications or other documents relating to any threatened or pending claim concerning the Owned Real Property or that otherwise could adversely affect the Owned Real Property or its value. Within thirty (b30) The Title Policy days following the Effective Date, Sellers shall also conform deliver to the following specifications:
(i) The insured will be the Company and the Buyer an updated Phase I Environmental Site Assessment, dated as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance to the effect that the knowledge of the Shareholders and Effective Date or later (the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer“Updated Phase I”);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer.
(d) If the Title Commitment or the surveys disclose Updated Phase I includes any Liensmaterial findings, easementsthen Buyer shall, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after following B▇▇▇▇’s receipt by the Buyer of the last Updated Phase I, either (i) terminate this Agreement by providing written notice of this intent to Sellers, in which event Buyer and Sellers shall have no further obligations to each other, or (ii) waive the findings and proceed to Closing, subject to all other terms and conditions of this Agreement.
(e) Risk of loss to the Owned Real Property from fire or other casualty shall be borne by Sellers until delivery of the Title CommitmentDeeds, provided that if the Survey Owned Real Property or any portion thereof is damaged or destroyed in any material respect by fire or other casualty prior to the Closing, then in such event Buyer shall have the option to (i) proceed with the transaction and be entitled to insurance, not exceeding the documents affecting title for Purchase Price, if any, paid to Sellers under any and all policies of insurance covering the Owned Real Property so damaged or destroyed, or (ii) terminate this Agreement, in which case the Parties shall have no further obligations to the other (other than the provisions specifically identified as surviving after the termination of this Agreement).
(f) If prior to Closing, all or any portion of the Owned Real Property. Matters not objected Property has been taken or if Sellers shall receive a notice from any Governmental Authority (or quasi- governmental authority) having eminent domain power over the Owned Real Property of its intention to take, by eminent domain proceeding, any part of the Owned Real Property (a “Taking”), Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which have the Buyer objectsoption, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, exercisable within ten (10) days after the Buyer gives the Shareholder Representative receipt of notice, to elect in writing to terminate this Agreement by delivering notice of objection such termination to such mattersSellers, whereupon this Agreement shall be deemed canceled and of no further force or effect, and no Party shall have delivered any further rights or liabilities against or to the other except pursuant to the provisions of this Agreement which are expressly provided to survive the termination hereof. If Buyer shall not timely elect to terminate this Agreement, then Buyer and Sellers shall consummate this transaction in accordance with this Agreement; provided, however, that Sellers shall, on the Closing Date, (i) assign and remit to Buyer the proceeds of any award or other proceeds of such Taking which have been collected by Sellers as a revised Title Commitment and/or surveys reflecting that result of such remedy has Taking, or (ii) if no award or other proceeds shall have been effected.
(e) The Lakers collected, deliver to Buyer an assignment of Sellers’ rights to any such award or other proceeds which may be payable to Sellers as a result of such Taking. Sellers shall pay the costs promptly notify Buyer in writing of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and commencement or occurrence of any special coverage as may be required to cure Survey Defects) and the surveyscondemnation proceedings.
Appears in 1 contract
Real Estate. (a) Within ten (10) Each Borrower shall, and shall ensure that each Loan Party shall, use all commercially reasonable efforts to deliver within 30 days after the Closing Date (or such later date hereofas shall be acceptable to the Administrative Agent in its sole discretion) such Landlord Lien Waivers and Bailee's Waivers as the Administrative Agent shall request in its sole discretion exercised reasonably.
(b) Each Borrower shall, the Lakers and shall deliver to Buyer cause each other Loan Party and each of its Subsidiaries to, use all commercially reasonable efforts to, (i) title commitments comply in all material respects with all of their respective obligations under all of their respective Leases now or hereafter held respectively by them with respect to Real Property (hereinafter collectively other than Non-Material Real Property), including the "Title Commitment"Leases set forth in Schedule 4.19; (ii) dated on not modify, amend, cancel, extend or otherwise change in any materially adverse manner any of the terms, covenants or conditions of any such Leases; (iii) not assign or sublet any other Lease if such assignment or sublet would have a Material Adverse Effect; (iv) provide the Administrative Agent with a copy of each notice of default under any Lease received by such Loan Party or any of its Subsidiaries immediately upon receipt thereof and deliver to the Administrative Agent a copy of each notice of default sent by such Loan Party or any of its Subsidiaries under any Lease simultaneously with its delivery of such notice under such Lease; and (v) notify the Administrative Agent at least 14 days prior to the date the Borrower or any Subsidiary takes possession of, or becomes liable under, any new leased premises or Lease, whichever is earlier.
(c) Each Borrower shall ensure that (at the Borrowers' expense) each Borrower or Subsidiary thereof which is the fee or leasehold owner of the following Real Property, shall, within 60 days after the date hereofClosing Date, issued by Lawyers Title Insurance Corporation (deliver or cause to be delivered to the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance Administrative Agent current as-built surveys, for the Real Properties owned by the Company or any Subsidiary Property located in Beaumont, Texas, Blytheville, Arkansas, Sergeant Bluff (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000Port ▇▇▇▇), allocated among the owned Real Properties as determined by BuyerIowa, which commitment shall be subject only Verdigris, Oklahoma, and Woodward, Oklahoma, more particularly described on Schedule 4.19, reasonably satisfactory in form and substance to the Permitted Exceptions Administrative Agent. In the event that such surveys reveal any matters which would have (collectivelyi) a Material Adverse Effect, the "Title Policy"); and (ii) copies any material adverse effect on the value of all documents, whether recorded the relevant Collateral or unrecorded, referred (iii) any adverse effect (x) on the Collateral Agent's ability to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being obtain title insurance policies in form and substance satisfactory to Buyer.
