Common use of Review of Title Clause in Contracts

Review of Title. City will cause Fidelity National Title Insurance Company, or another title company mutually agreeable to both parties (the “Title Company”), to deliver to Developer a preliminary title report (the “Report”) with respect to the title to the Site, together with legible copies of the documents underlying the exceptions (“Exceptions”) set forth in the Report, within thirty (30) days from the date of this Agreement. Developer has the right to reasonably approve or disapprove the Exceptions; provided, however, that Developer approves the following Exception: The lien of any non-delinquent property taxes and assessments (to be prorated at close of Escrow). Developer has thirty (30) days from the date of its receipt of the Report to give written notice to City and Escrow Agent of Developer’s approval or disapproval of any of such Exceptions set forth in the Report. Developer’s failure to give written disapproval of the Report within such time limit is deemed approval of the Report. If Developer notifies City of its disapproval of any Exceptions in the Report, City has the right, but not the obligation, to remove any disapproved Exceptions within thirty (30) days after receiving written notice of Developer’s disapproval or provide assurances satisfactory to Developer that such Exception(s) will be removed on or before the Closing. If City cannot or does not elect to remove any of the disapproved Exceptions within that period, Developer has fifteen (15) days after the expiration of such thirty (30) day period to either give the City written notice that Developer elects to proceed with the purchase of the Site subject to the disapproved Exceptions or to give the City written notice that the Developer elects to terminate this Agreement. The Exceptions to title approved by Developer as provided are referred to as the “Condition of Title.” The Developer has the right to approve or disapprove any further Exceptions reported by the Title Company after the Developer has approved the Condition of Title for the Site (which are not created by Developer). The City cannot voluntarily create any new exceptions to title following the Date of this Agreement without the approval of the Developer, which approval cannot unreasonably be withheld.

Review of Title. Prior to the Date of Agreement, the City will cause Fidelity National has caused First American Title Insurance Company, or another title company mutually agreeable to both parties Company (the “Title Company”), to deliver to Developer a standard preliminary title report (the “Report”) with respect to the title to the SiteSite dated no more than ten (10) days prior to the Date of Agreement, together with legible copies of the documents underlying the exceptions (“Exceptions”) set forth in the Report, within thirty (30) days from the date of this Agreement. The Developer has shall have the right to reasonably approve or disapprove the ExceptionsExceptions in its sole discretion; provided, however, that the Developer hereby approves the following ExceptionExceptions: The Redevelopment Plan. The lien of any non-delinquent property taxes and assessments (to be prorated at close of Escrow). The provisions of the Grant Deed and Environmental Restriction. Developer has thirty shall have sixty (3060) days from the later to occur of (i) the Effective Date, or (ii) the date of its receipt of the Report and legible copies of all Exceptions to give written notice to City and Escrow Agent Holder of Developer’s approval or disapproval of any of such Exceptions. Developer shall have right to obtain, at its expense, an ALTA survey of the Site and to approve or disapprove the survey and all Exceptions set forth in to title shown on the Reportsurvey. Developer’s failure to give written disapproval approval of the Report within such time limit is shall be deemed approval disapproval of the Report. If Developer notifies City of its disapproval of any Exceptions in the Report, the City has the right, but not the obligation, to remove any disapproved Exceptions within shall have thirty (30) days after receiving from the receipt of written notice of Developer’s disapproval by the Developer to determine whether or provide assurances satisfactory not it will undertake the removal of any disapproved Exceptions. If the City elects to Developer that remove such Exception(s) will be removed on or before Exceptions, it shall diligently proceed to effect the Closingremoval of such Exceptions. If City cannot or does not elect to remove any of the disapproved Exceptions within that period, Developer has fifteen shall have thirty (1530) days after the expiration of such thirty (30) day period to either give the City written notice that Developer elects to proceed with the purchase of the Site subject to the disapproved Exceptions or to give the City written notice that the Developer elects to terminate this Agreement. The Exceptions to title approved by Developer as provided are herein shall hereinafter be referred to as the “Condition of Title.” The Developer has shall have the right to approve or disapprove any further additional and previously unreported Exceptions reported by the Title Company after the Developer has approved the Condition of Title for the Site (which are not created by Developer). The , except for any covenant recorded against the Site with respect to the Landfill Gases, which covenant Developer shall have the right to reasonably approve in advance of recordation, City canshall not voluntarily create any new exceptions to title following the Date of this Agreement without the approval of the Developer, which approval cannot unreasonably be withheldAgreement.

