Common use of Surveys and Title Insurance Clause in Contracts

Surveys and Title Insurance. (a) Buyer shall have the right to obtain, and has obtained (except with respect to the Excepted Properties, as defined below) at Buyer’s sole expense, such instruments of survey of the Real Property certified to the Buyer and the Buyer’s lender(s) prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines and other matters shown customarily on such surveys and showing access affirmatively to public streets and roads, as Buyer may elect to have prepared (“Surveys”), provided that such Surveys may be an update of any or all existing surveys which Sellers have delivered to Buyer. Buyer shall also have the right to obtain, and has obtained (except with respect to the Excepted Properties) at Buyer’s sole expense title insurance commitments (“Title Commitment”), issued by a title company selected by Buyer and the Buyer’s lender(s) (“Title Company”), committing to issue to Buyer (or the Buyer’s nominee) and to such lender(s) at Closing, upon the payment of a requisite premium at standard rates, standard form (i) leasehold owner’s and lender’s policies with respect to each of the Leased Real Properties and (ii) owner’s policies and lender’s policies with respect to each of the Owned Real Properties, in each case, insuring good, clear record and indefeasible title to the Real Property, with standard exceptions deleted and with such affirmative coverages as Buyer or its lender(s) may specify (“Title Insurance”). For purposes hereof, the “Excepted Properties” shall be defined as (x) the facility located at 0000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, comprised of Parcels A, B-1 and B as shown on that certain Plan of Land in Agawam, MA prepared by Xxxxx & Xxxx surveyors dated January 17, 2005 and recorded with the Hampden Registry of Deeds at Book 336, Page 125, as described in Schedule 1.1(a) and Schedule 1.1(b), and (y) the facility located at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, as described in Schedule 1.1(a) and Schedule 1.1(b), and (z) the facility located at 00 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx, as described in Schedule 1.1(b). (b) Except with respect to the Excepted Properties, Schedule 1.11-A sets forth all Permitted Exceptions to title for the Real Property as of the date of the Title Commitments referenced therein. Except with respect to the Excepted Properties, Schedule 1.11-B sets forth all exceptions to title for the Real Property known to Buyer as of the date of the Title Commitments referenced therein to which Buyer objects (which include matters revealed by Surveys obtained by the Buyer and items which the Buyer believes that the Title Company may refuse to provide any affirmative endorsement reasonably sought by Buyer) (collectively, “Title Objections”). Any matters appearing on the Title Commitments and Surveys referenced in Schedule 1.11-A and not appearing on Schedule 1.11-B as Title Objections shall be deemed Permitted Exceptions hereunder. Sellers shall use reasonable and diligent efforts to cure the Buyer’s Title Objections referenced in Schedule 1.11-B and the Sellers shall in all events be obligated to remove and discharge at or prior to the Closing Date, any mortgage, financing statement, lien, (expressly including any tax lien affecting any of the Real Property), judgment or other encumbrance or title exception that can be removed or discharged by the payment of money, on the Owned Real Properties and on the Sellers’ interest in the Leased Real Properties (including all tax liens affecting any of the Leased Properties and all other financial obligations giving rise to any lien or encumbrance affecting the underlying fee interest in any of the Leased Properties, which obligations are the responsibility of any Seller under the applicable Lease, but expressly excluding any mortgage, attachment or other lien granted or suffered by the owner of any of the Leased Real Properties, hereinafter, each a “Monetary Lien”). If, after using reasonable and diligent efforts, Sellers are unable to cure any one or more of the Buyer’s Title Objections (other than Monetary Liens which Sellers shall remove), the Sellers shall notify the Buyer thereof and Buyer shall use diligent efforts to cause the Title Company or Lawyer’s Title Insurance Corporation (or another nationally recognized title insurer reasonably acceptable to Buyer, hereinafter “Sellers’ Title Company”) to insure over any Title Objections for purposes of the Title Insurance. For purposes hereof, if Sellers or Buyer are able to cause the Title Company or Sellers’ Title Company to insure over any Title Objections for purposes of the Title Insurance, which insurance is reasonably acceptable to Buyer and Buyer’s lenders, then any additional cost incurred in connection with obtaining such insurance shall be deducted from the Purchase Price to be paid in cash at Closing, provided that Sellers shall have the opportunity, at their election, to obtain the affirmative coverage at issue from Seller’s Title Company, at their sole cost, upon notification of any additional cost charged therefor by the Title Company. In the event neither Sellers nor Buyer are able to cause the Title Company or Sellers’ Title Company to insure over any such Title Objection(s) as aforesaid, Buyer shall, at Buyer’s election, either (i) accept such title as it then appears, subject to indemnification by Sellers as provided in Section 7.2 hereof, or (ii) terminate this Agreement upon written notice delivered to the Sellers. (c) With respect to the Excepted Properties, Buyer shall have the right to obtain, at Buyer’s sole expense, such instruments of Survey certified to the Buyer and the Buyer’s lender(s) prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines and other matters shown customarily on such Surveys as Buyer may elect to have prepared, provided that such Surveys may be an update of any or all existing surveys which Sellers have delivered to Buyer. Buyer shall also have the right to obtain at Buyer’s sole expense Title Commitments issued by the Title Company, committing to