Common use of Title and Survey Clause in Contracts

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. Purchaser Within ten (10) calendar days following the Effective Date, SELLER shall obtain instruct Escrow Agent to issue to COUNTY a commitment for a current preliminary title insurance policy for report pertaining to 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 insuredPROPERTY, together with copies of all documents evidencing each title exception instruments referenced therein and other matters referred to in such preliminary title report (the “"Preliminary Title Commitment”Report"). It Within the Due Diligence Period(s), COUNTY may, at COUNTY’s sole cost and expense, cause a land survey of the PROPERTY to be prepared. On or before expiration of the Due Diligence Period, COUNTY shall notify SELLER in writing, in COUNTY’s sole and absolute discretion, of COUNTY’s approval or disapproval of each exception or other matter that adversely affects COUNTY’s intended use of the PROPERTY shown on the Preliminary Title Report or land survey. If COUNTY fails to timely provide written notice to SELLER of COUNTY’s disapproval of any item such failure shall be deemed an election by COUNTY to approve all title exceptions identified in the Preliminary Title Report. The Exceptions approved by or deemed approved by COUNTY hereunder shall be referred to as the “Approved Exceptions.” If any Exception is disapproved in writing by COUNTY pursuant to Section 6(c) above (each a condition precedent "Disapproved Exception"), SELLER shall, within ten (10) calendar days of SELLER’s receipt of COUNTY’s written notice thereof, which must be delivered on prior to Purchaserexpiration of the Due Diligence Period or such right to disapprove shall be waived, notify COUNTY in writing of SELLER’s agreement to remove, alter, modify or otherwise mitigate to the satisfaction of COUNTY any Disapproved Exception. In the event that SELLER is not willing to remove, alter, modify or otherwise mitigate to the satisfaction of COUNTY any Disapproved Exception, COUNTY shall elect to either (i) waive its disapproval of such exception, in which case such exception shall then be deemed to be an Approved Exception, or (ii) terminate its obligation to purchase the PROPERTY and receive the return of the Deposit. COUNTY’s failure to give such notice shall be deemed an election to terminate its obligation to purchase the PROPERTY. In the event COUNTY elects or is deemed to have elected, to terminate its obligation to purchase the PROPERTY in accordance with this Section 6, COUNTY’s obligation to complete Closing thatpurchase, at Closingand SELLER’s obligation to sell, title the PROPERTY shall terminate, and neither Party shall have any further obligation to the Property other except as otherwise provided in this Agreement. In the event of any supplement to or update of the Preliminary Title Report, COUNTY shall have an additional five (5) calendar day period following COUNTY’s receipt of such supplement or update to approve or disapprove such item in its sole and absolute discretion. Any disapproval will be under and subject to only the following (collectively, “Permitted Exceptions”): (inotice/response provisions as set forth in Section 7(d) 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 Purchaserabove.

Title and Survey. Purchaser CWS shall obtain a commitment for a title insurance policy for have the Property in period from the amount date hereof to and ending at 5:00 p.m. on the date that is forty-five (45) days from the date of the Purchase Price, issued by a title company selected by Purchaser this Agreement (the “Inspection Period”) to determine whether the title to all of the real property constituting part of the Assets (as that term is defined in Section 3.2(b) hereof) (the “Property”) is marketable and/or insurable (subject to the exceptions set forth on Schedule 1.5, which shall be reasonably acceptable to CWS) at regular rates. If CWS determines during the Inspection Period that such title is neither marketable nor insurable (subject to the exceptions set forth on Schedule 1.5) at regular rates, CWS shall give the Company a written notice delivered prior to the termination of the Inspection Period setting forth any objections (the “CWS Title CompanyObjections”) that CWS has to title or survey matters affecting the marketability or insurability, as the case may be (subject to the exceptions set forth on Schedule 1.5), of the Property. For purposes of this Agreement, the standards of title of the Maine State Bar Association, to the extent applicable, shall govern the determination of marketable and/or insurable title (subject to the exceptions set forth on Schedule 1.5) at regular rates. The Company shall have the option to cure the CWS Title Objections within thirty (30) days after the date of such notice. If the Company elects not to cure or is unable to cure the CWS Title Objections by said date, CWS shall have the option to be exercised within ten (10) days of said date (in its sole discretion) of either (a) accepting the title as it then is for all purposes under this Agreement, waiving any additional rights CWS may have arising from such CWS Title Objections, and proceeding to carry out the transactions contemplated herein, or (b) terminating this Agreement, whereupon this Agreement shall terminate and CWS and the Company shall, subject to Section 8.5 hereof, have no further obligations or liabilities hereunder. If CWS does not give such a notice setting forth any CWS Title Objections during the Inspection Period, this Agreement shall remain