Review of Title. City will Within fifteen (15) days of the Effective Date, Agency shall cause Fidelity National Title Insurance Company, Company or another title company mutually agreeable acceptable to both parties (the “Title Company”), Parties to deliver to Developer a standard preliminary title report (the “Report”) reports with respect to the title to the Site, together with legible copies of the documents underlying the exceptions (the “Exceptions”) set forth in the Reportpreliminary title reports (collectively, within thirty the “Preliminary Title Reports”). Developer shall have twenty-five (3025) days from the date of this Agreement. Developer has the right to reasonably approve or disapprove the Exceptions; provided, however, that Developer approves the following Exception: The lien of any non-delinquent property taxes and assessments (to be prorated at close of Escrow). Developer has thirty (30) days from the date of its receipt of the Report Preliminary Title Reports to give written notice Notice to City Agency and the Escrow Agent of Developer’s approval or disapproval of the Preliminary Title Report, including without limitation any of such Exceptions set forth in the Report. Developer’s failure to give written disapproval of the Report within such time limit is deemed approval of the ReportExceptions. If Developer notifies City Agency of its Developer’s disapproval of any Exceptions in items with respect to the ReportPreliminary Title Reports, City has Agency shall have the right, but not the obligation, to remove any disapproved Exceptions within thirty (30) days items after receiving written notice Notice of Developer’s disapproval or provide assurances reasonably satisfactory to Developer that such Exception(s) items will be removed or remedied on or before the Closing. Agency shall exercise such right by Notice to Developer within ten (10) days of receipt of Notice from Developer of Developer’s disapproval. If City Agency cannot or does not elect to remove any of the disapproved Exceptions within that perioditems, Developer has fifteen shall have ten (1510) days after the expiration of such thirty Agency’s ten (3010) day election period to either (i) give the City written notice Agency Notice that Developer elects intends to proceed with the purchase of the Site Conveyance subject to the disapproved Exceptions items or (ii) give Agency Notice that Developer does not elect to give accept the City written notice that the Developer Conveyance and elects to terminate the Escrow and this Agreement, whereupon any sums deposited by Developer into Escrow and all interest earned thereon shall be returned to Developer. The Exceptions to title approved by Developer as provided are herein shall hereinafter be referred to as the “Permitted Exceptions” and/or the “Condition of Title.” The Developer has shall have the right to approve or disapprove in the manner provided in this Section any further Exceptions Exception reported by the Title Company or otherwise discovered after the Developer has approved the Condition of Title for the Site (which are not created by Developer). The City cannot voluntarily create any new exceptions to title following the Date of this Agreement without the approval of the Developer, which approval cannot unreasonably be withheld.

Review of Title. City will Within fifteen (15) days of the Effective Date, Agency shall cause Fidelity National Title Insurance Company, Company or another title company mutually agreeable acceptable to both parties (the “Title Company”), Parties to deliver to Developer a standard preliminary title report (the “Report”) with respect to the title to the Marketplace Site/500 S. Anaheim Blvd. Site, together with legible copies of the documents underlying the exceptions (the “Exceptions”) set forth in the preliminary title report (collectively, the “Preliminary Title Report, within thirty ”). Developer shall have twenty-five (3025) days from the date of this Agreement. Developer has the right to reasonably approve or disapprove the Exceptions; provided, however, that Developer approves the following Exception: The lien of any non-delinquent property taxes and assessments (to be prorated at close of Escrow). Developer has thirty (30) days from the date of its receipt of the Preliminary Title Report to give written notice Notice to City Agency and the Escrow Agent of Developer’s approval or disapproval of the Preliminary Title Report, including without limitation any of such Exceptions set forth in the Report. Developer’s failure to give written disapproval of the Report within such time limit is deemed approval of the ReportExceptions. If Developer notifies City Agency of its Developer’s disapproval of any Exceptions in items with respect to the Preliminary Title Report, City has Agency shall have the right, but not the obligation, to remove any disapproved Exceptions within thirty (30) days items after receiving written notice Notice of Developer’s disapproval or provide assurances reasonably satisfactory to Developer that such Exception(s) items will be removed or remedied on or before the Closing. Agency shall exercise such right by Notice to Developer within ten (10) days of receipt of Notice from Developer of Developer’s disapproval. If City Agency cannot or does not elect to remove any of the disapproved Exceptions within that perioditems, Developer has fifteen shall have ten (1510) days after the expiration of such thirty Agency’s ten (3010) day election period to either (i) give the City written notice Agency Notice that Developer elects intends to proceed with the purchase of the Site Conveyance subject to the disapproved Exceptions items or (ii) give Agency Notice that Developer does not elect to give accept the City written notice that the Developer Conveyance and elects to terminate the Escrow and this Agreement, whereupon any sums deposited by Developer into Escrow and all interest earned thereon shall be returned to Developer. The Exceptions to title approved by Developer as provided are herein shall hereinafter be referred to as the “Permitted Exceptions” and/or the “Condition of Title.” The Developer has shall have the right to approve or disapprove in the manner provided in this Section any further Exceptions Exception reported by the Title Company or otherwise discovered after the Developer has approved the Condition of Title for the Site (which are is not created by Developer). The City cannot voluntarily create any new exceptions to title following the Date of this Agreement without the approval of the Developer, which approval cannot unreasonably be withheld.

