Title and Other Property Related Matters Sample Clauses

Title and Other Property Related Matters. 3.1. Purchaser's Inspections and Due Diligence. (a) Prior to the date hereof Purchaser has conducted and after the date hereof will continue to conduct its title, survey, environmental, physical, and structural examinations, inspections, testing, studies and investigations of the Properties (collectively, the "Due Diligence"). Except for any limitations as may be imposed by this Section 3.1 and Section 3.2 below, Purchaser may conduct such Due Diligence as it deems necessary or appropriate, and examine and investigate to its full satisfaction the facts, circumstances, and matters relating to the title, survey, environmental, physical, and structural condition of the Properties (including those matters that would be revealed by an examination of the title and survey of the Properties, such as availability and adequacy of utilities, access, and zoning). The Due Diligence will be at Purchaser's sole cost and expense except as otherwise expressly provided in Section 12.9. (b) Purchaser acknowledges that on the date hereof, Purchaser has completed its review, inspection, examination, analysis and verification of all matters (including, without limitation, review of rent rolls, Leases and Contracts, Licenses and Permits, financial condition and results of operations of Sellers and the Real Estate Business, market conditions, pending litigation, compliance with Laws, the Assumed Liabilities, the environmental condition of the Properties, and the physical and structural condition of the Properties) except new title and survey matters arising since the date of the Title Commitments described in Section 3.4 below, and, that after the date hereof, Purchaser shall have no right to terminate this Agreement except as provided in Sections 3.4, 8.3, 10.1, 10.2(b) and 10.3.

Title and Other Property Related Matters. 3.1 Title to the Properties. (a) JRI has caused Chicago Title Insurance Company (the "Title Company") to prepare and deliver to CBL, and CBL hereby acknowledges receipt of (i) the title commitments attached as Exhibit F hereto (each a "Commitment" and, collectively, the "Commitments"), pursuant to which the Title Company agrees to issue ALTA title insurance policies (collectively, the "Title Policies") for each of the Properties with the endorsements and affirmative coverages referenced therein, which Title Policies shall name, as the insured, the entity to which (x) the Interests are to be transferred pursuant to an Interest Contribution Agreement for such Property (i.e., a partner or member of the applicable Property Owner) or (y) the Property is to be transferred pursuant to a Deed Contribution Agreement (i.e., a Property transferee) and shall insure the applicable Property Owner's (or Property transferee's, if applicable) fee simple (and, in the case of Eastgate Mall and Wausau Center, its leasehold) title to its respective Property to be good and indefeasible, subject only to the Permitted Exceptions and the other terms set forth therein and (ii) photocopies of the documents (the "Title Documents") evidencing or describing all title exceptions shown on the Commitments. (b) As used herein, the term "Permitted Exceptions" means, with respect to each Property:

Title and Other Property Related Matters. 3.1. Purchaser's Inspections and Due Diligence. (a) Prior to the date hereof, Purchaser has conducted and after the date hereof will continue to conduct its title, survey, environmental, physical, and structural examinations, inspections, testing, studies and investigations of the Properties and/or its review of the Benderson Loan Documents (collectively, the "DUE DILIGENCE"). Except for any limitations as may be imposed by this Section 3.1 and Section 3.2 below, Purchaser may conduct such Due Diligence as it deems necessary or appropriate, and examine and investigate to its full satisfaction the facts, circumstances, and matters relating to the title, survey, environmental, physical, and structural condition of the Properties (including those matters that would be revealed by an examination of the title and survey of the Properties, such as availability and adequacy of utilities, access, and zoning). The Due Diligence will be at Purchaser's sole cost and expense except as otherwise expressly provided in Section 9.2.

Title and Other Property Related Matters