Title and Survey Sample Clauses
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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. 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. At Closing, as a condition to Contributor's obligations hereunder, the Partnership (with Contributor as a new general partner) shall have valid, marketable and insurable fee title to the Real Estate subject only to the Space Leases and the Permitted Exceptions and same shall be available for Contributor's inspection.
6.1 Promptly following the execution of this Agreement, the Operating Partnership shall obtain and deliver to Contributor any survey of the Real Estate in the Operating Partnership's possession or control (the "Survey"); it being understood that Contributor may at its option obtain a new or updated survey; and Contributor shall apply to Chicago Title Insurance Company (the "Title Company") for a binding, irrevocable commitment for an ALTA Form B Fee Title Insurance Policy to be issued to Contributor (the "Title Commitment") in the amount of FOURTEEN MILLION FOUR HUNDRED FIVE THOUSAND DOLLARS ($14,405,000.00) effective as of the date of Closing, evidencing that the Operating Partnership owns and could, if it so desired, convey valid and marketable fee title to the Real Estate, free and clear of all encumbrances except the Space Leases and Permitted Exceptions.
6.2 Within ten (10) days after Contributor's receipt of both the Title Commitment and Survey (if obtained), but in no event later than the end of the Inspection Period, Contributor shall furnish the Operating Partnership with a schedule of (i) any liens, encumbrances or other title exceptions or state of facts shown on the Title Commitment or Survey, which Contributor, in its sole and exclusive judgment, does not approve, finds unsatisfactory and (ii) any title company requirements which Contributor, in its sole and exclusive judgment, contends the Operating Partnership must satisfy for Contributor to become General Partner. In addition, if Contributor has requested endorsements providing coverage for (a) a perimeter metes and bounds description and contiguity between the
Title and Survey. Copy of Seller's most current title insurance information and survey of the Property;
Title and Survey. REIT, at its own expense, may, during the Due Diligence Period, order (i) any owner lien searches (or other title updates) with respect to the Property, (ii) such surveys or updates to existing surveys with respect to the Property as it desires and (iii) such UCC, judgment, and tax lien searches with respect to Contributors, the Companies and the Property as it desires. Contributors shall cooperate and shall cause other parties to cooperate with REIT’s inspections under this Section.
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. 4.1 Seller, at the Seller's sole cost and expense, shall cause to be delivered to Purchaser an ALTA Commitment for Title Insurance for the Property (the "TITLE COMMITMENT") to be issued by First American Title Insurance Company ("Title Company") through its agent, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.A., whose address is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Tallahassee, Florida 32301 (Attention: M. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.), which Title Commitment contemplates the issuance of an ALTA Owner's Policy of Title Insurance (the "OWNER'S POLICY"). Purchaser acknowledges receipt of the Title Commitment.
4.2 Seller, at Seller's sole cost and expense, shall cause to be delivered to Purchaser search reports (the "SEARCH REPORTS") showing all Uniform Commercial Code filings covering the Property in both the Office of the Secretary of State of the State of Florida and in the official records of the County in which the Land is located. The Search Reports shall be delivered no later than October 12, 2004.
4.3 Seller, at Seller's sole cost and expense, has furnished to Purchaser copies of the most recent survey of the Land and Improvements (collectively, the "SURVEY") in Seller's possession or control. Purchaser acknowledges receipt of the Survey.
4.4 Purchaser shall have until the later to occur of: (i) ten (10) business days following the last to occur of receipt by Purchaser of the Title Commitment and true, correct and legible copies of all instruments and documents referenced as exceptions therein, the Search Reports, and the Survey; or (ii) the expiration of the Inspection Period (hereinafter defined), to review the Title Commitment, Search Reports, and Survey ("REVIEW PERIOD"). In the event any exceptions to title appear in the Title Commitment, or any Uniform Commercial Code filings exist, or any matters appear in the Survey, that are unacceptable to Purchaser, Purchaser shall, within said Review Period, notify Seller in writing of such fact. Upon the expiration of the Review Period, Purchaser shall be deemed to have accepted all exceptions to title referenced in the Title Commitment, all Uniform Commercial Code filings referenced in the Search Reports, and all matters shown on the Survey except for matters which are the subject of a notification permitted under the following sentence, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein. In the event that Purchaser does object to any title exceptions or matters shown in the Title Commitment and/or the...
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 ▇▇▇▇▇▇▇ Money and, upon return of the ▇▇▇▇▇▇▇ 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. A survey shall be prepared for any real property acquired, and an examination of title to the real property shall be conducted by a licensed attorney or, in the alternative, a commitment for title insurance shall be procured from a title insurance company authorized to do business in the Commonwealth. Based upon the survey and title examination or report, the President of the University, acting through the Senior Vice President of Administration and Finance or his designee, shall conclude, prior to acquisition of the real property, that title thereto will be conveyed to the University in fee simple, free and clear of all liens, encumbrances, covenants, restrictions, easements, or other matters that may have a significant adverse effect upon the University's ability to own, occupy, convey, or develop the real property.
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”).