Review of Title. City will Within fifteen (15) days of the Effective Date, Agency shall cause Fidelity National Title Insurance Company, Company or another title company mutually agreeable acceptable to both parties (the “Title Company”), Parties to deliver to Developer a preliminary title report Preliminary Title Report. Developer shall have twenty-five (the “Report”) with respect to the title to the Site, together with legible copies of the documents underlying the exceptions (“Exceptions”) set forth in the Report, within thirty (3025) days from the date of this Agreement. Developer has the right to reasonably approve or disapprove the Exceptions; provided, however, that Developer approves the following Exception: The lien of any non-delinquent property taxes and assessments (to be prorated at close of Escrow). Developer has thirty (30) days from the date of its Developer’s receipt of the Preliminary Title Report to give written notice Notice to City Agency and the Escrow Agent of Developer’s approval or disapproval of the Preliminary Title Report, including without limitation any of such Exceptions set forth in the Report. Developer’s failure to give written disapproval of the Report within such time limit is deemed approval of the ReportExceptions. If Developer notifies City Agency of its Developer’s disapproval of any Exceptions in the Reportitems, City has Agency shall have the right, but not the obligation, to remove any disapproved Exceptions within thirty (30) days items after receiving written notice Notice of Developer’s disapproval or provide assurances reasonably satisfactory to Developer that such Exception(s) items will be removed or remedied on or before the Closing. Agency shall exercise such right by Notice to Developer within ten (10) days of receipt of Notice from Developer of Developer’s disapproval. If City Agency cannot or does not elect to remove any of the disapproved Exceptions within that perioditems, Developer has fifteen shall have ten (1510) days after the expiration of such thirty Agency’s ten (3010) day election period to either (i) give the City written notice Agency Notice that Developer elects intends to proceed with the purchase of the Site Conveyance subject to the disapproved Exceptions items or (ii) give Agency Notice that Developer does not elect to give accept the City written notice that the Developer Conveyance and elects to terminate the Escrow and this Agreement, whereupon any sums deposited by Developer into Escrow and all interest earned thereon shall be returned to Developer. The Exceptions to title approved by Developer as provided are herein shall hereinafter be referred to as the “Permitted Exceptions” and/or the “Condition of Title.” The Developer has shall have the right to approve or disapprove in the manner provided in this Section any further Exceptions Exception reported by the Title Company or otherwise discovered after the Developer has approved the Condition of Title for the Site (which are not created by Developer). The City cannot voluntarily create any new exceptions to title following the Date of this Agreement without the approval of the Developer, which approval cannot unreasonably be withheld.

