Title and Survey. (a) The Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below ...
Title and Survey. Purchaser shall order, at Seller’s expense, from Chicago Title Insurance Company (the “Title Company”) a preliminary title commitment with respect to the Property, with extended coverage, issued in favor of Purchaser (the “Title Commitment”). Purchaser shall order, at Seller’s expense, a new ALTA/ACSM Land Title survey, prepared pursuant to the minimum standard detail requirements for ALTA/ACSM Land Title Surveys effective February 23, 2011, and including those optional survey responsibilities and specifications from Table A thereof as are requested by Purchaser in writing with its initial survey order to the surveyor (the “Survey”). The Survey shall reflect all improvements, access to public streets and showing all utilities. The Survey shall also reflect easements, uses and encumbrances listed on the Title Commitment (identifying each by recording reference, where applicable), recite the exact area of the Land (both in terms of square-footage and in acres), and state the flood zone classification(s) of the Property. Further, the Survey shall be certified to Purchaser, to the Title Company and to such other persons, firms or corporations as Purchaser may reasonably request. Purchaser shall promptly deliver to Seller copies of the Title Commitment and Survey. Purchaser shall have until the date which is ten (10) days prior to the expiration of the Inspection Period to give written notice to Seller of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment or otherwise in Purchaser’s examination of title, and Purchaser shall have until the earlier of the date which is ten (10) days following Purchaser’s receipt of the Survey or the expiration of the Inspection Period to give written notice to Seller of such objections as Purchaser may have to the Survey (each such date an “Objection Date” and each such written notice a “Title Notice”). Subject to the next paragraph in this Section 2.4, any title or Survey matters which Purchaser fails to raise in a Title Notice on or before the applicable Objection Date shall be deemed Permitted Exceptions. Seller shall have the right, but not the obligation (except as to Monetary Objections, defined below), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within five (5) days after receipt of Purchaser’s Title Notice, Seller shall give written notice to Purchaser informing the Purchaser of Seller’s election with respect to ...
Title and Survey. Promptly after the execution of this Agreement, the Parent shall (a) provide or make available to the Purchaser copies of the existing as-built surveys (the “Existing Surveys”) of the Owned Real Property and of such of the Leased Real Property as are used for distribution centers in any Southern State (the “Designated Leased Property”), and which are, in any such instance, in Parent’s or Sellers’ possession, (b) request an update or recertification of the Existing Surveys in favor of Purchaser and in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, as adopted by the American Land Title Association and the American Congress on Surveying and Mapping or the local equivalent (the “New Surveys”), and (c) cause Parent’s or Sellers’ title insurance company to provide to the Purchaser a commitment for Owner’s Title Policies or Leasehold Title Policies, as applicable (collectively, the “Title Policies”), covering each parcel of Owned Real Property or Designated Leased Property (collectively, the “Commitments”), together with the documents evidencing all exceptions and restrictions shown on the Commitments (the “Title Documents”). The updates or recertifications of the Existing Surveys and the cost of the base premiums for the Title Policies shall be at the Parent’s or Sellers’ sole cost and expense. The cost of any modifications and endorsements to the Title Policies and/or the cost of any mortgagee policies of title insurance that may be required by any lender of the Purchaser, including any modifications and endorsements to such mortgagee policies of title insurance, shall be at the Purchaser’s sole cost and expense. Within twenty (20) calendar days after the date Purchaser receives the last of the Title Documents and New Survey for each parcel of Owned Real Property and Designated Leased Property, Purchaser may deliver to Seller a statement in writing of any objections Purchaser may have to Sellers’ fee title to a parcel of Owned Real Property or leasehold title to Designated Leased Property, as the case may be, other than Permitted Liens and the standard printed exclusions from coverage contained in the Title Policies (collectively, “Title Objections”). Any Title Objections shall be deemed waived if Parent or the Sellers are not notified of such Title Objections within twenty (20) calendar days after Purchaser receives the last of the Title Documents and New Survey for the applicable parcel of Owned Real Property or Designa...