issue to Buyer (or the Buyer’s nominee) and to such lender(s) at Closing, upon the payment of a requisite premium at standard rates, standard form (i) leasehold and/or owner’s Title Insurance policies and (ii) lender’s Title Insurance policies with respect to each of the Excepted Properties, in each case, insuring good, clear record and indefeasible title to the Real Property, with standard exceptions deleted and with such affirmative coverages as Buyer or its lender(s) may specify. Within forty-five (45) days following the Effective Date hereof, Buyer shall notify Sellers in writing of the Permitted Exceptions and Title Objections for the Excepted Properties as of the date of the Title Commitments referenced in Buyer’s notification (“Buyer’s Title Notice”). Sellers and Buyer shall follow the procedure set forth in subsection (b) above to address Buyer’s Title Objections. In the event neither Sellers nor Buyer are able to cause the Title Company or Sellers’ Title Company to insure over any such Title Objection(s) as provided in subsection (b) above, then Buyer shall, (i) accept such title as it then appears, subject to indemnification by Sellers as provided in Section 7.2 hereof, or (ii) if the existence of the title matters identified in such Title Objections adversely affect the operations on or the value of any one (1) or more of the Excepted Properties in any material respect, Buyer may elect to terminate this Agreement upon written notice delivered to the Sellers. (d) Notwithstanding any of the foregoing to the contrary, all other encumbrances or title or survey exceptions first arising after the respective dates of the Title Commitments referenced in Schedules 1.11-A and 1.11-B or in Buyer’s Title Notice which are not Permitted Exceptions (and to which Buyer has not consented in writing) shall be (i) satisfied by Sellers at or prior to the Closing as if set forth on Schedule 1.11-B or identified in Buyer’s Title Notice, or (ii) insured over by the Title Company or Seller’s Title Company in the manner set forth in subsection (b) above, or, if not so satisfied or insured over, shall be subject to Buyer’s indemnification and terminations rights as set forth above in subsection (b) above, provided, that if the owner of any of the Leased Properties grants any easement or otherwise encumbers any of the Leased Properties without the consent of Sellers, Buyer shall only be entitled to terminate this Agreement if the existence of the title matter adversely affects the operations on or the value of the affected Leased Property in any material respect, provided, further that Sellers shall assign all rights they may have against the owner of the Leased Property at issue under the applicable Lease, if any, arising from such owner’s unilateral action. Notwithstanding anything to the contrary contained herein, Seller shall be obligated to cure any Title Objections which have been caused by Seller or Seller’s acts first arising after the respective dates of the Title Commitments referenced in Schedules 1.11-A and 1.11-B or in Buyer’s Title Notice. (e) Without limiting the foregoing, if Sellers fail or refuse to cure a Monetary Lien, the Buyer shall have the right to pay and satisfy said Monetary Lien and the costs, fees and expenses related thereto shall be deducted from the Purchase Price to be paid in cash at Closing. If Sellers fail or refuse to cure a Title Objection identified in Schedule 1.11-B or in Buyer’s Title Notice or first arising thereafter (other than Monetary Liens), Sellers and Buyer shall follow the procedure set forth in subsection (b) above to address such Title Objections. (f) It shall be a condition precedent to the Buyer’s obligation to close the transactions contemplated by this Agreement that all policies of Title Insurance be standard ALTA Form 1990 owner’s and/or leasehold policies, as the case may be, in the full amount of that portion of the Purchase Price allocated respectively to the Real Property insured thereby and all improvements and fixtures located therein, insuring good clear record and indefeasible title thereto. The Title Insurance shall (A) insure title to the Real Property and all recorded easements benefiting such Real Property, (B) contain an “extended overage endorsement” insuring over the general exceptions contained customarily in such policies, (C) contain an ALTA Zoning Endorsement 3.1 or equivalent (if available), (D) contain an endorsement insuring that the Real Property described in the title insurance policy is the same real estate as shown on the survey delivered with respect to such Real Property, (E) contain an endorsement insuring that each street adjacent to the Real Property is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the Real Property, (F) contain an inflation endorsement providing for annual adjustments in the amount of coverage corresponding to the annual percentage increase, if any, in the U.S. Department of Commerce Composite Construction Cost Index (if available), (G) if the Real Property consists of more than one record parcel, contain a “contiguity” endorsement insuring that all of the record parcels are contiguous to one another, (H) contain a “non-imputation” endorsement to the effect that all of the title defects known to the officers, directors and stockholders of the Sellers prior to the Closing shall not be deemed “facts known to the insured”, (I) contain a comprehensive endorsement, (J) contain a tax parcel endorsement, (K) contain a subdivision endorsement, and (L) contain a future insurance endorsement. Buyer shall notify Sellers in writing within forty-five (45) days of the Effective Date hereof whether or not this condition has been satisfied. Buyer’s failure to notify Sellers on or before such date shall be deemed Buyer’s approval of the form of the Title Insurance Policies. (g) Sellers shall be responsible for the cost of all transfer taxes and deed stamps, if any, payable on account of the assignment of the Assigned Real Property Leases and the conveyance of the Owned Real Property to Buyer. Buyer shall be responsible for the cost of Buyer’s title policies and the Surveys.