Review of Title. City will Within fifteen (15) days of the Effective Date, Agency shall cause Fidelity National Title Insurance Company, Company or another title company mutually agreeable acceptable to both parties (the “Title Company”), Parties to deliver to Developer a preliminary title report Preliminary Title Report. Developer shall have twenty-five (the “Report”) with respect to the title to the Site, together with legible copies of the documents underlying the exceptions (“Exceptions”) set forth in the Report, within thirty (3025) days from the date of this Agreement. Developer has the right to reasonably approve or disapprove the Exceptions; provided, however, that Developer approves the following Exception: The lien of any non-delinquent property taxes and assessments (to be prorated at close of Escrow). Developer has thirty (30) days from the date of its Developer’s receipt of the Preliminary Title Report to give written notice Notice to City Agency and the Escrow Agent of Developer’s approval or disapproval of the Preliminary Title Report, including without limitation any of such Exceptions set forth in the Report. Developer’s failure to give written disapproval of the Report within such time limit is deemed approval of the ReportExceptions. If Developer notifies City Agency of its Developer’s disapproval of any Exceptions in the Reportitems, City has Agency shall have the right, but not the obligation, to remove any disapproved Exceptions within thirty (30) days items after receiving written notice Notice of Developer’s disapproval or provide assurances reasonably satisfactory to Developer that such Exception(s) items will be removed or remedied on or before the ClosingClosings. Agency shall exercise such right by Notice to Developer within ten (10) days of receipt of Notice from Developer of Developer’s disapproval. If City Agency cannot or does not elect to remove any of the disapproved Exceptions within that perioditems, Developer has fifteen shall have ten (1510) days after the expiration of such thirty Agency’s ten (3010) day election period to either (i) give the City written notice Agency Notice that Developer elects intends to proceed with the purchase of the Site Conveyances subject to the disapproved Exceptions items or (ii) give Agency Notice that Developer does not elect to give accept the City written notice that the Developer Conveyances and elects to terminate the Escrow and this Agreement, whereupon any sums deposited by Developer into Escrow and all interest earned thereon shall be returned to Developer. The Exceptions to title approved by Developer as provided are herein shall hereinafter be referred to as the “Permitted Exceptions” and/or the “Condition of Title.” The Developer has shall have the right to approve or disapprove in the manner provided in this Section any further Exceptions Exception reported by the Title Company or otherwise discovered after the Developer has approved the Condition of Title for the Site (which are not created by Developer). The City cannot voluntarily create any new exceptions to title following the Date of this Agreement without the approval of the Developer, which approval cannot unreasonably be withheld.

Review of Title. City will Within fifteen (15) days of the Effective Date, Housing Authority shall cause Fidelity National Title Insurance Company, Company or another title company mutually agreeable acceptable to both parties (the “Title Company”), Parties to deliver to Developer a preliminary title report Preliminary Title Report. Developer shall have twenty-five (the “Report”) with respect to the title to the Site, together with legible copies of the documents underlying the exceptions (“Exceptions”) set forth in the Report, within thirty (3025) days from the date of this Agreement. Developer has the right to reasonably approve or disapprove the Exceptions; provided, however, that Developer approves the following Exception: The lien of any non-delinquent property taxes and assessments (to be prorated at close of Escrow). Developer has thirty (30) days from the date of its Developer’s receipt of the Preliminary Title Report to give written notice Notice to City Housing Authority and the Escrow Agent of Developer’s approval or disapproval of the Preliminary Title Report, including without limitation any of such Exceptions set forth in the Report. Developer’s failure to give written disapproval of the Report within such time limit is deemed approval of the ReportExceptions. If Developer notifies City Housing Authority of its Developer’s disapproval of any Exceptions in the Reportitems, City has Housing Authority shall have the right, but not the obligation, to remove any disapproved Exceptions within thirty (30) days items after receiving written notice Notice of Developer’s disapproval or provide assurances reasonably satisfactory to Developer that such Exception(s) items will be removed or remedied on or before the Closing. Housing Authority shall exercise such right by Notice to Developer within ten (10) days of receipt of Notice from Developer of Developer’s disapproval. If City Housing Authority cannot or does not elect to remove any of the disapproved Exceptions within that perioditems, Developer has fifteen shall have ten (1510) days after the expiration of such thirty Housing Authority’s ten (3010) day election period to either (i) give the City written notice Housing Authority Notice that Developer elects intends to proceed with the purchase of the Site Conveyance subject to the disapproved Exceptions items or (ii) give Housing Authority Notice that Developer does not elect to give accept the City written notice that the Developer Conveyance and elects to terminate the Escrow and this Agreement, whereupon any sums deposited by Developer into Escrow and all interest earned thereon shall be returned to Developer. The Exceptions to title approved by Developer as provided are herein shall hereinafter be referred to as the “Permitted Exceptions” and/or the “Condition of Title.” The Developer has In addition, the right to approve or disapprove any further Permitted Exceptions reported by the Title Company after the Developer has approved the Condition of Title for the Site (which are not created by Developer). The City cannot voluntarily create any new exceptions to title following the Date of this Agreement without the approval of the Developer, which approval cannot unreasonably be withheld.shall include: