Common use of Title and Survey Review Clause in Contracts

Title and Survey Review. Buyer has received a copy of the preliminary title report dated February 8, 2018 issued by the Title Company covering the Real Property under order number NCS-885946-SA1 (together with copies of all documents referenced therein, the “Title Report”). Buyer shall have the right, prior to 5:00 p.m. Pacific Time on the date that is five (5) business days before the expiration of the Inspection Deadline (the “Title Notice Date”), to deliver to Seller written notice (the “Title Objection Notice”) of any exceptions to title shown in the Title Report or other items that would be disclosed by a survey of the Real Property, which are disapproved by Buyer; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or assessments not yet due and payable (prorated as provided herein) or any matters which are Buyer’s obligations under Sections 4.1 through 4.3 above (or elsewhere in this Agreement). If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Date, then Buyer shall be deemed to have approved the exceptions to title shown on the Title Report, any matters that would be disclosed by a survey of the Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s sole cost and expense, or

Title and Survey Review. 4.9.1 Seller shall cause Title Company, within five (5) business days after the Effective Date, to deliver to Buyer, to the extent not previously obtained by Buyer has received (a) a copy of the preliminary title report dated February 8, 2018 issued by for the Title Company covering the Real Property under order number NCS-885946-SA1 (together with copies of all documents referenced thereinas may be updated or supplemented from time to time, the “Title Report”), and (b) copies of all underlying title documents described in the Title Report. Buyer shall have the right, prior to 5:00 p.m. Pacific Time on the date that is five (5) business days before the expiration of the Inspection Deadline (the “Title Notice Date”), to deliver to Seller written notice (the “Title Objection Notice”) of any exceptions to title shown in the Title Report or other items that would be disclosed by a survey of the Real Property, which are disapproved by Buyer; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or regular assessments not yet due and payable (prorated as provided herein) or any matters which are Buyer’s obligations under Sections 4.1 through 4.3 above (this Agreement or elsewhere in this Agreement)the obligations of Angels Baseball under the Lease. If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Date, then Buyer shall be deemed to have approved the exceptions to title shown on the Title Report, any matters that would be disclosed by a survey of the Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s sole cost and expense, oror (b) be unable or unwilling to remove, discharge or endorse over the exception(s) (Seller’s failure to notify Buyer being Seller’s election to proceed as provided in clause (b) above), in which case Buyer will have until the Inspection Deadline to elect to (x) proceed with the purchase of the Property subject to such exception(s), or (y) terminate this Agreement by delivering written notice of such election to terminate (a “Termination Notice”) to Seller and Escrow Holder, in which case the Escrow Deposit (minus Escrow Holder’s and the Title Company’s cancellation fees) shall be returned to Buyer, and neither party shall have any further rights or liabilities hereunder, except for those provisions (including this provision) which expressly survive the termination of this Agreement. Buyer’s failure to notify Seller and Escrow Holder of its election between (x) and (y) in the immediately preceding sentence shall be deemed to be Buyer’s election to proceed as provided in (x). In the event Seller determines at any time that it is unable or unwilling to remove any one or more of disapproved title or survey matters, Seller may give written notice to Buyer to such effect and Buyer may, at its option, terminate this Agreement upon delivering a Termination Notice to Seller and Escrow Holder, but only if given prior to the sooner to occur of the Closing Date or five (5) days after Buyer receives Seller’s notice, in which case the Escrow Deposit (minus Escrow Holder’s and the Title Company’s cancellation fees) shall be returned to Buyer. If Buyer fails to give notice of Buyer’s disapproval by such date, Buyer shall be deemed to have approved such matters. It is understood that Buyer may request a number of endorsements to the Title Policy (as defined in Section 5.3 below) and/or extended ALTA coverage; however, Buyer shall satisfy itself prior to the Title Notice Date that the Title Company will be willing to issue any extended ALTA coverage and any such endorsements in connection with the Title Policy and failure to deliver a Termination Notice by the Inspection Deadline shall be deemed a waiver of any objections to title and survey, approval of all matters pertaining to title and survey, including, without limitation, the forms of the Title Policy and the availability of any endorsements. Seller agrees to deliver to Title Company at or prior to Closing a completed and signed owner’s affidavit (“Owner’s Affidavit”) in a form reasonably acceptable to Seller, as required by the Title Company for issuance to Buyer of an extended ALTA coverage Owner’s title insurance policy, and such evidence and documents as may be reasonably and customarily required by the Title Company concerning the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property. 4.9.2 If, at any time after Buyer’s approval or deemed approval of the condition of title to the Property pursuant to Section 4.9.1, the Title Company discloses to Buyer any new or additional title exceptions (each, a “New Title Exception”), Buyer shall have until five (5) business days following such disclosure of the New Title Exception (the “Objection Deadline”), to deliver a Title Objection Notice to Seller and Escrow Holder disapproving the New Title Exception. Buyer’s failure to deliver a Title Objection Notice by the Objection Deadline shall be deemed Buyer’s approval of the New Title Exception and waiver of any further right to object with respect thereto. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s sole cost and expense, or (b) be unable or unwilling to remove, discharge or endorse over the exception(s) (Seller’s failure to notify Buyer being Seller’s election to proceed as provided in clause (b) above), in which case Buyer will have until three (3) business days after Seller’s election (or deemed election) pursuant to this clause (b) to elect to (x) proceed with the purchase of the Property subject to such exception(s), or (y) terminate this Agreement by delivering written notice of such election to terminate to Seller and Escrow Holder. If Buyer timely elects to terminate, and if the New Title Exception materially detrimentally affects the value of the Property, the Escrow Deposit (minus Escrow Holder’s and the Title Company’s cancellation fees) shall be returned to Buyer by Escrow Holder and, to the extent previously released to Seller, by Seller, and neither party shall have any further rights or liabilities hereunder, except for those provisions (including this provision) which expressly survive the termination of this Agreement. Buyer’s failure to notify Seller and Escrow Holder of its election between (x) and (y) in the immediately preceding sentence shall be deemed to be Buyer’s election to proceed as provided in (x). If the Title Company raises any New Title Exception, the Closing Date shall be extended to the extent necessary to accommodate the objection and response process and time periods specified heretofore in this subsection. Notwithstanding anything to the contrary in this subsection, if a New Title Exception is attributable to Seller’s breach of a covenant set forth in Section 7.2, Seller shall be obligated to remove or discharge the exception on or before the Closing (failure of which shall entitle Buyer to its remedies under Section 12.1).

Title and Survey Review. Seller shall cause Title Company, within five (5) business days after the Effective Date, to deliver to Buyer, to the extent not previously obtained by Buyer has received (a) a copy of the preliminary title report dated February 8for the Property (as may be updated or supplemented from time to time, 2018 issued by the "Title Company covering the Real Property under order number NCS-885946-SA1 Report"), and (together with b) copies of all underlying title documents referenced therein, described in the “Title Report”). Buyer shall have the right, prior to 5:00 p.m. Pacific Time on the date that is five (5) business days before the expiration of the Inspection Deadline (the “"Title Notice Date”"), to deliver to Seller written notice (the “"Title Objection Notice”") of any exceptions to title shown in the Title Report or other items that would be disclosed by a survey of the Real Property, which are disapproved by Buyer; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or regular assessments not yet due and payable (prorated as provided herein) or any matters which are Buyer’s 's obligations under Sections 4.1 through 4.3 above (this Agreement or elsewhere in this Agreement)the obligations of Angels Baseball under the Lease. If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Date, then Buyer shall be deemed to have approved the exceptions to title shown on the Title Report, any matters that would be disclosed by a survey of the Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s 's sole cost and expense, oror (b) be unable or unwilling to remove, discharge or endorse over the exception(s) (Seller's failure to notify Buyer being Seller's election to proceed as provided in clause (b) above), in which case Buyer will have until the Inspection Deadline to elect to (x) proceed with the purchase of the Property subject to such exception(s), or (y) terminate this Agreement by delivering written notice of such election to terminate (a "Termination Notice") to Seller and Escrow Holder, in which case the Escrow Deposit (minus Escrow Holder's and the Title Company's cancellation fees) shall be returned to Buyer, and neither party shall have any further rights or liabilities hereunder, except for those provisions (including this provision) which expressly survive the termination of this Agreement. Buyer's failure to notify Seller and Escrow Holder of its election between (x) and (y) in the immediately preceding sentence shall be deemed to be Buyer's election to proceed as provided in (x). In the event Seller determines at any time that it is unable or unwilling to remove any one or more of disapproved title or survey matters, Seller may give written notice to Buyer to such effect and Buyer may, at its option, terminate this Agreement upon delivering a Termination Notice to Seller and Escrow Holder, but only if given prior to the sooner to occur of the Closing Date or five (5) days after Buyer receives Seller's notice, in which case the Escrow Deposit (minus Escrow Holder's and the Title Company's cancellation fees) shall be returned to Buyer. If Buyer fails to give notice of Buyer's disapproval by such date, Buyer shall be deemed to have approved such matters. It is understood that Buyer may request a number of endorsements to the Title Policy (as defined in Section 5.3 below) and/or extended ALTA coverage; however, Buyer shall satisfy itself prior to the Title Notice Date that the Title Company will be willing to issue any extended ALTA coverage and any such endorsements in connection with the Title Policy and failure to deliver a Termination Notice by the Inspection Deadline shall be deemed a waiver of any objections to title and survey, approval of all matters pertaining to title and survey, including, without limitation, the forms of the Title Policy and the availability of any endorsements. Seller agrees to deliver to Title Company at or prior to Closing a completed and signed owner's affidavit ("Owner's Affidavit") in a form reasonably acceptable to Seller, as required by the Title Company for issuance to Buyer of an extended ALTA coverage Owner's title insurance policy, and such evidence and documents as may be reasonably and customarily required by the Title Company concerning the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property.