Surveys and Title Insurance. (a) Prior to Closing, Buyer shall have received the right to obtain, and has obtained following title insurance policies (except “Title Policies”) issued by Chicago Title Insurance Company (the “Title Company”): (1) an ALTA owner’s policy of title insurance with respect to the Excepted PropertiesOwned Real Property or irrevocable or unconditional commitment from the Title Company to issue the same, as defined below) at Buyer’s sole expense, such instruments of survey in the amount of the value of such insured Real Property certified to (as determined by the Buyer Parties); and the Buyer’s lender(s(2) prepared by a licensed surveyor and conforming to current an ALTA Minimum Detail Requirements for Land Title Surveysleasehold policy, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines and other matters shown customarily on such surveys and showing access affirmatively to public streets and roads, as Buyer may elect to have prepared (“Surveys”), provided that such Surveys may be an update of any or all existing surveys which Sellers have delivered to Buyer. Buyer shall also have the right to obtain, and has obtained (except with respect to the Excepted Properties) at Buyer’s sole expense title insurance commitments (“Leased Property, or irrevocable or unconditional commitment from the Title Commitment”), issued by a title company selected by Buyer and the Buyer’s lender(s) (“Title Company”), committing Company to issue to Buyer (or the Buyer’s nominee) and to such lender(s) at Closingsame, upon in the payment of a requisite premium at standard rates, standard form (i) leasehold owner’s and lender’s policies with respect to each amount of the Leased value of such insured Real Properties and Property (ii) owner’s policies and lender’s policies with respect to each of as determined by the Owned Real Properties, in each case, insuring good, clear record and indefeasible title to the Real Property, with standard exceptions deleted and with such affirmative coverages as Buyer or its lender(s) may specify (“Title Insurance”). For purposes hereof, the “Excepted Properties” shall be defined as (x) the facility located at 0000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, comprised of Parcels A, B-1 and B as shown on that certain Plan of Land in Agawam, MA prepared by Xxxxx & Xxxx surveyors dated January 17, 2005 and recorded with the Hampden Registry of Deeds at Book 336, Page 125, as described in Schedule 1.1(a) and Schedule 1.1(b), and (y) the facility located at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, as described in Schedule 1.1(a) and Schedule 1.1(b), and (z) the facility located at 00 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx, as described in Schedule 1.1(bParties). (b) Except with respect to the Excepted Properties, Schedule 1.11-A sets forth all Permitted Exceptions to title for the Real Property as of the date Each of the Title Commitments referenced therein. Except with respect to the Excepted PropertiesPolicies must be (1) dated, Schedule 1.11-B sets forth all exceptions to title for the Real Property known to Buyer as of the date of the Title Commitments referenced therein to which Buyer objects (which include matters revealed by Surveys obtained by the Buyer and items which the Buyer believes that the Title Company may refuse to provide any affirmative endorsement reasonably sought by Buyer) (collectivelyor updated to, “Title Objections”). Any matters appearing on the Title Commitments and Surveys referenced in Schedule 1.11-A and not appearing on Schedule 1.11-B as Title Objections shall be deemed Permitted Exceptions hereunder. Sellers shall use reasonable and diligent efforts to cure the Buyer’s Title Objections referenced in Schedule 1.11-B and the Sellers shall in all events be obligated to remove and discharge at or prior to the Closing Date, any mortgage(2) insure, financing statementor commit to insure, lien, (expressly including any tax lien affecting any Company’s good and indefeasible title in fee simple to each parcel of the Owned Real Property, or Company’s valid leasehold interest to each insured parcel of Company Leased Property, as applicable, with extended coverage over the standard exceptions (“Standard Endorsement”), judgment or other encumbrance or title exception that can be removed or discharged by the payment and (3) free and clear of moneyall Liens except Permitted Liens, on the Owned Real Properties and on the Sellers’ interest in the Leased Real Properties (including all tax liens affecting any of the Leased Properties and all other financial obligations giving rise to any lien or encumbrance affecting the underlying fee interest in any of the Leased Properties, which obligations are the responsibility of any Seller under the applicable Lease, but expressly excluding any mortgage, attachment or other lien granted or suffered by the owner of any of the Leased Real Properties, hereinafter, each a “Monetary Lien”). If, after using reasonable and diligent efforts, Sellers are unable to cure any one or more of the Buyer’s Title Objections (other than Monetary Liens which Sellers shall remove), the Sellers shall notify the Buyer thereof and Buyer shall use diligent efforts to cause the Title Company or Lawyer’s Title Insurance Corporation (or another nationally recognized title insurer reasonably acceptable to Buyer, hereinafter “Sellers’ Title Company”4) to insure over any Title Objections for purposes of the Title Insurance. For purposes hereof, if Sellers or Buyer are able to cause the Title Company or Sellers’ Title Company to insure over any Title Objections for purposes of the Title Insurance, which insurance is reasonably acceptable to Buyer and Buyer’s lenders, then any additional cost incurred in connection with obtaining such insurance shall be deducted from the Purchase Price to be paid in cash at Closing, provided that Sellers shall have the opportunity, at their election, to obtain the affirmative coverage at issue from Seller’s Title Company, at their sole cost, upon notification of any additional cost charged therefor by the Title Company. In the event neither Sellers nor Buyer are able to cause the Title Company or Sellers’ Title Company to insure over any such Title Objection(s) as aforesaid, Buyer shallcontain, at Buyer’s electionoption, either such other endorsements and affirmative coverages as required by Buyer (i) accept such title as it then appears“Special Endorsements”), subject to indemnification by Sellers as provided in Section 7.2 hereofincluding, or (ii) terminate this Agreement upon written notice delivered without limitation, to the Sellersextent available, zoning, access, single assessed parcel, and comprehensive endorsements. (c) With respect to the Excepted Properties, Buyer shall have pay for the right reasonable costs of any survey or updated survey for each parcel of Owned Real Property and Company Leased Property to obtainbe insured hereunder commissioned by Buyer in connection herewith (“Survey”). Each Survey shall be prepared in accordance with the 2005, at Buyer’s sole expenseor newer, such instruments of Survey certified to the