in full force and effect, except that CWS’ rights pursuant to this Section 1.5 shall terminate from and after the termination of the Inspection Period. Except for liens securing the debt set forth on the Company Financial Statements provided pursuant to Section 3.11 hereof and liens securing debt set forth on Schedule 1.5 hereto (in either case, the “Permitted Debt”), reflecting any other mortgages and liens securing any of 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 obligations for borrowed money shall be a condition precedent to Purchaser’s obligation to complete Closing that, at Closing, title extinguished by the Company on or prior to the Property Closing Date. Notwithstanding the provisions of this Section 1.5, CWS shall be under and subject to only have the following (collectively, “Permitted Exceptions”): (i) matters of record and specifically identified on Schedule B rights granted pursuant to the Owner’s provisions of Section 1.7 with respect to any Title Insurance Policy issued to Seller at the xxxx Xxxxxx purchased the Property, (ii) current liens for real estate taxes Objections regardless of whether or 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 Title Objections are set forth in possession and mechanicsCWS’ 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 notice to the Permitted Exceptions) and all endorsements thereto as are requested by PurchaserCompany.

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 Commonwealth Land Title Insurance Company (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. 3.1 Upon Closing, Seller shall convey good and marketable title to the Premises to Purchaser or Purchaser's nominee by delivery of its special warranty deed, in recordable form, conveying fee simple title subject only to the Permitted Exceptions, provided, that Seller shall not be required to convey title to any nominee unless Purchaser has first, in conformity with the provisions of Section 12.7 below, assigned this Contract to such nominee and such nominee has assumed the obligations of Seller under this Contract. 3.2 As evidence of title, Seller shall furnish to Purchaser, within ten (10) days after the Execution Date, a copy of the most recent title insurance title policy in Seller's possession. Purchaser shall obtain obtain, with respect to the Premises, a current commitment for a title insurance (the "Title Commitment"), issued by Anchor Title Company, using an ALTA Form B (1970 amended 10/17/90) extended coverage owner's policy for the Property of title insurance, or form reasonably acceptable to Purchaser, in the face amount of the Purchase Price, issued by a title company selected by Purchaser (dated as of the “Title Company”)Closing Date, 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, indicating title to the Property Premises is vested in Purchaser subject only to Permitted Exceptions (as defined herein). The cost to issue the Title Commitment and the title policy, and any endorsements required by Purchaser, shall be under paid by Purchaser. 3.3 If the Title Commitment or Survey (as hereinafter defined) shows that title to the Premises is encumbered by matters of which Purchaser disapproves, other than Permitted Exceptions ("Unpermitted Exceptions"), Purchaser shall in writing notify Seller no later than the Due Diligence Date, and subject to only the following (collectivelyif such Unpermitted Exceptions are not removed at or before Closing, “Permitted Exceptions”): Purchaser may (i) matters of record and specifically identified on Schedule B proceed with the Closing, whereupon Purchaser shall accept Seller's deed subject to the Owner’s Title Insurance Policy issued to Seller at the xxxx Xxxxxx purchased the PropertyUnpermitted Exceptions without any reduction in Purchase Price, (ii) current liens for real estate taxes not due elect to terminate this Contract, whereupon the Xxxxxxx Money together with interest earned thereon shall be refunded to Purchaser, and payable as of the Closing, thereafter neither party shall have any further obligation hereunder or (iii) exceptionspay over to the title company the amount necessary to cause the applicable Unpermitted Exception to be removed from title, exclusions in which event the Purchase Price shall be reduced by a like amount, but not to exceed $10,000.00 in the aggregate for any and all such Unpermitted Exceptions. Any matters to which Purchaser does not object as provided above (other than those matters disclosed to which it is not required to object as provided above), including any endorsements or supplements to the Title Commitment issued at Purchaser's expense, and those matters affecting title that are reflected on the Survey, will be Permitted Exceptions, as if such matters were set forth on Exhibit "C." 3.4 Seller shall furnish to Purchaser, within ten (iv10) standard exceptions from coverage on ALTA title insurance commitments and policies standard in days after the state where Execution Date, a copy of the Property is located (but excluding any such standard exceptions that can be removed survey of the Premises obtained by Seller delivering an Owner’s Affidavit and/or when Seller acquired the same, or any update thereof since obtained by Seller (No Change) the "Survey"). As part of its investigations hereunder, Purchaser will have the right, at its expense, to have the Survey Affidavit and any exceptions for leases, parties in possession and mechanics’ liens), (v) present updated by the surveyor who prepared the same 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 another surveyor selected by Purchaser.

Title and Survey. Purchaser shall obtain a commitment for a title insurance policy for the Property in the amount a. Within fifteen (15) days of the Purchase Price, issued by a title company selected by Purchaser Agreement Date (the “Title CompanyContingency Period”), reflecting Seller, at Seller’s sole cost and expense, shall deliver to Purchaser a commitment for the issuance by the Title Company’s commitment to provide at Closing Company of an ALTA OwnerForm B owner’s Policy of Title Insurance showing Purchaser as the proposed insured, together with copies of all exception instruments referenced therein Policy described in Section 10(b) below (the “Title Commitment”), together with legible copies of all of the underlying documentation described in such Title Commitment (the “Title Documents”). It shall be a condition precedent to Purchaser may at its discretion, at Purchaser’s obligation to complete Closing thatsole cost and expense, obtain a survey (the “Survey”) of the Property. b. Seller, at its sole expense, shall cause to be delivered to the Purchaser at Closing a standard owner’s Title Insurance Policy (the “Title Policy”) issued by the Title Company, dated the day of Closing, in the full amount of the Purchase Price, which shall show the status of title to the Real Property in accordance with the Title Examination Standards of the Oklahoma Bar Association and which shall show marketable record title to the Land and Improvements in Seller, subject only to recorded plat restrictions, planned unit development restrictions, rights of residents of the Facility, rights of the New Operator, or New Operator’s designee, under the New Operator Lease Agreement, other title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount, which Seller (with the consent of Purchaser, in Purchaser’s sole discretion) elects to have removed by the payment of money, and which are removed, at or prior to Closing, real estate taxes and assessments not yet due and payable, and such other exceptions or encumbrances of record which may be under and subject to only approved by Purchaser in writing (the following (collectively, “Permitted Exceptions”): (i) matters ). c. Upon receipt 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 both the Title Commitment and approved the Updated Survey, Purchaser shall have ten (10) days to provide to the Seller in advance as exceptions by writing all of Purchaser’s objections to Seller’s title to the Real Property (a “Title Objection”). Seller shall execute have thirty (30) days after receipt of Purchaser’s Title Objections to correct the same. In the event any such objection cannot be cured within such period, Purchaser shall have the sole and deliver exclusive right to either (i) waive the uncured Title Objections or (ii) terminate this Agreement and receive a full refund of the Exxxxxx Money, in which event neither party shall have any further rights or obligations under this Agreement, except under Section 7, Section 9(b), and this Section 10(c). d. Notwithstanding the immediately preceding paragraph, Seller shall sell and convey the title to the Real Property free and clear of any recorded liens or mortgages on the Real Property granted by Seller as mortgagor (the “Mortgages”) and any exceptions or encumbrances to title which are created by the Seller after the Agreement Date without the Purchaser’s consent. In addition, the Seller and Purchaser and/or shall provide the Title Company with all affidavits, ALTA statements, or personal undertakings (collectively, the “Owner’s Affidavit”), in form and substance reasonably acceptable to 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 that will permit the Title Company to provide extended coverage and to remove the standard “mechanics lien” and “GAP” exceptions and otherwise issue an Owner’s policy of title insurance to Purchaser (subject only to the Permitted Exceptions) and all endorsements thereto as are requested by PurchaserTitle Policy.

Title and Survey. Purchaser (a) Within ten (10) business days following execution hereof, Agency shall obtain deliver to Redeveloper a commitment for a title insurance policy for the Property Preliminary Title Report issued by Old Republic Title Company. Redeveloper's fee interest in the amount of the Purchase Price, issued Convention Center Parcel shall be insured by a title company selected by Purchaser (the “Title Company”)standard form, reflecting the Title Company’s commitment to provide at Closing an ALTA Owner’s CLTA Owners Policy of Title Insurance showing Purchaser as title insurance, and Redeveloper's leasehold interest in the proposed insured, together with copies balance 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 insured as of the Closing, Effective Date by a CLTA Policy of Leasehold Title Insurance (iiithe "Leasehold Policy") exceptions, exclusions to be purchased and other matters disclosed on the Survey, (iv) standard exceptions from coverage on ALTA title insurance commitments and policies standard paid for by Agency. The Policy shall insure Redeveloper's leasehold interest 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 Leasehold Parcels free and any exceptions for leasesclear of all liens, parties in possession encumbrances, restrictions, and mechanics’ liens)rights-of-way of record, (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 following permitted conditions of title ("Permitted Title Exceptions"): (i) Agency's fee interest in the Leasehold Parcels; (ii) The applicable zoning, building and development regulations of any city, county, state or federal jurisdiction affecting the Property; and (iii) Those exceptions approved by Redeveloper by May 31, 1995. If Redeveloper unconditionally disapproves any exceptions, this DDA shall thereupon terminate and shall be of no further force or effect, unless the sole disapproved exception is the Lis Pendens, in which case this DDA shall terminate if the Lis Pendens is not expunged by April 30, 1996. If Redeveloper conditionally disapproves any exceptions, then Agency shall have ten (10) business days after receipt from Redeveloper of a written specification of the title exceptions to which Redeveloper is taking objection within which to either agree to remove the exceptions to which objection was taken or to notify Redeveloper that it is unwilling or unable to do so. In the event that Agency gives notice that it is unwilling or unable to remove any exception to which objection was taken, then Redeveloper shall have ten (10) business days within which to give notice that either (A) it will accept title subject to the exceptions as to which the Agency is unwilling or unable to remove, or (B) to terminate this DDA forthwith, in which instance each of the parties shall be relieved of all further liability hereunder, provided that no such termination shall affect the License for the Card Club or any liability of Redeveloper to City in connection therewith. The failure of Agency to give notice as provided hereinabove within the ten (10) day period shall be deemed to be a notice that it is unwilling or unable to cure the title exceptions to which Redeveloper took exception, and the failure of Redeveloper to give notice within the subsequent ten (10) day period that it will either accept title subject to such matters or to terminate this DDA shall be deemed an election on the part of Redeveloper to terminate this DDA. If Agency gives notice that it intends to remove a title defect, it shall use its best efforts to complete such action within thirty (30) days thereafter, but, in any case, Agency shall proceed diligently to cause such title exceptions to be removed. (iv) With respect to the Convention Center Parcel, those matters set forth in Section 1(d) hereof. (v) Should a title exception which Agency is unwilling or unable to cure and which Redeveloper is unwilling to accept apply only to one or more the Expansion Parcels, then Redeveloper may elect to defer or sever the affected parcel by giving written notice thereof to Agency. In the event that the affected parcel is severed therefrom, there shall be an equitable reduction in the rental and the option price pursuant to Section 30 hereof. In the event that the parcel is merely deferred, no such adjustments shall be made until such time as Redeveloper elects to sever the particular parcel or parcels and gives notice thereof as provided herein. (b) Redeveloper has elected to obtain an ALTA Extended Coverage Title Insurance Policy for the Convention Center Parcel and the Leasehold Parcels. Redeveloper shall cause a licensed surveyor or civil engineer to conduct a survey of the Property, to prepare from the survey a legal description satisfactory to the title company insuring Redeveloper's title, and to prepare a plot plan showing the location of any streets, easements, and rights of way over or in favor of the Property, by June 7, 1995. Redeveloper shall approve or disapprove any survey by June 15, 1995. Any survey and any premiums for endorsements thereto as are requested or extended coverage shall be paid by PurchaserRedeveloper.

Title and Survey. Purchaser shall obtain a commitment for a Seller covenants and agrees that Seller, at its sole ---------------- cost and expense, shall, on or before ten (10) days after the Effective Date of this Agreement cause First American Title Insurance Company, or such other such title insurance policy for company acceptable to Purchaser (herein referred to as the "Title Company"), to deliver to Purchaser its commitment (herein referred to as the "Title Commitment") to issue to Purchaser, upon the recording of the Special Warranty Deed conveying title to the Property from Seller to Purchaser, the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, an owner's policy (ALTA 1992) of title insurance with extended coverage, 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, insuring good and marketable fee simple record title to the Property shall to be under in Purchaser without exception (including any general exception) except for matters set forth on Exhibit "C" attached hereto and subject by this reference made a part thereof (herein referred to only as the following (collectively, “"Permitted Exceptions”): (i) matters of record and specifically identified on Schedule B "). The Title Policy to the Owner’s Title Insurance Policy be issued to Seller at the xxxx Xxxxxx purchased the Property, (ii) current shall not contain any exception for mechanic's or materialman's liens or any exception for real estate unpaid taxes other than an exception for taxes not yet due and payable as payable. Such Title Policy shall not contain any exception for rights 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 other than an exception for the right of the Tenants (as hereinafter defined) under the Leases. If the Title Commitment shall contain an exception for the state of facts which would be disclosed by a survey of the Property or an "area and mechanics’ liens)boundaries" exception, (v) present or future lawsthe Title Commitment shall provide that such exception will be deleted upon the presentation of an "as-built" survey, ordinancesin which case the Title Commitment shall be amended to contain an exception only for the matters shown on the as-built survey which Seller shall obtain at its sole cost and expense for the benefit of Purchaser. Seller shall also cause to be delivered to Purchaser together with such Title Commitment, ruleslegible copies of all documents and instruments referred to therein. Purchaser, orders and regulations upon receipt 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 Purchaserthe copies of the documents and instruments referred to therein, shall then have twenty (20) days from the later of the date of such delivery or the Effective Date during which to examine the same, after which Purchaser shall notify Seller of any defects or objections affecting the marketability of the title to the Property including the Permitted Exceptions. Purchaser shall also have the right to object to any matters arising subsequent to the date of the Title Commitment. Seller shall execute then have until the Closing to cure such defects and deliver objections and shall, in good faith, exercise reasonable diligence to cure such defects and objections. If Seller fails to satisfy such defects or objections by the date of Closing, then, at the option of Purchaser: (i) if any such defects or objections arose by, through, or under Seller or if any such defects or objections consist of taxes, mortgages, deeds of trust, deeds to secure debt, mechanic's or materialman's liens, or other such monetary encumbrances, Purchaser and/or shall have the Title Companyright to cure such defects or objections, in which event the Purchase Price shall be reduced by an amount equal to the costs and expenses incurred by Purchaser in connection with the curing of such defects or objections, and upon such curing, the Closing hereof shall proceed in accordance with the terms of this Agreement; or (ii) Purchaser shall have the right to terminate this Agreement by giving written notice of such termination to Seller, whereupon any Xxxxxxx Money shall be refunded promptly to Purchaser, and Purchaser and Seller shall have no further rights, obligations, or liabilities hereunder, except as applicablemay be expressly provided to the contrary herein; or (iii) Purchaser shall have the right to accept title to the Property subject to such defects and objections with no reduction in the Purchase Price, in which event such Title Affidavits defects and objections shall be deemed "Permitted Exceptions"; or (includingiv) Purchaser may elect to extend the Closing for thirty (30) days in order to allow Seller additional time to satisfy such defects and objections. If the Purchaser elects option (iv) above, without limitationand such defects and objections are not cured by Seller to the satisfaction of Purchaser within such extended time period, an Owner’s Affidavit Purchaser shall then have the options set forth in items (i), (ii), and (No Changeiii) 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 Purchaserabove.

Title and Survey. Purchaser (a) Within ten (10) calendar days following the Effective Date, Seller shall obtain instruct Escrow Agent to issue to County a commitment for current preliminary title report pertaining to the Property, together with the copies of all title exceptions and other matters referred to in such preliminary title report (the "Preliminary Title Report"). (b) Within the Due Diligence Period(s), County may, at County’s sole cost and expense, cause a land survey of the Property to be prepared. (c) On or before expiration of the Due Diligence Period, County shall notify Seller in writing, in County’s sole and absolute discretion, of County’s approval or disapproval of each exception or other matter that adversely affects County’s intended use of the Property shown on the Preliminary Title Report or land survey. If County fails to timely provide written notice to Seller of County’s disapproval of any item such failure shall be deemed an election by County to approve all title insurance policy for exceptions identified in the Preliminary Title Report. The Exceptions approved by or deemed approved by County hereunder shall be referred to as the “Approved Exceptions.” (d) If any Exception is disapproved in writing by County pursuant to Section 6(c) above (each a "Disapproved Exception"), Seller shall, within ten (10) calendar days of Seller’s receipt of County’s written notice thereof, which must be delivered on prior to expiration of the Due Diligence Period or such right to disapprove shall be waived, notify County in writing of Seller’s agreement to remove, alter, modify or otherwise mitigate to the satisfaction of County any Disapproved Exception. In the event that Seller is not willing to remove, alter, modify or otherwise mitigate to the satisfaction of County any Disapproved Exception, County shall elect to either (i) waive its disapproval of such exception, in which case such exception shall then be deemed to be an Approved Exception, or (ii) terminate its obligation to purchase the Property and receive the return of the Deposit. County’s failure to give such notice shall be deemed an election to terminate its obligation to purchase the Property. In the event County elects or is deemed to have elected, to terminate its obligation to purchase the Property in the amount of the Purchase Priceaccordance with this Section 6, 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 PurchaserCounty’s obligation to complete Closing thatpurchase, at Closingand Seller’s obligation to sell, title to the Property shall terminate, and neither Party shall have any further obligation to the other except as otherwise provided in this Agreement. (e) In the event of any supplement to or update of the Preliminary Title Report, County shall have an additional five (5) calendar day period following County’s receipt of such supplement or update to approve or disapprove such item in its sole and absolute discretion. Any disapproval will be under and subject to only the following (collectively, “Permitted Exceptions”): (inotice/response provisions as set forth in Section 7(d) 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 Purchaserabove.

Title and Survey. Purchaser (a) Within ten (10) business days following execution hereof, Agency shall obtain deliver to Redeveloper a commitment for a title insurance policy for the Property Preliminary Title Report issued by Old Republic Title Company. Redeveloper's fee interest in the amount of the Purchase Price, issued Convention Center Parcel shall be insured by a title company selected by Purchaser (the “Title Company”)standard form, reflecting the Title Company’s commitment to provide at Closing an ALTA Owner’s CLTA Owners Policy of Title Insurance showing Purchaser as title insurance, and Redeveloper's leasehold interest in the proposed insured, together with copies balance 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 insured as of the Closing, Effective Date by a CLTA Policy of Leasehold Title Insurance (iiithe "Leasehold Policy") exceptions, exclusions to be purchased and other matters disclosed on the Survey, (iv) standard exceptions from coverage on ALTA title insurance commitments and policies standard paid for by Agency. The Policy shall insure Redeveloper's leasehold interest 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 Leasehold Parcels free and any exceptions for leasesclear of all liens, parties in possession encumbrances, restrictions, and mechanics’ liens)rights-of-way of record, (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 following permitted conditions of title ("Permitted Title Exceptions"): (i) Agency's fee interest in the Leasehold Parcels; (ii) The applicable zoning, building and development regulations of any city, county, state or federal jurisdiction affecting the Property; and (iii) Those exceptions approved by Redeveloper by May 31, 1995. If Redeveloper unconditionally disapproves any exceptions, this DDA shall thereupon terminate and shall be of no further force or effect, unless the sole disapproved exception is the Lis Pendens, in which case this DDA shall terminate if the Lis Pendens is not expunged by April 30, 1996. If Redeveloper conditionally disapproves any exceptions, then Agency shall have ten (10) business days after receipt from Redeveloper of a written specification of the title exceptions to which Redeveloper is taking objection within which to either agree to remove the exceptions to which objection was taken or to notify Redeveloper that it is unwilling or unable to do so. In the event that Agency gives notice that it is unwilling or unable to remove any exception to which objection was taken, then Redeveloper shall have ten (10) business days within which to give notice that either (A) it will accept title subject to the exceptions as to which the Agency is unwilling or unable to remove, or (B) to terminate this DDA forthwith, in which instance each of the parties shall be relieved of all further liability hereunder, provided that no such termination shall affect the License for the Card Club or any liability of Redeveloper to City in connection therewith. The failure of Agency to give notice as provided hereinabove within the ten (10) day period shall be deemed to be a notice that it is unwilling or unable to cure the title exceptions to which Redeveloper took exception, and the failure of Redeveloper to give notice within the subsequent ten (10) day period that it will either accept title subject to such matters or to terminate this DDA shall be deemed an election on the part of Redeveloper to terminate this DDA. If Agency gives notice that it intends to remove a title defect, it shall use its best efforts to complete such action within thirty (30) daysthereafter, but, in any case, Agency shall proceed diligently to cause such title exceptions to be removed. (iv) With respect to the Convention Center Parcel, those matters set forth in Section 1(d) hereof. (v) Should a title exception which Agency is unwilling or unable to cure and which Redeveloper is unwilling to accept apply only to one or more the Expansion Parcels, then Redeveloper may elect to defer or sever the affected parcel by giving written notice thereof to Agency. In the event that the affected parcel is severed therefrom, there shall be an equitable reduction in the rental and the option price pursuant to Section 30 hereof. In the event that the parcel is merely deferred, no such adjustments shall be made until such time as Redeveloper elects to sever the particular parcel or parcels and gives notice thereof as provided herein. (b) Redeveloper has elected to obtain an ALTA Extended Coverage Title Insurance Policy for the Convention Center Parcel and the Leasehold Parcels. Redeveloper shall cause a licensed surveyor or civil engineer to conduct a survey of the Property, to prepare from the survey a legal description satisfactory to the title company insuring Redeveloper's title, and to prepare a plot plan showing the location of any streets, easements, and rights of way over or in favor of the Property, by June 7, 1995. Redeveloper shall approve or disapprove any survey by June 15, 1995. Any survey and any premiums for endorsements thereto as are requested or extended coverage shall be paid by PurchaserRedeveloper.

Title and Survey. Prior to the Closing Date (as hereinafter defined), Seller, at its cost, shall furnish Purchaser shall obtain a commitment for with a title commitment (“Title Commitment”) issued by Chicago Title Insurance Company (Kenzley Title as issuing agent) (“Title Company”) with respect to the Property and the Easement Property, in an amount of insurance equal to the Purchase Price, together with copies of all documents of record referenced therein, and a current as-built ALTA survey (“Survey”), of the land and improvements that make up the Property, and showing the Easement Property. The Title Commitment shall show title to the Property and Seller Easement Property being in Seller, subject only to the Permitted Property Exceptions and Permitted Easement Exceptions (respectively), and the Progressive Park Easement Property being in Progressive Park. The Title Commitment shall include the following endorsements: (i) access endorsement insuring free vehicular and pedestrian access to and from publicly dedicated streets via the Access Easement, (ii) zoning 3.2 endorsement, (iii) subdivision endorsement, (iv) contiguity endorsements (between (1) the Property and the Easement Property covered by the Progressive Park Transmission Easement, the Drainage Easement and the Access Easement, and (2) the Easement Area covered by the Drainage Easement and the drainage easement benefitting the Property as to Outlot “D” under the Declaration (as hereinafter defined)), (v) owner’s comprehensive endorsement, (vi) legal description same- as-survey endorsement, and (vii) tax parcel endorsement. The Survey shall be certified to Purchaser and the Title Company, shall contain a legal description of the land that makes up the Property and the Easement Property, and shall contain such optional Table A items as Purchaser may request. The Survey will identify all corners of the land as being staked, the location of all improvements on the land (if any) and all encumbrances of record. The Survey shall confirm that the Property is free of encroachments and that no portion of the land is located within a wetland or flood plain according to National Wetland Inventory Maps. At Closing, Seller, at its cost, shall furnish Purchaser with an ALTA owner’s title policy (“Title Policy”) issued pursuant to the Title Commitment in the amount of $4,000,000; however, Seller shall only be required to pay for the Property Title Insurance in the amount of the Purchase Price, issued by a title company selected by Purchaser (the “Price set forth herein. 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, show 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 Ownerbeing in Purchaser’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 (name subject only to Permitted Property Exceptions, and identify Purchaser as the holder of the easements created pursuant to the Easements, subject (in the case of the Seller Easements) only to Permitted Easement Exceptions) , and all shall include extended coverage over the standard exceptions and the other endorsements thereto as are requested by Purchaserrequired hereunder.