Title and Survey. Copy of Seller's most current title insurance information and survey of the Property;
Title and Survey. Subject to the provisions of Section 2.5 of this Agreement, Contributor covenants to convey to GIPLP (or its assignee), good, insurable and marketable fee simple title in and to the Property. For purposes of this Agreement, “good, insurable and marketable fee simple title” shall mean fee simple ownership which is (i) is free and clear of all claims, liens and encumbrances (including any and all state tax liens and/or withholding requirements) of any kind or nature whatsoever other than the Permitted Exceptions, and (ii) insurable by the Title Company at then current standard rates under the 2006 standard form of ALTA owner’s policy of title insurance, with the standard or printed exceptions therein deleted and without exception other than the Permitted Exceptions. Within ten (10) days after the Effective Date, GIPLP shall obtain an ALTA Form 2006 Commitment (“Title Commitment”) for an owner’s title insurance policy (“Title Policy”) issued by the Title Company in an amount no less than the cash value of the Contribution Consideration.
(a) If GIPLP determines that title to the Land is unsatisfactory to GIPLP, then GIPLP shall notify Contributor of those liens, encumbrances, exceptions or qualifications to title which are unsatisfactory to GIPLP, and any such liens, encumbrances, exceptions or qualifications shall be hereinafter referred to as “Title Defects.” GIPLP’s failure to deliver notification to Contributor of the Title Defects prior to the date that is ten (10) days after its receipt of both the Title Commitment and Survey, but in no event, regardless of when the Title Commitment and Survey are received by GIPLP, after the end of the Inspection Period, shall be deemed to constitute acceptance of all matters of title and survey. Contributor shall notify GIPLP in writing no later than five (5) days after Contributor’s receipt of GIPLP’s notice setting forth the existence of any Title Defects and indicate to GIPLP that Contributor either (i) intends to cure the Title Defects within the applicable cure period, or (ii) intends not to cure some or all of such exceptions, identifying which of the Title Defects Contributor intends to cure and/or not cure (Contributor) being under no obligation to cure Title Defects other than the Monetary Objections). If Contributor does not respond to GIPLP within such five (5) day period, it shall be deemed to have given GIPLP notice that it does not intend to cure any Title Defects.
(b) If Contributor notifies GIPLP that i...
Title and Survey. Section 3.01. Haverty has heretofore furnished to Purchaser commitments from the Title Company to issue to Purchaser or its designee at Closing extended coverage ALTA Owner’s Title Policies (the “Owner’s Title Policy”) in the amount of the Purchase Price for each Project, naming Purchaser as the proposed insured, which commitments obligate the Title Company to insure fee simple title to each of the Projects subject only to the Permitted Exceptions set forth in Exhibit “B” attached hereto (and in no event the standard exceptions which are capable of deletion), which commitments hereby are in form and substance reasonably acceptable to Purchaser. Haverty has also heretofore furnished to Purchaser commitments from the Title Company to provide to Lender ALTA Loan Policies (the “Mortgage Title Policy”) with coverage amounts for each Project equaling in the aggregate the amount of the loan to be obtained by Purchaser to acquire the Projects and otherwise shall be in form and substance reasonably acceptable to Lender.
Section 3.02. Haverty shall deliver to Purchaser the Surveys in form and substance satisfactory to Purchaser and to Lender (the “Surveys”).
Section 3.03. The property information and all other information, other than matters of public record or matters generally known to the public, furnished to, or obtained through inspection of the Projects by, Purchaser, its affiliates, lenders, employees, attorneys, accountants and other professionals or agents relating to the Projects, will be treated by Purchaser, its affiliates, lenders, employees, agents, and current and prospective investors as confidential, and Purchaser shall take commercially reasonable steps, except as required by law, not to disclose such information other than on a need-to-know basis and to Purchaser's consultants who agree to take commercially reasonable steps not to disclose such information, and will be returned to Haverty by Purchaser if the Closing does not occur. The confidentiality provisions of this Section 3.03 shall not apply to any disclosures made by Purchaser as required by law, by court order, or in connection with any subpoena served upon Purchaser; provided Purchaser shall provide Haverty with written notice before making any such disclosure.
Title and Survey. 4.1 Seller shall convey to Purchaser at closing good and marketable fee simple title in and to the Property free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Exceptions (as hereinafter defined) and insurable by a title insurance company reasonably acceptable to Purchaser, at then current rates under the ALTA Owner's Policy of Title Insurance with all standard printed exceptions deleted and without exception other than for the Permitted Exceptions. For the purposes of this Contract, the term "Permitted Exceptions" shall mean: (i) current city, state and county ad valorem taxes not yet due and payable; (ii) zoning and subdivision restrictions that do not prevent development of the Land for Purchaser's intended purposes; and (iii) easements for the installations or maintenance of public utilities that service only the Property provided same do not interfere with development and use of the Property by Purchaser. Seller shall undertake reasonable efforts to remove claims, liens and encumbrances (other than usual and customary tax assessments, mortgage pay-offs and like financial obligations which are to be deducted from Seller’s proceeds at Closing in the usual course) at Purchaser's request, but if such efforts are deemed unreasonably burdensome to Seller, Seller may advise Purchaser of its intent to not undertake curative efforts, and Purchaser may either terminate the Contract and receive its Xxxxxxx Money Second Deposit in full satisfaction of any and all claims against Purchaser, or accept title to the Property as so encumbered and proceed to closing, in which case such claims, liens and encumbrances shall be deemed to be Permitted Exceptions. Furthermore, Seller shall not establish any easements, covenants, or restrictions affecting the Property without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, after the Effective Date.
Title and Survey. Purchaser has ordered, at its expense (and upon receipt, Purchaser shall promptly deliver copies to Seller): (i) a commitment for a 1992 form ALTA Owner's title insurance policy with respect to the Property from Commonwealth Land Title Insurance Company (the "Title Insurer") in the amount of the Purchase Price, and (ii) copies of all documents relating to title exceptions referred to therein. Seller has already ordered, and Purchaser has received, at Purchaser's sole expense, a plat of survey of the Property made in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys (1992) pursuant to the accuracy standards of an Urban Survey. On or before January 30, 1998, Purchaser agrees to notify Seller of any objection Purchaser may have to any exceptions reported in the commitment or any matter shown on the plat of survey (the "Unacceptable Exceptions"). Seller will be responsible for satisfaction of the Title Insurer's Schedule B-1 seller requirements. All other exceptions and survey matters will be deemed acceptable to Purchaser. If Purchaser fails to give such notice to Seller, the survey and all of the exceptions in the title commitment will be deemed acceptable to Purchaser. Seller will have ten (10) days after receipt of Purchaser's notice within which to notify Purchaser whether Seller elects to either (a) eliminate or induce the Title Insurer to insure over (subject to Purchaser's consent, not to be unreasonably withheld) the Unacceptable Exceptions or (b) terminate this Agreement. If Seller agrees to eliminate or induce to the Title Insurer to insure over (with Purchaser's consent) the
Title and Survey. Purchaser shall obtain a commitment for a title insurance policy for the Property in the amount of the Purchase Price, issued by a title company selected by Purchaser (the “Title Company”), reflecting the Title Company’s commitment to provide at Closing an ALTA Owner’s Policy of Title Insurance showing Purchaser as the proposed insured, together with copies of all exception instruments referenced therein (the “Title Commitment”). It shall be a condition precedent to Purchaser’s obligation to complete Closing that, at Closing, title to the Property shall be under and subject to only the following (collectively, “Permitted Exceptions”): (i) matters of record and specifically identified on Schedule B to the Owner’s Title Insurance Policy issued to Seller at the xxxx Xxxxxx purchased the Property, (ii) current liens for real estate taxes not due and payable as of the Closing, (iii) exceptions, exclusions and other matters disclosed on the Survey, (iv) standard exceptions from coverage on ALTA title insurance commitments and policies standard in the state where the Property is located (but excluding any such standard exceptions that can be removed by Seller delivering an Owner’s Affidavit and/or (No Change) Survey Affidavit and any exceptions for leases, parties in possession and mechanics’ liens), (v) present or future laws, ordinances, rules, orders and regulations of any governmental authority with jurisdiction over the Property, (vi) encumbrances caused by Purchaser and (vii) any other matters, exceptions, requirements or exclusions listed on the Title Commitment and approved in advance as exceptions by Purchaser. Seller shall execute and deliver to Purchaser and/or the Title Company, as applicable, such Title Affidavits (including, without limitation, an Owner’s Affidavit and (No Change) Survey Affidavit) in customary form to enable the Title Company to issue an Owner’s policy of title insurance to Purchaser (subject only to the Permitted Exceptions) and all endorsements thereto as are requested by Purchaser.
Title and Survey. Buyer may, at Buyer’s sole cost and expense, obtain (a) preliminary title commitment (the “Preliminary Report”) from the Escrow Holder (in such capacity, the “Title Company”); and (b) a survey (the “Survey”).