Buyer and the Buyer’s lender(s) prepared by a licensed surveyor and conforming to current ALTA Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines and other matters shown customarily on such Surveys as Buyer may elect to have prepared, provided that such Surveys may be an update of any or all existing surveys which Sellers have delivered by a surveyor acceptable to Buyer. Buyer shall also have the right to obtain at Buyer’s sole expense Title Commitments issued by the Title Company, committing to issue to Buyer (or the Buyer’s nominee) and to such lender(s) at Closing, upon the payment of a requisite premium at standard rates, standard form (i) leasehold and/or owner’s Title Insurance policies and (ii) lender’s Title Insurance policies with respect to each of the Excepted Properties, in each case, insuring good, clear record and indefeasible title to the Real Property, with standard exceptions deleted and with such affirmative coverages as Buyer or its lender(s) may specify. Within forty-five (45) days following the Effective Date hereof, Buyer shall notify Sellers in writing of the Permitted Exceptions and Title Objections for the Excepted Properties as of the date of the Title Commitments referenced in Buyer’s notification (“Buyer’s Title Notice”). Sellers and Buyer shall follow the procedure set forth in subsection (b) above to address Buyer’s Title Objections. In the event neither Sellers nor Buyer are able to cause the Title Company or Sellers’ Title Company to insure over any such Title Objection(s) as provided in subsection (b) above, then Buyer shall, (i) accept such title as it then appears, subject to indemnification by Sellers as provided in Section 7.2 hereof, or (ii) if the existence of the title matters identified in such Title Objections adversely affect the operations on or the value of any one (1) or more of the Excepted Properties in any material respect, Buyer may elect to terminate this Agreement upon written notice delivered to the Sellers. (d) Notwithstanding any of the foregoing to the contrary, all other encumbrances or title or survey exceptions first arising after the respective dates The premium for each of the Title Commitments referenced in Schedules 1.11-A Policies, with the Standard Endorsement and 1.11-B or in Buyer’s Title Notice which are not Permitted Exceptions (and to which Buyer has not consented in writing) any Special Endorsements, shall be paid by Buyer. The Real Estate Seller agrees to provide such documentation or other information as the Title Company may require to (i) satisfied by Sellers at or prior to satisfy all the Closing as if requirements set forth on Schedule 1.11-B or identified B, Section I of the title commitments issued in Buyer’s connection with the Title NoticePolicies, or (ii) insured over by remove all standard exceptions set forth on Schedule B, Section II of the title commitments issued in connection with the Title, and (iii) allow the Title Company or Seller’s Title Company in the manner set forth in subsection (b) above, or, if not so satisfied or insured over, shall be subject to Buyer’s indemnification and terminations rights as set forth above in subsection (b) above, provided, that if the owner of any of the Leased Properties grants any easement or otherwise encumbers any of the Leased Properties without the consent of Sellers, Buyer shall only be entitled to terminate this Agreement if the existence of the title matter adversely affects the operations on or the value of the affected Leased Property in any material respect, provided, further that Sellers shall assign all rights they may have against the owner of the Leased Property at issue under the applicable Lease, if any, arising from such owner’s unilateral action. Notwithstanding anything to the contrary contained herein, Seller shall be obligated to cure any Title Objections which have been caused by Seller or Seller’s acts first arising after the respective dates of the Title Commitments referenced in Schedules 1.11-A and 1.11-B or in Buyer’s Title Notice. (e) Without limiting Policies with the foregoing, if Sellers fail or refuse to cure a Monetary Lien, the Buyer shall have the right to pay and satisfy said Monetary Lien Standard Endorsement and the costs, fees and expenses related thereto shall be deducted from the Purchase Price to be paid in cash at Closing. If Sellers fail or refuse to cure a Title Objection identified in Schedule 1.11-B or in Buyer’s Title Notice or first arising thereafter (other than Monetary Liens), Sellers and Buyer shall follow the procedure set forth in subsection (b) above to address such Title ObjectionsSpecial Endorsements. (f) It shall be a condition precedent to the Buyer’s obligation to close the transactions contemplated by this Agreement that all policies of Title Insurance be standard ALTA Form 1990 owner’s and/or leasehold policies, as the case may be, in the full amount of that portion of the Purchase Price allocated respectively to the Real Property insured thereby and all improvements and fixtures located therein, insuring good clear record and indefeasible title thereto. The Title Insurance shall (A) insure title to the Real Property and all recorded easements benefiting such Real Property, (B) contain an “extended overage endorsement” insuring over the general exceptions contained customarily in such policies, (C) contain an ALTA Zoning Endorsement 3.1 or equivalent (if available), (D) contain an endorsement insuring that the Real Property described in the title insurance policy is the same real estate as shown on the survey delivered with respect to such Real Property, (E) contain an endorsement insuring that each street adjacent to the Real Property is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the Real Property, (F) contain an inflation endorsement providing for annual adjustments in the amount of coverage corresponding to the annual percentage increase, if any, in the U.S. Department of Commerce Composite Construction Cost Index (if available), (G) if the Real Property consists of more than one record parcel, contain a “contiguity” endorsement insuring that all of the record parcels are contiguous to one another, (H) contain a “non-imputation” endorsement to the effect that all of the title defects known to the officers, directors and stockholders of the Sellers prior to the Closing shall not be deemed “facts known to the insured”, (I) contain a comprehensive endorsement, (J) contain a tax parcel endorsement, (K) contain a subdivision endorsement, and (L) contain a future insurance endorsement. Buyer shall notify Sellers in writing within forty-five (45) days of the Effective Date hereof whether or not this condition has been satisfied. Buyer’s failure to notify Sellers on or before such date shall be deemed Buyer’s approval of the form of the Title Insurance Policies. (g) Sellers shall be responsible for the cost of all transfer taxes and deed stamps, if any, payable on account of the assignment of the Assigned Real Property Leases and the conveyance of the Owned Real Property to Buyer. Buyer shall be responsible for the cost of Buyer’s title policies and the Surveys.

Surveys and Title Insurance. (a) Buyer shall have the right to obtainAt Buyer's option, and has obtained (except with respect to the Excepted Properties, as defined below) at Buyer’s 's sole cost and expense, such instruments of survey of the Real Property certified to the Buyer and the Buyer’s lender(s) prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines and other matters shown customarily on such surveys and showing access affirmatively to public streets and roads, as Buyer may elect to have prepared (“Surveys”), provided that such Surveys may be an update of any or all existing surveys which Sellers have delivered to Buyer. Buyer shall also have the right to obtain, and has obtained (except with respect to the Excepted Properties) at Buyer’s sole expense title insurance commitments (“Title Commitment”), issued by a title company selected by Buyer and the Buyer’s lender(s) (“Title Company”), committing to issue to Buyer (or the Buyer’s nominee) and to such lender(s) at Closing, upon the payment of a requisite premium at standard rates, standard form obtain (i) leasehold owner’s and lender’s policies with surveys desired by Buyer in respect to each of the Leased Real Properties Purchased Assets, in form and substance reasonably satisfactory to Buyer; (ii) owner’s policies and lender’s policies with respect to each of the Owned Real Propertiespolicies, in each case, insuring good, clear record and indefeasible title to the Real Property, with standard exceptions deleted and with such affirmative coverages as Buyer or its lender(s) may specify (“Title Insurance”). For purposes hereof, the “Excepted Properties” shall be defined as (x) the facility located at 0000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, comprised of Parcels A, B-1 and B as shown on that certain Plan of Land in Agawam, MA prepared by Xxxxx & Xxxx surveyors dated January 17, 2005 and recorded with the Hampden Registry of Deeds at Book 336, Page 125, as described in Schedule 1.1(a) and Schedule 1.1(b), and (y) the facility located at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, as described in Schedule 1.1(a) and Schedule 1.1(b), and (z) the facility located at 00 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx, as described in Schedule 1.1(b). (b) Except with respect to the Excepted Properties, Schedule 1.11-A sets forth all Permitted Exceptions to title for the Real Property as of the date of the Title Commitments referenced therein. Except with respect to the Excepted Properties, Schedule 1.11-B sets forth all exceptions to title for the Real Property known to Buyer as of the date of the Title Commitments referenced therein to which Buyer objects (which include matters revealed by Surveys obtained by the Buyer and items which the Buyer believes that the Title Company may refuse to provide any affirmative endorsement reasonably sought by Buyer) (collectively, “Title Objections”). Any matters appearing on the Title Commitments and Surveys referenced in Schedule 1.11-A and not appearing on Schedule 1.11-B as Title Objections shall be deemed Permitted Exceptions hereunder. Sellers shall use reasonable and diligent efforts to cure the Buyer’s Title Objections referenced in Schedule 1.11-B and the Sellers shall in all events be obligated to remove and discharge at or prior to the Closing Date, any mortgage, financing statement, lien, (expressly including any tax lien affecting any of with extended coverage guaranteeing the Real Property), judgment or other encumbrance or title exception that can be removed or discharged by the payment of money, on the Owned Real Properties and on the Sellers’ interest in the Leased Real Properties (including all tax liens affecting any of the Leased Properties and all other financial obligations giving rise to any lien or encumbrance affecting the underlying fee interest in any of the Leased Properties, which obligations are the responsibility of any Seller under the applicable Lease, but expressly excluding any mortgage, attachment or other lien granted or suffered by the owner of any of the Leased Real Properties, hereinafter, each a “Monetary Lien”). If, after using reasonable and diligent efforts, Sellers are unable to cure any one or more of the Buyer’s Title Objections (other than Monetary Liens which Sellers shall remove), the Sellers shall notify the Buyer thereof and Buyer shall use diligent efforts to cause the Title Company or Lawyer’s Title Insurance Corporation (or another nationally recognized title insurer reasonably acceptable to Buyer, hereinafter “Sellers’ Title Company”) to insure over any Title Objections for purposes of the Title Insurance. For purposes hereof, if Sellers or Buyer are able to cause the Title Company or Sellers’ Title Company to insure over any Title Objections for purposes of the Title Insurance, which insurance is reasonably acceptable to Buyer and Buyer’s lenders, then any additional cost incurred in connection with obtaining such insurance shall be deducted from the Purchase Price to be paid in cash at Closing, provided that Sellers shall have the opportunity, at their election, to obtain the affirmative coverage at issue from Seller’s Title Company, at their sole cost, upon notification of any additional cost charged therefor by the Title Company. In the event neither Sellers nor Buyer are able to cause the Title Company or Sellers’ Title Company to insure over any such Title Objection(s) as aforesaid, Buyer shall, at Buyer’s election, either (i) accept such title as it then appears, subject to indemnification by Sellers as provided in Section 7.2 hereof, or (ii) terminate this Agreement upon written notice delivered to the Sellers. (c) With respect to the Excepted Properties, Buyer shall have the right to obtain, at Buyer’s sole expense, such instruments of Survey certified to the Buyer and the Buyer’s lender(s) prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines and other matters shown customarily on such Surveys as Buyer may elect to have prepared, provided that such Surveys may be an update of any or all existing surveys which Sellers have delivered to Buyer. Buyer shall also have the right to obtain at Buyer’s sole expense Title Commitments issued by the Title Company, committing to issue to Buyer (or the Buyer’s nominee) and to such lender(s) at Closing, upon the payment of a requisite premium at standard rates, standard form (i) leasehold and/or owner’s Title Insurance policies and (ii) lender’s Title Insurance policies with respect to each of the Excepted Properties, in each case, insuring good, clear record and indefeasible title to the Real Property, with standard exceptions deleted and with such affirmative coverages as Buyer or its lender(s) may specify. Within forty-five (45) days following the Effective Date hereof, Buyer shall notify Sellers in writing of the Permitted Exceptions and Title Objections for the Excepted Properties as of the date of the Title Commitments referenced in Buyer’s notification (“Buyer’s Title Notice”). Sellers and Buyer shall follow the procedure set forth in subsection (b) above to address Buyer’s Title Objections. In the event neither Sellers nor Buyer are able to cause the Title Company or Sellers’ Title Company to insure over any such Title Objection(s) as provided in subsection (b) above, then Buyer shall, (i) accept such title as it then appears, subject to indemnification by Sellers as provided in Section 7.2 hereof, or (ii) if the existence of the title matters identified in such Title Objections adversely affect the operations on or the value of any one (1) or more of the Excepted Properties in any material respect, Buyer may elect to terminate this Agreement upon written notice delivered to the Sellers. (d) Notwithstanding any of the foregoing to the contrary, all other encumbrances or title or survey exceptions first arising after the respective dates of the Title Commitments referenced in Schedules 1.11-A and 1.11-B or in Buyer’s Title Notice which are not Permitted Exceptions (and to which Buyer has not consented in writing) shall be (i) satisfied by Sellers at or prior to the Closing as if set forth on Schedule 1.11-B or identified in Buyer’s Title Notice, or (ii) insured over by the Title Company or Seller’s Title Company in the manner set forth in subsection (b) above, or, if not so satisfied or insured over, shall be subject to Buyer’s indemnification and terminations rights as set forth above in subsection (b) above, provided, that if the owner of any of the Leased Properties grants any easement or otherwise encumbers any of the Leased Properties without the consent of Sellers, Buyer shall only be entitled to terminate this Agreement if the existence of the title matter adversely affects the operations on or the value of the affected Leased Property in any material respect, provided, further that Sellers shall assign all rights they may have against the owner of the Leased Property at issue under the applicable Lease, if any, arising from such owner’s unilateral action. Notwithstanding anything to the contrary customarily contained herein, Seller shall be obligated to cure any Title Objections which have been caused by Seller or Seller’s acts first arising after the respective dates of the Title Commitments referenced in Schedules 1.11-A and 1.11-B or in Buyer’s Title Notice. (e) Without limiting the foregoing, if Sellers fail or refuse to cure a Monetary Lien, the Buyer shall have the right to pay and satisfy said Monetary Lien and the costs, fees and expenses related thereto shall be deducted from the Purchase Price to be paid in cash at Closing. If Sellers fail or refuse to cure a Title Objection identified in Schedule 1.11-B or in Buyer’s Title Notice or first arising thereafter (other than Monetary Liens), Sellers and Buyer shall follow the procedure set forth in subsection (b) above to address such Title Objections. (f) It shall be a condition precedent to the Buyer’s obligation to close the transactions contemplated by this Agreement that all policies of Title Insurance be standard ALTA Form 1990 owner’s and/or leasehold policies, as the case may be, in the full amount of that portion of the Purchase Price allocated respectively to the Real Property insured thereby and all improvements and fixtures located therein, insuring good clear record and indefeasible title thereto. The Title Insurance shall (A) insure title to the Real Property and all recorded easements benefiting such Real Property, (B) contain an “extended overage endorsement” insuring over the general exceptions contained customarily in such policies, (C) contain an ALTA Zoning Endorsement 3.1 or equivalent (if available), (D) contain an endorsement insuring that covering the Real Property described Estate issued by a nationally recognized title insurance company, insuring, as of the Closing Date, the fee simple title or leasehold interest of Buyer in such fee simple or leasehold interests of Buyer in the Purchased Assets in an amount reasonably determined by Buyer, subject only to the Permitted Encumbrances. Seller shall cooperate as is commercially reasonable and in good faith in Buyer's efforts to obtain such policies of title insurance, including executing and delivering, or causing to be executed and delivered, to the title insurance policy is company any affidavits reasonably requested and customarily required by it or Buyer in connection with the same real estate as shown on issuance of the survey delivered with respect to such Real Property, (E) contain an endorsement insuring policies; provided that each street adjacent to the Real Property is a public street extent Buyer requests Seller to provide such cooperation and/or execute and that there is direct deliver such affidavits, and unencumbered pedestrian without limiting any rights Buyer has under this Agreement, including Article VIII, Buyer shall indemnify and vehicular access to such street from the Real Propertyhold harmless Seller, (F) contain an inflation endorsement providing for annual adjustments in the amount of coverage corresponding to the annual percentage increase, if any, in the U.S. Department of Commerce Composite Construction Cost Index (if available), (G) if the Real Property consists of more than one record parcel, contain a “contiguity” endorsement insuring that all of the record parcels are contiguous to one another, (H) contain a “non-imputation” endorsement to the effect that all of the title defects known to the its officers, directors and stockholders Affiliates from and against losses suffered or incurred by any of the Sellers prior them with respect to any claims made by third parties or any Liability relating to or based upon any affidavit of Seller provided at Buyer's request pursuant to this Section 6.16; provided, however, that Buyer shall not have any obligation to indemnify and hold harmless Seller, its officers, directors or Affiliates to the Closing extent that any such losses suffered or incurred arose from information provided by Seller in writing in any affidavit pursuant to this Section 6.16 failing to be true and correct in all material respects. Notwithstanding anything in this Agreement, this covenant shall not be deemed “facts known or treated in any respect as a condition to the insured”, (I) contain a comprehensive endorsement, (J) contain a tax parcel endorsement, (K) contain a subdivision endorsement, and (L) contain a future insurance endorsementClosing. Buyer shall notify Sellers in writing within forty-five (45) days of the Effective Date hereof whether or not this condition has been satisfied. Buyer’s failure to notify Sellers on or before such date shall be deemed Buyer’s approval of the form of the Title Insurance Policies. (g) Sellers shall be responsible for the cost of all transfer taxes and deed stamps, if any, payable on account of the assignment of the Assigned Real Property Leases and the conveyance of the Owned Real Property to Buyer. Buyer shall be responsible for the cost of Buyer’s title policies and the Surveys.40

Surveys and Title Insurance. (a) As a condition of its obligation to proceed with the Closing, Buyer shall have the right to obtain, and has obtained (except with respect to the Excepted Properties, as defined below) at Buyer’s sole expense, such instruments received ALTA policies of survey of the Real Property certified to the Buyer and the Buyer’s lender(s) prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines and other matters shown customarily on such surveys and showing access affirmatively to public streets and roads, as Buyer may elect to have prepared (“Surveys”), provided that such Surveys may be an update of any or all existing surveys which Sellers have delivered to Buyer. Buyer shall also have the right to obtain, and has obtained (except with respect to the Excepted Properties) at Buyer’s sole expense title insurance commitments (“Title Commitment”), issued by a title company selected by Buyer Hxxxxxx Title and Escrow Agency, Inc. (the Buyer’s lender(s) (“Title Company”), committing to issue to Buyer (or the Buyer’s nominee) and to such lender(s) at Closing, upon the payment of a requisite premium at standard rates, standard form (i) leasehold owner’s and lender’s policies with respect to each parcel of Real Property, or irrevocable or unconditional binders to issue the same (“Title Policies”), in the amount of the Leased value of such insured Real Properties Property that (a) is dated, or updated to, the Closing Date, (b) insures, or commits to insure, Buyer’s good and indefeasible title in fee simple to each parcel of Real Property, with extended coverage over the standard exceptions (“Standard Endorsement”), (c) free and clear of all Liens except Permitted Liens, and (d) contains, at Buyer’s option, such other endorsements and affirmative coverages as required by Buyer (“Special Endorsements”), including to the extent available, zoning, access, single assessed parcel, and comprehensive endorsements. Each updated survey for each parcel of Real Property (collectively, the “Surveys”) shall be prepared in accordance with the 2005 Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys by a surveyor acceptable to Buyer. The premium for each of the Title Policies, with the Standard Endorsement and any Special Endorsements and the cost of the Surveys, shall be paid by Buyer. Seller agrees to provide such documentation or other information as the title insurance companies may require to (i) satisfy all the requirements set forth on Schedule B, Section I of the title commitments issued in connection with the Title Policies, and (ii) owner’s policies and lender’s policies with respect to each of the Owned Real Properties, in each case, insuring good, clear record and indefeasible title to the Real Property, with remove all standard exceptions deleted and with such affirmative coverages as Buyer or its lender(s) may specify (“Title Insurance”). For purposes hereof, the “Excepted Properties” shall be defined as (x) the facility located at 0000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, comprised of Parcels A, B-1 and B as shown on that certain Plan of Land in Agawam, MA prepared by Xxxxx & Xxxx surveyors dated January 17, 2005 and recorded with the Hampden Registry of Deeds at Book 336, Page 125, as described in Schedule 1.1(a) and Schedule 1.1(b), and (y) the facility located at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, as described in Schedule 1.1(a) and Schedule 1.1(b), and (z) the facility located at 00 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx, as described in Schedule 1.1(b). (b) Except with respect to the Excepted Properties, Schedule 1.11-A sets forth all Permitted Exceptions to title for the Real Property as of the date of the Title Commitments referenced therein. Except with respect to the Excepted Properties, Schedule 1.11-B sets forth all exceptions to title for the Real Property known to Buyer as of the date of the Title Commitments referenced therein to which Buyer objects (which include matters revealed by Surveys obtained by the Buyer and items which the Buyer believes that the Title Company may refuse to provide any affirmative endorsement reasonably sought by Buyer) (collectively, “Title Objections”). Any matters appearing on the Title Commitments and Surveys referenced in Schedule 1.11-A and not appearing on Schedule 1.11-B as Title Objections shall be deemed Permitted Exceptions hereunder. Sellers shall use reasonable and diligent efforts to cure the Buyer’s Title Objections referenced in Schedule 1.11-B and the Sellers shall in all events be obligated to remove and discharge at or prior to the Closing Date, any mortgage, financing statement, lien, (expressly including any tax lien affecting any of the Real Property), judgment or other encumbrance or title exception that can be removed or discharged by the payment of money, on the Owned Real Properties and on the Sellers’ interest in the Leased Real Properties (including all tax liens affecting any of the Leased Properties and all other financial obligations giving rise to any lien or encumbrance affecting the underlying fee interest in any of the Leased Properties, which obligations are the responsibility of any Seller under the applicable Lease, but expressly excluding any mortgage, attachment or other lien granted or suffered by the owner of any of the Leased Real Properties, hereinafter, each a “Monetary Lien”). If, after using reasonable and diligent efforts, Sellers are unable to cure any one or more of the Buyer’s Title Objections (other than Monetary Liens which Sellers shall remove), the Sellers shall notify the Buyer thereof and Buyer shall use diligent efforts to cause the Title Company or Lawyer’s Title Insurance Corporation (or another nationally recognized title insurer reasonably acceptable to Buyer, hereinafter “Sellers’ Title Company”) to insure over any Title Objections for purposes of the Title Insurance. For purposes hereof, if Sellers or Buyer are able to cause the Title Company or Sellers’ Title Company to insure over any Title Objections for purposes of the Title Insurance, which insurance is reasonably acceptable to Buyer and Buyer’s lenders, then any additional cost incurred in connection with obtaining such insurance shall be deducted from the Purchase Price to be paid in cash at Closing, provided that Sellers shall have the opportunity, at their election, to obtain the affirmative coverage at issue from Seller’s Title Company, at their sole cost, upon notification of any additional cost charged therefor by the Title Company. In the event neither Sellers nor Buyer are able to cause the Title Company or Sellers’ Title Company to insure over any such Title Objection(s) as aforesaid, Buyer shall, at Buyer’s election, either (i) accept such title as it then appears, subject to indemnification by Sellers as provided in Section 7.2 hereof, or (ii) terminate this Agreement upon written notice delivered to the Sellers. (c) With respect to the Excepted Properties, Buyer shall have the right to obtain, at Buyer’s sole expense, such instruments of Survey certified to the Buyer and the Buyer’s lender(s) prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines and other matters shown customarily on such Surveys as Buyer may elect to have prepared, provided that such Surveys may be an update of any or all existing surveys which Sellers have delivered to Buyer. Buyer shall also have the right to obtain at Buyer’s sole expense Title Commitments issued by the Title Company, committing to issue to Buyer (or the Buyer’s nominee) and to such lender(s) at Closing, upon the payment of a requisite premium at standard rates, standard form (i) leasehold and/or owner’s Title Insurance policies and (ii) lender’s Title Insurance policies with respect to each of the Excepted Properties, in each case, insuring good, clear record and indefeasible title to the Real Property, with standard exceptions deleted and with such affirmative coverages as Buyer or its lender(s) may specify. Within forty-five (45) days following the Effective Date hereof, Buyer shall notify Sellers in writing of the Permitted Exceptions and Title Objections for the Excepted Properties as of the date of the Title Commitments referenced in Buyer’s notification (“Buyer’s Title Notice”). Sellers and Buyer shall follow the procedure set forth in subsection (b) above to address Buyer’s Title Objections. In the event neither Sellers nor Buyer are able to cause the Title Company or Sellers’ Title Company to insure over any such Title Objection(s) as provided in subsection (b) above, then Buyer shall, (i) accept such title as it then appears, subject to indemnification by Sellers as provided in Section 7.2 hereof, or (ii) if the existence of the title matters identified in such Title Objections adversely affect the operations on or the value of any one (1) or more of the Excepted Properties in any material respect, Buyer may elect to terminate this Agreement upon written notice delivered to the Sellers. (d) Notwithstanding any of the foregoing to the contrary, all other encumbrances or title or survey exceptions first arising after the respective dates of the Title Commitments referenced in Schedules 1.11-A and 1.11-B or in Buyer’s Title Notice which are not Permitted Exceptions (and to which Buyer has not consented in writing) shall be (i) satisfied by Sellers at or prior to the Closing as if set forth on Schedule 1.11-B or identified in Buyer’s Title NoticeB, or (ii) insured over by the Title Company or Seller’s Title Company in the manner set forth in subsection (b) above, or, if not so satisfied or insured over, shall be subject to Buyer’s indemnification and terminations rights as set forth above in subsection (b) above, provided, that if the owner of any of the Leased Properties grants any easement or otherwise encumbers any of the Leased Properties without the consent of Sellers, Buyer shall only be entitled to terminate this Agreement if the existence Section II of the title matter adversely affects the operations on or the value of the affected Leased Property commitments issued in any material respect, provided, further that Sellers shall assign all rights they may have against the owner of the Leased Property at issue under the applicable Lease, if any, arising from such owner’s unilateral action. Notwithstanding anything to the contrary contained herein, Seller shall be obligated to cure any Title Objections which have been caused by Seller or Seller’s acts first arising after the respective dates of connection with the Title Commitments referenced in Schedules 1.11-A and 1.11-B or in Buyer’s Title Notice. (e) Without limiting the foregoing, if Sellers fail or refuse to cure a Monetary Lien, the Buyer shall have the right to pay and satisfy said Monetary Lien and the costs, fees and expenses related thereto shall be deducted from the Purchase Price to be paid in cash at Closing. If Sellers fail or refuse to cure a Title Objection identified in Schedule 1.11-B or in Buyer’s Title Notice or first arising thereafter (other than Monetary Liens), Sellers and Buyer shall follow the procedure set forth in subsection (b) above to address such Title Objections. (f) It shall be a condition precedent to the Buyer’s obligation to close the transactions contemplated by this Agreement that all policies of Title Insurance be standard ALTA Form 1990 owner’s and/or leasehold policies, as the case may be, in the full amount of that portion of the Purchase Price allocated respectively to the Real Property insured thereby and all improvements and fixtures located therein, insuring good clear record and indefeasible title thereto. The Title Insurance shall (A) insure title to the Real Property and all recorded easements benefiting such Real Property, (B) contain an “extended overage endorsement” insuring over the general exceptions contained customarily in such policies, (C) contain an ALTA Zoning Endorsement 3.1 or equivalent (if available), (D) contain an endorsement insuring that the Real Property described in the title insurance policy is the same real estate as shown on the survey delivered with respect to such Real Property, (E) contain an endorsement insuring that each street adjacent to the Real Property is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the Real Property, (F) contain an inflation endorsement providing for annual adjustments in the amount of coverage corresponding to the annual percentage increase, if any, in the U.S. Department of Commerce Composite Construction Cost Index (if available), (G) if the Real Property consists of more than one record parcel, contain a “contiguity” endorsement insuring that all of the record parcels are contiguous to one another, (H) contain a “non-imputation” endorsement to the effect that all of the title defects known to the officers, directors and stockholders of the Sellers prior to the Closing shall not be deemed “facts known to the insured”, (I) contain a comprehensive endorsement, (J) contain a tax parcel endorsement, (K) contain a subdivision endorsement, and (L) contain a future insurance endorsement. Buyer shall notify Sellers in writing within forty-five (45) days of the Effective Date hereof whether or not this condition has been satisfied. Buyer’s failure to notify Sellers on or before such date shall be deemed Buyer’s approval of the form of the Title Insurance Policies. (g) Sellers shall be responsible for the cost of all transfer taxes and deed stamps, if any, payable on account of the assignment of the Assigned Real Property Leases and the conveyance of the Owned Real Property to Buyer. Buyer shall be responsible for the cost of Buyer’s title policies and the Surveys.