Title and Survey. Purchaser shall obtain a commitment for a Seller covenants and agrees that Seller, at its sole ---------------- cost and expense, shall, on or before ten (10) days after the Effective Date of this Agreement cause Old Republic National Title Insurance Company, or such other such title insurance policy for company acceptable to Purchaser (herein referred to as the "Title Company"), to deliver to Purchaser its commitment (herein referred to as the "Title Commitment") to issue to Purchaser, upon the recording of the Warranty Deed conveying title to the Property from Seller to Purchaser, the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, an owner's policy of title insurance with extended coverage, 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, insuring good and marketable fee simple record title to the Property shall to be under in Purchaser without exception (including any general exception) except for matters set forth on Exhibit "B" attached hereto and subject by this reference made a part thereof (herein referred to only as the following (collectively, “"Permitted Exceptions”): (i) matters of record and specifically identified on Schedule B "). The Title Policy to the Owner’s Title Insurance Policy be issued to Seller at the xxxx Xxxxxx purchased the Property, (ii) current shall not contain any exception for mechanic's or materialman's liens or any exception for real estate unpaid taxes other than an exception for taxes not yet due and payable as payable. Such Title Policy shall not contain any exception for rights 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 other than an exception for the right of the Tenant (as hereinafter defined) under the Lease. If the Title Commitment shall contain an exception for the state of facts which would be disclosed by a survey of the Property or an "area and mechanics’ liens)boundaries" exception, (v) present or future lawsthe Title Commitment shall provide that such exception will be deleted upon the presentation of an "as-built" survey, ordinancesin which case the Title Commitment shall be amended to contain an exception only for the matters shown on the as-built survey which Seller shall obtain at its sole cost and expense for the benefit of Purchaser. Seller shall also cause to be delivered to Purchaser together with such Title Commitment, ruleslegible copies of all documents and instruments referred to therein. Purchaser, orders and regulations upon receipt 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 Purchaserthe copies of the documents and instruments referred to therein, shall then have ten (10) days during which to examine the same, after which Purchaser shall notify Seller of any defects or objections affecting the marketability of the title to the Property including the Permitted Exceptions. Seller shall execute then have until the Closing to cure such defects and deliver objections and shall, in good faith, exercise reasonable diligence to cure such defects and objections. If Seller fails to satisfy such defects or objections by the date of Closing, then, at the option of Purchaser: (i) if any such defects or objections arose by, through, or under Seller or if any such defects or objections consist of taxes, mortgages, deeds of trust, deeds to secure debt, mechanic's or materialman's liens, or other such monetary encumbrances, Purchaser and/or shall have the Title Companyright to cure such defects or objections, in which event the Purchase Price shall be reduced by an amount equal to the costs and expenses incurred by Purchaser in connection with the curing of such defects or objections, and upon such curing, the Closing hereof shall proceed in accordance with the terms of this Agreement; or (ii) Purchaser shall have the right to terminate this Agreement by giving written notice of such termination to Seller, whereupon any Xxxxxxx Money shall be refunded promptly to Purchaser, and Purchaser and Seller shall have no further rights, obligations, or liabilities hereunder, except as applicablemay be expressly provided to the contrary herein; or (iii) Purchaser shall have the right to accept title to the Property subject to such defects and objections with no reduction in the Purchase Price, in which event such Title Affidavits defects and objections shall be deemed "Permitted Exceptions"; or (includingiv) Purchaser may elect to extend the Closing for thirty (30) days in order to allow Seller additional time to satisfy such defects and objections. If the Purchaser elects option (iv) above, without limitationand such defects and objections are not cured by Seller to the satisfaction of Purchaser within such extended time period, an Owner’s Affidavit Purchaser shall then have the options set forth in items (i), (ii), and (No Changeiii) 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 Purchaserabove.