Title and Survey Review. Buyer has received a copy 4.5.1 Purchaser shall notify Seller of any objections to title and survey matters no later than the date which is five (5) Business Days from the later of (x) the Effective Date, (y) Purchaser’s receipt of the preliminary title report dated February 8Title Commitment, 2018 issued by and (z) Purchaser’s receipt of the Survey, but in no event later than six (6) days prior to the expiration of the Inspection Period (each such specified objection, a “Title Company covering the Real Property under order number NCS-885946-SA1 Objection”) in a reasonably detailed writing (together with copies of all documents referenced therein, the “Title ReportObjection Letter”). 4.5.2 If Purchaser timely delivers the Title Objection Letter, then except in the case of Required Curable Objections as described in Section 4.4 (which are governed by Section 4.4 and not this Section 4.5.2), Seller may notify Purchaser as to whether Seller elects to Remove all or any of the Title Objections. Buyer If Seller elects to Remove any Title Objection, Seller shall have Remove the right, same prior to 5:00 p.m. Pacific Time on Closing. If Seller does not deliver a written notice of its election to Remove any Title Objection prior to the date that is five (5) business days before the expiration Business Days after Seller’s receipt of the Inspection Deadline Title Objection Letter, then Seller shall automatically be deemed to have elected not to Remove such Title Objection. In such event, or if Seller delivers a written notice of its election to not Remove such Title Objection, Purchaser may elect by delivery of written notice to Seller to either (a) terminate this Agreement and receive a return of the Deposit from Seller minus One Hundred and No/Dollars $100.00 (the “Title Notice DateIndependent Consideration”), which shall represent the independent consideration to deliver support Purchaser’s inspection rights contained herein and be retained by Seller, and neither party shall have any further obligation or liability to Seller written notice the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement, or (the “b) waive its objection to such Title Objection Notice”) of any exceptions to title shown and proceed with the Transaction without a reduction in the Title Report or other items that would be disclosed by a survey of the Real PropertyPurchase Price, in which are disapproved by Buyer; provided, however, Buyer shall not have any right to disapprove of any real estate taxes or assessments not yet due and payable (prorated as provided herein) or any matters which are Buyer’s obligations under Sections 4.1 through 4.3 above (or elsewhere in this Agreement). If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Date, then Buyer event Purchaser shall be deemed to have approved the exceptions to title shown on the such Title ReportObjection, any matters that would be disclosed by a survey of the Real Property and all other title or survey matters, including, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the such Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s sole cost and expense, orPermitted Exception.