Administrative Agent or (by) The Title Policy shall also conform to on the following specifications:
(i) The insured will be the Company and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement of Collateral Agent's rights or remedies under any title insurance to the effect that the knowledge of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If availablepolicies, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect Borrowers shall ensure that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters are corrected or cured in a manner and by such date as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effectedAdministrative Agent may reasonably specify.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
Appears in 1 contract
Real Estate. (a) Within ten OWNED PROPERTIES. Section 4.28 of the Disclosure Letter sets forth a true, correct and complete list of all real property (10including improvements thereon) days after the date hereof, the Lakers shall deliver to Buyer (i) title commitments (hereinafter collectively the "Title Commitment") dated on or after the date hereof, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title PolicyOwned Real Property"). With respect to each such parcel of Owned Real Property: (i) such parcel is free and clear of all encumbrances other than such encumbrances which do not materially interfere with the present use thereof; (ii) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any person the right of use or occupancy of any portion of such parcel; and (iiiii) copies there are no outstanding actions, rights of all documents, whether recorded first refusal or unrecorded, referred options to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all purchase such endorsements being in form and substance satisfactory to Buyerparcel.
(b) The Title Policy shall also conform to LEASED PROPERTIES. Section 4.28(b) of the following specifications:
Disclosure Letter sets forth a true, correct and complete list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company or any of its Subsidiaries is a tenant, subtenant, landlord or sublandlord (collectively, the "Leased Real Property") and for each Lease indicates whether or not the consent of the landlord thereunder will be required in connection with (i) The insured will be the Company and the Buyer as their interests may appear;
Merger, (ii) the assignment of the Leases as collateral in respect of the Financing (assuming it occurs on the terms set forth in the Financing Letters) or (iii) the other transactions contemplated by this Agreement. The policy Company (either directly or through a Subsidiary) holds a valid and existing leasehold or subleasehold interest or landlord or sublandlord interest as applicable, under each of the Leases described in Section 4.28(b) of the Disclosure Letter. The Company has delivered or made available to MergerSub true, correct, and complete copies of each of the Leases. With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Lease will contain an affirmative statement of insurance continue to be legal, valid, binding, enforceable and in full force and effect on the effect that same terms and conditions following the Effective Time; (iii) neither the Company (or its applicable Subsidiary), nor to the knowledge of the Shareholders Company, any other party to the Lease, is in breach or default under the Lease, and no event has occurred which, with notice or lapse of time, would constitute a breach or default by the Company prior to Closing shall not be imputed to (or such Subsidiary) or permit termination, modification or acceleration under the Company or the Buyer (any additional cost for such statement shall be paid Lease by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
party thereto; (iv) The policy shall contain a zoning endorsement the Company (or its applicable Subsidiary) has performed and will continue to perform all of its obligations under the Lease, (v) the Company has not, and to the knowledge of the Company, no third party has repudiated any provision of the Lease; (vi) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease other than (x) those arising in the form ordinary course of ALTA Form 3.0; business and (y) those which, individually or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereofaggregate, said certificates to be certified to do not constitute a Material Adverse Effect on the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer its Subsidiaries, taken as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.whole; 41
Appears in 1 contract
Real Estate. (a) Within ten Section 3.18 of the Company Disclosure Schedule identifies each parcel of real property owned or leased by the Company (10) days after the date hereof"Company Real Property"). The Company has good, the Lakers shall deliver marketable, and indefeasible fee simple title to Buyer each property identified as owned by it free and clear of all Liens other than (i) title commitments (hereinafter collectively Liens that do not, individually or in the "Title Commitment") dated on or after aggregate, materially impair the date hereof, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned conduct by the Company of its business thereon or any Subsidiary (includingmaterially detract from the value thereof, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title Policy"); and (ii) copies Liens for taxes accrued but not yet payable, and (iii) Liens that secure obligations of the Company under the CITBC Financing Agreement and under the United States National Bank of Oregon promissory note dated July 31, 1996 and related deed of trust ("Permitted Encumbrances"). The Company holds a valid leasehold interest under a lease or sublease covering each property identified as leased by it free and clear of all documents, whether recorded or unrecorded, referred to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being in form and substance satisfactory to BuyerLiens other than Permitted Encumbrances.
(b) The Title Policy shall also conform Section 3.18 of the Company Disclosure Schedule sets forth a tables that show, with respect to each of the following specifications:
store leases included in the Company Real Property (the "Company Store Leases"), (i) The insured will be the Company base rent for each fiscal year through 2002 and the Buyer as their interests may appear;
(ii) The policy lease expiration, options, rent for the current fiscal year, rent during the first option period, and percentage rent.
(c) After the execution and delivery of this Agreement, the Company will contain an affirmative statement of insurance make available to the effect that Parent a complete, correct, and current copy of each of the Company Store Leases, including any modifications and supplements. Except as set forth in Section 3.18 of the Company Disclosure Schedule, (i) all of the Company Store Leases are in full force and effect, (ii) the Company and, to the knowledge of Company, all other parties to the Company Store Leases have, in all material respects, duly and timely performed their obligations and are not in default under the Company Store Leases, and the Company is not currently withholding any rent due under any of the Company Store Leases, (iii) the Company has not given or received any notice of a material default under any of the Company Store Leases, (iv) no event has occurred or condition exists that, with the giving of notice, the passage of time, or both, would constitute a material default by the Company or, to the knowledge of the Shareholders and Company, any other party under any of the Company prior to Closing shall not be imputed Store Leases, (v) neither the Company nor, to the knowledge of the Company, any other party has waived, or extended the time for the performance of, any material obligations under the Company or the Buyer Store Leases, and (any additional cost for such statement shall be paid by Buyer);
(iiivi) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions knowledge of the policy to the contraryCompany, in the event of loss or damage insured against under the terms none of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property Company Store Leases is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (subject to any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurerimpending cancellation.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative Except as set forth in Section 3.18 of the same in writing within fifteen (15) days after receipt by the Buyer Company Disclosure Schedule, no third parties have any rights to use or occupy any of the last of the Title Commitment, the Survey and the documents affecting title for all of the Company Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters whether as are susceptible tenants, subtenants, holders of being remedied and shalleasements or licenses, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effectedor otherwise.
(e) The Lakers shall pay the costs use of the Title Commitment Company Real Property by the Company in its business as presently and ordinarily conducted conforms with applicable zoning laws, regulations, and permits, except where the Title Policy failure to conform would not have a Company Material Adverse Effect. In addition, (including all premiums for all endorsements i) no zoning changes are pending or, to the knowledge of the Company, threatened that would prohibit or make nonconforming the use of any of the Company Real Property as described herein presently and ordinarily used, (unless otherwise stated hereinii) no condemnation or eminent domain proceedings are pending or, to the knowledge of the Company, threatened with respect to any of the Company Real Property, and (iii) no landlord or public authority is installing, or, to the knowledge of the Company, planning to install, any special coverage as may material improvements the cost of which might, in full or in part, be required to cure Survey Defects) and assessed against the surveysCompany.
Appears in 1 contract
Real Estate. If and to the extent that the gross value generated from ----------- the sale or lease of the Real Estate exceeds the aggregate of the sum of (a) Within ten $15 million and (10b) days after the date hereoffees, costs and expenses of the Lakers shall deliver Purchaser and its Affiliates incident to Buyer (i) title commitments (hereinafter collectively the "Title Commitment") dated on or after the date hereof, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (Estate, including, without limitation, the Affiliate fees, costs and expenses of, leasing and selling the Real Estate, but excluding the Wiper Real Estate) then, and in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000)such event, allocated among the owned Real Properties as determined by Buyer, which commitment such excess proceeds shall be subject only split (i) 10% to the Permitted Exceptions (collectively, the "Title Policy"); Purchaser and (ii) copies of all documents, whether recorded or unrecorded, referred to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being in form and substance satisfactory to Buyer.
(b) The Title Policy shall also conform 90% to the following specifications:
(i) The insured will be the Company and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance to the effect that the knowledge of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If availableDebtors, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contraryprovided however, in the event of loss Purchaser receives a bona fide offer to sell or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate lease all or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification any portion of the Real Property and confirming that Estate, Purchaser shall submit the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified offer to the Company or Debtors for approval, and if Debtors do not approve the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, offer within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such mattersbusiness days, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected.
(e) The Lakers then Debtors shall pay the carrying costs for all or such portion, as the case may be, of the Title Commitment Real Estate described in the offer for a period of six (6) months and Debtors shall have the Title Policy right to sell or lease all or such portion, as the case may be, of the Real Estate at its sole discretion within such six (including all premiums 6) month period; provided, however, that if the Debtors have an agreement with a bona fide purchaser for all endorsements or any portion, as the case may be, of the Real Estate and Debtors are continuing to pay the carrying costs for all or such portion, as the case may be, of the Real Estate, then Debtors shall continue to have the right to sell or lease all or such portion, as the case may be, of the Real Estate until such agreement is terminated or consummated. Notwithstanding the foregoing, if the Debtors sell or lease all or any portion, as the case may be, of the Real Estate during such six (6) month period described herein above, for less than the offer submitted to Debtors by Purchaser for such real property, Debtors shall pay the amount which is less than such offer to Purchaser. If Debtors do not sell or lease such real property within the six (unless otherwise stated herein6) month period described above, Purchaser shall again have the right to sell or lease such property and any special coverage Purchaser shall pay the carrying costs from the end of such six (6) month period until such time as may be required such property is sold or leased by another offer is submitted by Purchaser and rejected by Debtors. If the right to cure Survey Defects) and sell or lease the surveysReal Estate reverts to the Purchaser, then Debtors shall have no approval rights, but Purchaser hereby agrees to use commercially reasonable efforts with respect to the sale of such Real Estate.
Appears in 1 contract
Sources: Asset Purchase, License & Agency Agreement (Montgomery Ward Holding Corp)
Real Estate. (i) Confirmation and Granting of Liens.
(a) Within ten [intentionally omitted].
(10b) In connection with any acquisition of real property by a Credit Party after the Effective Date, such Credit Party shall (x) at least thirty (30) days after prior to the date hereof, closing of the Lakers shall acquisition deliver to Buyer (i) title commitments (hereinafter collectively the "Title Commitment") dated on or after Collateral Agent and the date hereofLenders the following items, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title Policy"); and (ii) copies of all documents, whether recorded or unrecorded, referred to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being each in form and substance satisfactory to Buyer.