Title and Survey Review. Buyer has received may, among other reports and due diligence materials, obtain (i) at Seller’s sole cost and expense for the search/exam fees a copy title commitment (“Title Commitment”) for an ALTA 2006 Owner’s Policy (and Lender’s Policy) of the preliminary title report dated February 8, 2018 issued by the Title Company covering insurance for the Real Property under order number NCS-885946-SA1 (together with copies of all documents referenced thereinsaid policies are hereafter referred to, separately and collectively, as the “Title ReportPolicy”). ; Buyer and Seller shall have equally split 50/50 the right, prior to 5:00 p.m. Pacific Time on title premium for the date that is five (5) business days before the expiration of the Inspection Deadline (the “Title Notice Date”Policy), to deliver to Seller written notice and (the “Title Objection Notice”ii) of any exceptions to title shown in the Title Report or other items that would be disclosed by a at Buyer’s sole cost and expense, an ALTA survey of the Real Property, which are disapproved by Buyer; providedcontaining such “Table A” items as Buyer may desire (such survey, howeveror if appliable then the existing Seller survey as described below, the “Survey”). Buyer shall not have pay for all title endorsements (other than any right title endorsements that are the method by which Seller elects, in its sole discretion, to disapprove cure a title/survey issue(s). Prior to the end of the Inspection Period the Buyer shall specify in writing any real estate taxes title or assessments not yet due and payable (prorated as provided herein) or any survey matters to which are Buyer’s obligations under Sections 4.1 through 4.3 above (or elsewhere in this Agreement)Buyer objects. If Buyer fails to deliver the Title Objection Notice on or before the Title Notice Dateobject within this time period, then Buyer shall be deemed to have approved waived the exceptions right to object to title shown on and survey matters that existed as of the date of the Title ReportCommitment, any matters that would be disclosed by a survey and as of the Real Property and all other date of the Survey, respectively (but Seller shall remain obligated to remove Seller Voluntary Monetary Liens as that term is defined below). If Buyer objects to any title or survey matters, includingSeller shall, without limitation the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have within three (3) business days after receipt of the Title Objection Notice Buyer’s objections, deliver to advise Buyer in writing written notice that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be satisfied or discharged on or before the Closing, or (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretionSeller will, at Seller’s sole cost and expense, or,

Title and Survey Review. Buyer (a) Prior to the execution and delivery hereof, Purchaser has received caused the Chicago Title Insurance Company to furnish or otherwise make available to Purchaser a copy of the preliminary title report dated February 8, 2018 issued by the Title Company covering commitment for the Real Property under order number NCS-885946-SA1 dated with an effective date of January 10, 2016 (together with the “PTR”), and copies of all underlying title documents referenced thereindescribed in the PTR. Purchaser hereby agrees to accept title to the Real Property subject only to the Permitted Exceptions described in Section 6.3 below. (b) Purchaser may, the “Title Report”). Buyer shall have the right, at or prior to 5:00 p.m. Pacific Time on the date that is five (5) business days before the expiration of the Inspection Deadline Closing, notify Seller in writing (the “Title Notice Date”), to deliver to Seller written notice (the “Title Objection Gap Notice”) of any exceptions objections to title matters or exceptions not shown in the Title Report PTR, or other items that would be disclosed by a survey any update thereto, or the Updated Survey, or any update thereto, which updates are delivered to Purchaser prior to the expiration of the Real Property, which are disapproved by BuyerProperty Approval Period (“New Exceptions”); provided, however, Buyer shall not have any right to disapprove provided that Purchaser must notify Seller of any real estate taxes or assessments not yet due objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and payable (prorated as provided hereiny) or any matters which are Buyer’s obligations under Sections 4.1 through 4.3 above (or elsewhere in this Agreement)the Closing Date. If Buyer Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the Title Objection Notice New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Seller will have two (2) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such two (2)-day period and for two (2) days following such period for Purchaser’s response), within which xxxx Xxxxxx may, but is under no obligation to, except as expressly provided herein, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions, or commit to remove or otherwise obtain affirmative insurance over the same at or prior to Closing. If, within the two (2)-day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions, then Purchaser may terminate this Agreement by and upon delivering written notice of such termination to Seller no later than the earlier to occur of (x) the date two (2) days following expiration of the two (2)-day cure period or (y) the Closing Date, in which case Purchaser shall be entitled to the return of the Xxxxxxx Money Deposit. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over, or committed to do the same as set forth above except as expressly provided herein and) will be included as Permitted Exceptions. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this Section 6.2(b), then neither Purchaser nor Seller shall have any further rights or obligations hereunder (except for Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the Xxxxxxx Money Deposit shall be returned to Purchaser in accordance with and subject to the provisions of Section 4.6. (c) Notwithstanding any provision of this Section 6.2 to the contrary, on or before the Title Notice Closing Date, then Buyer shall Seller will be deemed obligated to have approved the cure any exceptions to title shown on the Title Report, any matters that would be disclosed by a survey of to the Real Property and all other title or survey matters, including, without limitation and/or the availability of any ALTA extended coverage and any endorsements. If Buyer timely delivers the Title Objection Notice Improvements relating to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected any liens or security interests securing any loan to by Buyer or other obligation of Seller, including the liens and security interests listed as Item Nos. 6 and 7 on Schedule C to be satisfied or discharged on or before the ClosingPTR, or and (ii) any other liens, security interests or judgments created or evidenced by any documents executed by or against Seller or the Title Company Real Property or the Improvements to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretionsecure monetary obligations incurred, at Seller’s sole cost assumed, or caused by Seller other than liens for ad valorem taxes and expenseassessments for the current calendar year (collectively, orthe “Must-Cure Matters”).