(b) The Title Policy shall also conform to the following specifications:
Collateral Agent (i) The insured will be the Company and the Buyer as their interests may appear;
a feasibility study for such real property, including comparisons with other similar projects, (ii) The policy will contain an affirmative statement a report outlining the approval status of insurance to the effect that the knowledge such real property (indicating expiration dates of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyerapprovals);
, (iii) If available, the policy a legal description of such real property sufficient for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms a mortgage and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground establishing that the insured did not pay value for the estate property constitutes a legal lot or interest insured by the policy;
parcel under applicable subdivision laws, (iv) The policy a report by an independent consultant satisfactory to Agent regarding investigation of such property for Hazardous Materials and compliance with Environmental Laws, with such report in form and substance satisfactory to Agent, (v) a cash flow schedule for such real property, (vi) a summary report updating land acquisition activity year-to-date, including a description of all future development commitments, and (vii) such other documents, instruments and information with respect to such real property as the Collateral Agent or any Lender shall contain reasonably request, and (y) no more than thirty (30) days after the closing of the acquisition deliver to the Collateral Agent and the Lenders, in a zoning endorsement in form and substance satisfactory to the form Collateral Agent, a current appraisal of ALTA Form 3.0; or such real property performed by an appraiser satisfactory to Agent. Collateral Agent may from time to time designate any real property of any Credit Party which is not Mortgaged Property (including any real property acquired after the approved substantial equivalent thereof for the jurisdiction Effective Date) as "Additional Mortgaged Property," in which case such Credit Party shall as promptly as possible (and in any event within thirty (30) days after such designation) deliver to Collateral Agent a fully executed Mortgage, in form and substance satisfactory to Collateral Agent together with title insurance policies and surveys as required by subsections 3.2D(i)(d) and 3.2D(i)(e) and any other documents or instruments as Collateral Agent shall reasonably request to perfect a valid and enforceable first priority mortgage on the Real Property is located showing the zoning classification respective Additional Mortgage Property, free and clear of the Real Property all defects and confirming that the current use of the Real Property is in conformance with the applicable zoning laws encumbrances except for validly perfected and use restrictions (any additional cost for such endorsement shall be paid by Buyer);enforceable Permitted Encumbrances.
(c) Concurrently with the placement of a Mortgage on any Additional Mortgage Property, the Collateral Agent shall receive such estoppel letters, consents and waivers from the landlords and non- disturbance agreements from any holders of mortgages or deeds of trust on such real estate ("Leasehold Consents") as may be requested by Collateral Agent, which documents shall be in form and substance satisfactory to Collateral Agent.
(d) Within fifteen thirty (1530) days after the date hereoffollowing delivery of any Mortgage with respect to Additional Mortgaged Property, the Lakers Company shall deliver or cause to be delivered to Buyer surveys Collateral Agent ALTA lenders title insurance policies issued by title insurers reasonably satisfactory to Collateral Agent (the "Mortgage Policies"), in form and substance, and in amounts, reasonably satisfactory to Collateral Agent assuring Lenders that the Mortgages are valid and enforceable first priority mortgage liens on the respective Additional Mortgaged Properties, free and clear of each all defects and encumbrances except Permitted Encumbrances. The Mortgage Policies shall be in form and substance reasonably satisfactory to Collateral Agent and shall include a last dollar endorsement (to the extent permitted by applicable laws and regulations) and an endorsement for future advances under this Amended Loan Agreement, the Notes and the other Loan Documents, for mechanics' liens and for any other matter that Collateral Agent may reasonably request, and shall provide for affirmative insurance and such reinsurance as Collateral Agent may request all of the parcels foregoing in form and substance satisfactory to Collateral Agent.
(e) Within thirty (30) days following delivery of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and any Mortgage with respect to any Additional Mortgaged Property, Company shall deliver or cause to be delivered to Collateral Agent current surveys, certified by said a licensed surveyor (or, with the Collateral Agent's consent, current approved subdivision maps), for such Mortgaged Property. All such surveys shall be certified to have the Collateral Agent and the title insurer as having been prepared in accordance with the minimum standard detail requirements of requirement for land title surveys as adopted by the American Land Title Association land survey standards for Class A surveys as and by the American Congress of or after Surveying and Mapping.
(f) Collateral Agent may obtain, at the date hereofBorrowers' expense, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or appraisals of any Mortgaged Property and Additional Mortgaged Property and (ii) cause annual updates to appraisals (including updates of any appraisals obtained pursuant to clause (i) of this subsection 3.2D(i)(f)). All such encroachments or other matters appraisals shall be in form and substance satisfactory to be insured over by Collateral Agent. Collateral Agent may also obtain, at the Title Insurer.
(d) If the Title Commitment or the surveys disclose any LiensBorrowers' expense, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative such audits of the same Collateral as Collateral Agent may request; provided that the Collateral Agent may not request more than four audits in writing within fifteen (15) days after receipt by the Buyer any Fiscal Year. Such audits may include, without limitation, on site inspections of the last of the Title CommitmentCollateral. Such audits will be conducted by Collateral Agent, the Survey and the documents affecting title for all of the Real Property. Matters not objected Lenders or, in Collateral Agent's discretion, third parties satisfactory to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effectedCollateral Agent.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
Appears in 1 contract
Real Estate. (a) Within ten The applicable Loan Party shall (10i) days in the case of any Owned Real Estate with a fair market value in excess of $750,000 individually and $1,500,000 in the aggregate (“Material Owned Real Estate”) in existence as of the Closing Date, execute and deliver to the Administrative Agent on the Closing Date a Mortgage with respect to such Owned Real Estate and (ii) in the case of any Owned Real Estate acquired after the Closing Date, execute and deliver to the Collateral Agent on the date hereofsuch Material Owned Real Estate is acquired, a Mortgage with respect to such Material Owned Real Estate;
(b) At the Collateral Agent’s request, the Lakers Borrowers shall deliver contemporaneously with the Mortgage required in respect of such Owned Real Estate, a fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (or marked-up title insurance commitments having the effect of a policy of title insurance) (the “Mortgage Policies”) in form and substance, with the endorsements reasonably required by the Agents and in amounts reasonably acceptable to the Agents (provided that such amounts shall not exceed the Real Estate Appraised Value of the applicable Mortgaged Property) and subject to the reasonable local customs and requirements of law in the jurisdiction in which such Real Estate exists, issued, coinsured and reinsured (to the extent required by the Agents) by title insurers reasonably acceptable to the Agents, insuring the Mortgages to be valid first priority Liens on the property, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances;
(c) In the case of any Material Owned Real Estate (other than the Owned Real Estate located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇), at Collateral Agent’s request, the Borrowers shall, contemporaneously with the delivery of the Mortgage, deliver with respect to any Owned Real Estate identified by Collateral Agent, American Land Title Association/American Congress on Surveying and Mapping form surveys, which shall be made in accordance with the 2011 Minimum Standard Detailed Requirements for such surveys, shall include items 1, 2, 3, 4, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 11(a), 13, 14, 16 and 18 of Table A with all necessary fees (where applicable) having been paid, certified to the Collateral Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Collateral Agent by a land surveyor duly registered and licensed in the states in which the property described in such surveys is located and reasonably acceptable to the Collateral Agent, showing all buildings and other improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and other requirements reasonably requested by Collateral Agent and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Collateral Agent;
(d) At Collateral Agent’s request, the Borrowers shall, within a reasonable amount of time following the acquisition after the Closing Date of any Material Owned Real Estate, deliver with respect to any Material Owned Real Estate identified by Collateral Agent, Phase I Environmental Site Assessment in accordance with 40 CFR Part 312, ASTM Standard E1527-05 or their successors, in form and substance reasonably satisfactory to the Agents, from an environmental consulting firm reasonably acceptable to the Agents, which report shall evaluate the Real Estate for the presence of current or historic recognized environmental conditions and, if recognized environmental conditions are identified, shall to the extent possible quantify any related costs and liabilities, associated with such conditions and the Collateral Agent shall be satisfied with the nature and amount of any such matters, and (ii) if reasonably requested by the Collateral Agent after receipt of a Phase I Environmental Site Assessment that identifies a recognized environmental condition, such further environmental assessments or reports to the extent such further assessments or reports are recommended in the Phase I Environmental Site Assessment or are otherwise required by Environmental Laws;
(e) The applicable Loan Party shall deliver to Buyer the Collateral Agent contemporaneously with the Mortgage required in respect of such Material Owned Real Estate evidence of flood insurance naming the Collateral Agent as mortgagee to the extent required by Section 6.07(f); and
(if) title commitments (hereinafter collectively The applicable Loan Party shall deliver contemporaneously with the "Title Commitment") dated on or after the date hereof, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy Mortgage required in respect of Title Insurance for the such Material Owned Real Properties owned Estate such other information and documents as may be reasonably requested by the Company or any Subsidiary (Collateral Agent, including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title Policy"); and (ii) copies of all documents, whether recorded or unrecorded, referred to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being in form and substance satisfactory to Buyer.
(b) The Title Policy shall also conform to the following specifications:
(i) The insured will be the Company and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance to the effect that the knowledge of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required necessary to cure Survey Defects) and the surveyscomply with FIRREA.
Appears in 1 contract
Real Estate. (a) Within ten Each of the WM Asset Sellers and WM Companies, as applicable, has good, marketable and valid title to, or a valid leasehold interest in (10) days after the date hereof, the Lakers shall deliver subject to Buyer no Encumbrances other than Permitted Encumbrances)
(i) the real property (together with all improvements located thereon and all of the rights and appurtenances to the real property including all right, title commitments and interest in all air and water rights and easements and rights of way, in each case pertaining to the real property, and all strips and gores adjoining the real property) in which such WM Asset Seller or WM Company has a fee simple interest (hereinafter collectively the "Title Commitment"which is set forth on Schedule 2.19(a)) dated on or after the date hereof, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the “WM Owned Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000Property”), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title Policy"); and (ii) copies (x) the real property (together with all improvements located thereon) to which such WM Asset Seller or WM Company has a legal right pursuant to an agreement or conveyance, including easements, rights-of-way or other real property interests and which are material to the conduct of the WM Assets or the WM Business (in respect of the WM Assets and the WM Companies) and (y) ground leases, leases and subleases of real property (together with all documentsimprovements located thereon) pursuant to written agreements entered into by a WM Asset Seller or WM Company (each, whether recorded a “WM Existing Lease”) (clauses (x) and (y), collectively, the “WM Leased Real Property” and together with the WM Owned Real Property, the “WM Real Property”). Such WM Existing Leases have not been assigned nor have the premises demised thereunder been subleased or unrecordedlicensed, referred to in whole or in part, by any WM Asset Seller or WM Company. A complete and accurate, in all material respects, list of the Title Commitment. The Title Commitment shall also include WM Owned Real Property and all material WM Leased Real Property (and the Title Insurer's commitment that it will endorse owner or lessee, as applicable, thereof and the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being in form and substance satisfactory to Buyertax parcel identification numbers of each parcel thereof) is set forth on Schedule 2.19(a).
(b) The Title Policy shall also conform True, correct and complete copies of all material WM Existing Leases in effect as of the Execution Date relating to the following specifications:
WM Leased Real Property (iincluding all WM Existing Leases in respect of the WM Leased Real Property set forth on Schedule 2.19(a)) The insured will be the Company and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance have been made available to the Buyer. All such WM Existing Leases are valid, binding and in full force and effect that and are enforceable against the knowledge WM Asset Seller or WM Company party thereto and, to the Knowledge of the Shareholders ▇▇ ▇▇▇▇▇▇▇, the other parties thereto in accordance with their terms, in each case, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles. None of the Company prior to Closing shall not be imputed ▇▇ ▇▇▇▇▇▇▇ or any of the WM Companies has received written notice of any, and, to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions Knowledge of the policy to the contrary, in the event of loss or damage insured against ▇▇ ▇▇▇▇▇▇▇ there is no material default under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);material WM Existing Leases.
(c) Within fifteen Except as would not reasonably be expected to be material to the WM Business (15) days after in respect of the date hereofWM Assets and the WM Companies), the Lakers shall cause WM Assets and the WM Companies, taken as a whole, (i) the WM Companies have received no notice in writing of any pending or threatened condemnation, rezoning or taking actions pending respecting any WM Real Property and (ii) to be delivered to Buyer surveys of each the Knowledge of the parcels ▇▇ ▇▇▇▇▇▇▇, all roads necessary for the conduct of the WM Business or the operation of the WM Assets have either been completed or the applicable WM Seller or WM Company possesses all necessary rights-of-way therefor. The WM Real Property constitutes all of the real estate which comprise property currently used or held by any WM Seller, WM Parent or any of their respective Affiliates, or required, to conduct the owned Real Properties WM Business as it is presently conducted. Except for any Permitted Encumbrance, none of the ▇▇ ▇▇▇▇▇▇▇ or WM Companies has granted any person (other than the Wiper Real Estatea WM Company) performed by surveyors registered in the state in which such property is located and certified by said surveyor any right to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with occupy any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the WM Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
Appears in 1 contract
Sources: Securities and Asset Purchase Agreement (Advanced Disposal Services, Inc.)
Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower or a Restricted Subsidiary may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) Within ten (10) days after at all times prior to contribution of the date hereof, Office Building Assets to the Lakers shall deliver to Buyer Office Building Partnership (i) title commitments (hereinafter collectively the "Title Commitment") dated Borrower grants a negative pledge on or after the date hereofOffice Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estateopinions of counsel, but excluding the Wiper Real Estate) an appraisal and a Phase I environmental audit which in the aggregate amount reasonable opinion of Two Million Six Hundred Thousand Dollars ($2,600,000)the Administrative Agent is appropriate with respect to such grant, allocated among including any documentation requested by the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions Lenders (collectively, the "Title PolicyOffice Building Documents"); ) and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Administrative Agent with copies of the Office Building Acquisition Agreement, the Office Building Documents and all documentsother documents related to the transfer of the Office Building Assets to the Borrower, whether recorded or unrecordedincluding, referred without limitation, lien search results from appropriate jurisdictions with respect to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptionsOffice Building Assets, all such endorsements being of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to Buyer.
the Administrative Agent; (b) The Title Policy shall also conform prior to or simultaneously with the contribution of the Office Building Assets to the following specifications:
Office Building Partnership, (i) The insured will be the Company Borrower shall have provided the Administrative Agent with all documentation required by Section 5.13 hereof and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement of insurance the Borrower shall have provided the Administrative Agent with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the effect that the knowledge Administrative Agent all of the Shareholders which replacement Office Building Documents shall be form and the Company prior to Closing shall not be imputed substance satisfactory to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms Administrative Agent; and provisions of the policy to the contrary, in the event of loss or damage insured against under the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, Borrower shall promptly cause the Lakers shall cause to be delivered to Buyer surveys of each contribution of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after the date hereof, said certificates to be certified Office Building Assets to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title InsurerOffice Building Partnership.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
Appears in 1 contract
Sources: Loan Agreement (Metrocall Inc)
Real Estate. Employee and Company jointly own Employee's principal residence as tenants in common with respective percentage undivided interests determined as follows: The Company's interest shall be calculated by dividing $300,000 by the purchase price of the Property, the result to be expressed as a percentage; Employee's interest shall be 100 percent minus the Company's interest. These respective percentage interests shall remain constant unless otherwise agreed by the Company and Employee or unless recalculated as provided below. Notwithstanding the foregoing, (1) Employee shall maintain the Property and pay all expenses associated with the Property, including but not limited to all mortgage payments; upkeep; taxes; insurance; homeowner association fees, if any; repairs and improvements (improvements shall be at Employee's option), and utilities; and (2) Employee shall not alienate his interest in the Property without the Company's consent. If the Employee fails or refuses for any reason to perform the obligations and make the payments called for in clause (1) of the foregoing sentence, the Company may cause the obligations to be performed and/or make the payments and, at its option, (x) deduct any expenditures from the payment of any compensation to Employee called for by this Agreement on any reasonable basis, or (y) add the full amount of any expenditures directly to its $300,000 initial equity and, using the sum as the new numerator, recalculate the respective percentage undivided interests of the parties using as a denominator the same purchase price of the property. Employee shall execute and cooperate in the recording of all documents necessary to evidence the parties' agreement contained in this paragraph. Within 30 days of termination of Employee's employment for any reason, the parties shall agree on a valuation of the Property. If they cannot agree within that time, each party shall select a certified appraiser to perform an appraisal of the property at each selecting party's expense, and the appraisal shall be the average of the two appraisals. The valuation reached by either method shall be called the Agreed Valuation. Within (a) Within ten (10) days after three years from the date hereofof termination of Employee's employment due to death or Disability, the Lakers shall deliver to Buyer (i) title commitments (hereinafter collectively the "Title Commitment") dated on or after the date hereof, issued by Lawyers Title Insurance Corporation (the "Title Insurer") committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title Policy"); and (ii) copies of all documents, whether recorded or unrecorded, referred to in the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, all such endorsements being in form and substance satisfactory to Buyer.
(b) The Title Policy shall also conform to two years from the following specifications:
(i) The insured will be the Company and the Buyer as their interests may appear;
(ii) The policy will contain an affirmative statement date of insurance to the effect that the knowledge termination of the Shareholders and the Company prior to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer);
(iii) If available, the policy for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding any other terms and provisions of the policy to the contrary, Employee's employment in the event of loss a Termination for Cause or damage insured against under the terms of the policyConstructive Termination, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policy;
(iv) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; or the approved substantial equivalent thereof for the jurisdiction in which the Real Property is located showing the zoning classification of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after one year from the date hereof, of termination of Employee's employment in the Lakers shall cause to be delivered to Buyer surveys event of each of the parcels of real estate which comprise the owned Real Properties a resignation by Employee (other than a Constructive Termination), Employee (or his estate) shall take such actions as are necessary to purchase the Wiper Real Estate) performed by surveyors registered Company's interest in the state Property for a purchase price equal to the Company's percentage interest in which such the property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys as of or after at the date hereof, said certificates to be certified to of appraisal times the Company or the Subsidiary which owns such property and the Title InsurerAgreed Valuation. The surveys will comply Company shall cooperate with any requirements of Employee to sell the Title Insurer as a condition Property under such circumstances if the Employee is unwilling or unable to purchase the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot lineCompany's interest, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurer.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period Employee shall be deemed to have complied with his purchase obligation under this Subparagraph if a purchasing third party pays the Company the purchase price. If the Employee is deemed to receive taxable income for any payment or reimbursement under this subparagraph, such payments will be Permitted Liens. As grossed up to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums account for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveysapplicable income taxes.
Appears in 1 contract
Real Estate. (a) Within ten (10) days after the date hereof, the Lakers shall deliver to Buyer Schedule 2.11 hereto contains (i) title commitments a complete and accurate list of all real property (hereinafter collectively together with all buildings and structures thereon), owned or leased, subleased, licensed or otherwise occupied by Seller in the "Title Commitment") dated on or after conduct of the date hereof, issued by Lawyers Title Insurance Corporation Business (the "Title Insurer"“Facilities”) committing to issue an ALTA 1992 Form B Owner's Policy of Title Insurance for the Real Properties owned by the Company or any Subsidiary (including, without limitation, the Affiliate Real Estate, but excluding the Wiper Real Estate) in the aggregate amount of Two Million Six Hundred Thousand Dollars ($2,600,000), allocated among the owned Real Properties as determined by Buyer, which commitment shall be subject only to the Permitted Exceptions (collectively, the "Title Policy"); and (ii) copies of identifies with specificity all documentsleases, whether recorded or unrecordedsubleases, licenses and other material occupancy arrangements (“Leases”) relating to the Facilities. All such real property owned by Seller shall hereinafter be referred to in as the Title Commitment. The Title Commitment shall also include the Title Insurer's commitment that it will endorse the Title Policy so as to delete standard pre-printed exceptions, “Owned Facilities” and all such endorsements being in form and substance satisfactory real property leased, subleased, licensed or otherwise occupied by Seller (other than the Owned Facilities) shall hereinafter be referred to Buyeras the “Leased Facilities.”
(b) The Title Policy shall also conform With respect to each Owned Facility:
(i) Seller has good, valid, marketable and indefeasible fee simple title to each such Owned Facility, except where the failure to have such title could not reasonably be expected to, individually or in the aggregate, materially detract from the value of the affected Owned Facility, materially impair the intended use of the affected Owned Facility, or materially impair the operations of Seller or the operations of the Business as currently conducted at such Owned Facility;
(ii) Subject to Section 6.5, Seller has the requisite power and authority to grant Purchaser a leasehold or other similar interest in each Owned Facility, other than the Owned Facilities being transferred to Purchaser pursuant to Section 1.1(b)(iii);
(iii) Other than Permitted Liens, no Owned Facility is subject to any Liens; and
(iv) Except to the following specificationsextent that such condition would not reasonably be expected to have a Material Adverse Effect or not have a material adverse effect on the affected Facility or materially impair the conduct of the Business as currently conducted, (A) no improvements erected on any Owned Facility encroaches on any adjoining property or street; (B) Seller is in actual, exclusive possession or control of each Owned Facility; and (C) each owned Facility and the use thereof by Seller in connection with the Business as currently used complies with all material covenants, easements and restrictions of record affecting such Owned Facility.
(c) Except to the extent that such condition would not reasonably be expected to have a Material Adverse Effect or not have a material adverse effect on the affected Lease or Leased Facility or materially impair the conduct of the Business as currently conducted, with respect to each Lease or Leased Facility:
(i) Except as set forth on Schedule 2.11, (A) the basic rent, all additional rent and all other charges and amounts payable under any Lease by the lessee thereunder have been paid to date and (B) all work required to be performed under the Leases by Seller has been performed, and, to the extent that Seller is responsible for payment of such work, has been fully paid for, whether directly to the contractor performing such work or to such lessee as reimbursement therefor;
(ii) No rent or other payment called for under any Lease has been paid more than 30 days in advance of the due date, Seller is not in breach of or default under any Lease and no security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach or default under such Lease which has not be been redeposited in full; and
(iii) Except as set forth on Schedule 2.11, there are no brokerage commissions or finder’s fees due (or with the passage of time will become due) from Seller which are unpaid with regard to any of the Leases or the Leased Facilities.
(d) With respect to the Facilities, except in each case as is not material to the conduct of the Business as currently conducted:
(i) The insured will be water, gas, electricity, telecommunications and other utilities serving the Company and Facilities are currently adequate in all material respects to service the Buyer as their interests may appearnormal operations conducted thereon consistent with past practice;
(ii) The policy will contain an affirmative statement of insurance Each Facility has physical and, to the effect that the knowledge of the Shareholders Seller’s Knowledge, legal vehicular and the Company prior pedestrian access to Closing shall not be imputed to the Company or the Buyer (any additional cost for such statement shall be paid by Buyer)and from public roadways;
(iii) If available, the policy Seller has not received any written notice for all Real Properties other than the Affiliated Real Estate will contain an affirmative statement of insurance to the effect that notwithstanding assessments for public improvements against any other terms and provisions of the Facilities that remain unpaid and no such assessment has been proposed in writing. Seller has not received any written notice or order by any Authority, any insurance company which has issued a policy with respect to any of such Facilities or the contraryKorea Fire Protection Association or other body exercising similar functions which (A) relates to any material violations of or material non-conformity with any applicable Law concerning zoning, building, safety or subdivision with respect to any of the Facilities, (B) claims any material defect or deficiency with respect to any of the Facilities or (C) requests the performance of any material repairs, alterations or other work to or in any of the Facilities or in the event of loss or damage insured against under streets bounding the terms of the policy, the Title Insurer will not deny liability under the policy on the ground that the insured did not pay value for the estate or interest insured by the policysame;
(iv) There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of any of the Facilities and, to Seller’s Knowledge, no such proceeding is threatened; and
(v) The policy shall contain a zoning endorsement in the form of ALTA Form 3.0; water, oil, gas, electrical, telecommunications, sewer, storm and waste water systems and other utility services or the approved substantial equivalent thereof systems for the jurisdiction in Facilities which have been installed are operational and sufficient for the Real Property is located showing the zoning classification operation of the Real Property and confirming that the current use of the Real Property is in conformance with the applicable zoning laws and use restrictions (any additional cost for such endorsement shall be paid by Buyer);
(c) Within fifteen (15) days after the date hereof, the Lakers shall cause to be delivered to Buyer surveys of each of the parcels of real estate which comprise the owned Real Properties (other than the Wiper Real Estate) performed by surveyors registered in the state in which such property is located and certified by said surveyor to have been prepared in accordance with the minimum detail requirements of the American Land Title Association land survey standards for Class A surveys Business as of or after the date hereof, said certificates to be certified to the Company or the Subsidiary which owns such property and the Title Insurer. The surveys will comply with any requirements of the Title Insurer as a condition to the removal of the survey exception from the standard pre-printed exceptions in the Title Commitment. In the event the surveys show any encroachments over a lot line, prohibited encroachments over any easement or any other matters which, in Buyer's reasonable opinion, does or could materially interfere with the use, operation, value or financing of any owned Real Properties or render title thereto unmarketable (other than encroachments disclosed in Part E of Disclosure Schedule 5.1 B) ("Survey Defects"), the Lakers shall prior to Closing either (i) remove or correct such encroachments or other matters or (ii) cause such encroachments or other matters to be insured over by the Title Insurercurrently conducted.
(d) If the Title Commitment or the surveys disclose any Liens, easements, restrictions, reservations or other defects or any other matters objectionable to the Buyer, the Buyer shall advise the Shareholder Representative of the same in writing within fifteen (15) days after receipt by the Buyer of the last of the Title Commitment, the Survey and the documents affecting title for all of the Real Property. Matters not objected to by the Buyer within said period shall be deemed to be Permitted Liens. As to any matters to which the Buyer objects, the Shareholders shall remedy such matters as are susceptible of being remedied and shall, within ten (10) days after the Buyer gives the Shareholder Representative notice of objection to such matters, have delivered to the Buyer a revised Title Commitment and/or surveys reflecting that such remedy has been effected.
(e) The Lakers shall pay the costs of the Title Commitment and the Title Policy (including all premiums for all endorsements as described herein (unless otherwise stated herein) and any special coverage as may be required to cure Survey Defects) and the surveys.
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Sources: Business Transfer Agreement (MagnaChip Semiconductor LTD (United Kingdom))