Common use of Title and Title Insurance Clause in Contracts

Title and Title Insurance. (a) The Company shall request the Title Insurer to deliver to Acquiror a current Commitment for Title Insurance or a Preliminary Title Report, together with legible copies of all documents referred to therein (collectively, the “Title Report”) from the Title Insurer. The Title Report shall show the status of title to the Real Property as of the date of the Title Report and shall list the Company as the proposed insured. (b) The Company, at Acquiror’s expense, shall cooperate with Acquiror in causing the Title Insurer to deliver to the Company (i) at Closing an unconditional commitment to issue an ALTA owner’s comprehensive policy of title insurance, including owner’s comprehensive endorsements in the form of NM56 (as to unimproved land) and NM57 (as to improved land) and a non-imputation endorsement in the form of NM28 (collectively, the “Owner’s Title Policy”) and a pro forma title policy and (ii) as soon after the Closing as is reasonably possible, the Owner’s Title Policy. The Company will cooperate with Acquiror and the Title Insurer with respect to executing and delivering any affidavits or other documents or certificates required by the Title Insurer as a condition precedent to its issuance of (A) an unconditional commitment to issue the Owner’s Title Policy and a pro forma title policy and (B) the Owner’s Title Policy. The Owner’s Title Policy shall be issued by the Title Insurer in the amount not less than $250,000,000, effective as of the Closing Date or as soon as reasonably possible thereafter, and shall insure the Company that fee simple title to the Real Property is vested in the Company, subject only to: (i) the usual printed exceptions and exclusions contained in such title insurance policies; and (ii) the exceptions to title approved in writing by Acquiror.

Title and Title Insurance. (a) The Company shall request the Title Insurer to deliver to Acquiror a current Commitment for Title Insurance or a Preliminary Title Report, together with legible copies of all documents referred to therein (collectively, the “Title Report”) from the Title Insurer. The Title Report shall show the status of title to the Real Property as of the date of the Title Report and shall list the Company as the proposed insured. (b) The Company, at Acquiror’s expense, shall cooperate with Acquiror in causing the cause Title Insurer to deliver to provide the Company (i) at Closing an unconditional commitment to issue with an ALTA owner’s comprehensive policy of title insurance, including owner’s comprehensive endorsements in the form of NM56 (as to unimproved land) and NM57 (as to improved land) and a non-imputation endorsement in the form of NM28 (collectively, the “Owner’s Title Policy”) at the Closing Date or as soon thereafter as is reasonably possible, provided, however, that if the Owner’s Title Policy is not delivered at Closing, Title Insurer will, at Closing, deliver an unconditional commitment to issue the Owner’s Title Policy and a pro forma title policy and (ii) as soon after the Closing as is reasonably possible, the Owner’s Title Policypolicy. The Company will cooperate with Acquiror and the Title Insurer with respect to executing and delivering any affidavits or other documents or certificates required by the Title Insurer as a condition precedent to its issuance of (A) an unconditional commitment to issue the Owner’s Title Policy and a pro forma title policy and (B) the Owner’s Title Policy. The Owner’s Title Policy shall be issued by the Title Insurer in the amount not less than $250,000,000210,000,000.00, effective as of the Closing Date or as soon as reasonably possible thereafterDate, and shall insure the Company that fee simple title to the Real Property is vested in the Company, subject only to: (i) the usual printed exceptions and exclusions contained in such title insurance policies; and (ii) the exceptions to title approved in writing by Acquiror.

Title and Title Insurance. (a) The Company Seller shall request the Title Insurer to deliver to Acquiror a current Commitment for Title Insurance or a Preliminary Title Reportgive and Buyer shall accept good, together with legible copies of all documents referred to therein (collectively, the “Title Report”) from the Title Insurer. The Title Report shall show the status of marketable fee simple title to the Real Property Premises such as of the date of the Title Report Company will be willing to insure in accordance with its standard form of title policy and shall list at standard rates, subject only to the Company as the proposed insuredPermitted Exceptions. (b) The Company, at Acquiror’s expense, following shall cooperate with Acquiror in causing constitute the Title Insurer to deliver to the Company “Permitted Exceptions”: (i) at Closing an unconditional commitment those exceptions to issue an ALTA owner’s comprehensive policy of title insurance, including owner’s comprehensive endorsements in the form of NM56 (as to unimproved land) and NM57 (as to improved land) and a non-imputation endorsement in the form of NM28 (collectively, the “Owner’s Title Policy”) and a pro forma title policy and listed on Exhibit C; (ii) as soon after the Closing as is reasonably possibleother easements, the Owner’s Title Policy. The Company will cooperate with Acquiror restrictions, agreements and the Title Insurer with respect to executing and delivering any affidavits or other documents or certificates required by the Title Insurer as a condition precedent to its issuance covenants of record, provided same would not (A) an unconditional commitment to issue provide for forfeiture or reverter of title in the Owner’s Title Policy and a pro forma title policy and event of the violation thereof, or (B) call for the Owner’s expenditure of any sum of money nor impose any restrictions on the use, development or redevelopment of the Premises for commercial or retail purposes; (iii) real estate taxes or installments thereof, which, although a lien on the Closing Date, are not due and payable prior to the Closing Date, subject to adjustment as hereinafter set forth; (iv) the standard preprinted survey and easement exceptions; (v) First Amendment to Easement Agreement dated as of March 4, 2004, by and between Buyer and Seller (the “Modification Agreement”); (vi) Easement Agreement dated as of March 4, 2004, by and between Buyer and Seller (the “Computer Avenue Easement”); (vii) any exceptions caused by Buyer, its agents, representatives or employees; and (viii) such other exceptions as the Title Policy. The Owner’s Title Policy Company shall commit to insure over, without any additional cost to Buyer, whether such insurance is made available in consideration of payment by Seller, bonding by Seller, indemnity by Seller, or otherwise. (c) After the Effective Date, Seller shall not further encumber the Premises nor enter into any agreements which create exceptions to marketable title, except for monetary encumbrances which shall be issued payable at or prior to the Closing Date, and the Lease as is contemplated by this Agreement. As used herein, a “monetary encumbrance” shall be a voluntary encumbrance to marketable title which can be cured by the Title Insurer payment of money in a determinable amount (such as a mortgage). (d) If title to the amount Premises cannot less than $250,000,000, effective as of be conveyed to Buyer on the Closing Date or as soon as reasonably possible thereafterin accordance with the requirements of this Agreement, and shall insure the Company that fee simple title to the Real Property is vested in the Company, subject only tothen Buyer at its option may either: (i) the usual printed exceptions and exclusions contained in accept such title insurance policies; and as Seller can convey without any reduction in the Purchase Price, or (ii) terminate this Agreement, in which event the exceptions Title Company, as Escrow Agent, shall refund the Deposit to Buyer, and upon such refund and payment, neither party hereto shall have any further rights, liabilities or obligations under this Agreement, except for those as by the terms of this Agreement shall specifically survive a termination hereof. Notwithstanding the foregoing, if title approved in writing to the Premises is not as required by Acquirorthis Section 5 because of the willful act or omission of Seller subsequent to the date Seller reviews Buyer’s title commitment, the same shall constitute a default by Seller and Buyer shall be entitled to pursue all remedies available to Buyer pursuant to Section 13.

Title and Title Insurance. (a) The Company shall request the Title Insurer to deliver to Acquiror a current Commitment for Title Insurance or a Preliminary Title Report, together with legible copies of all documents referred to therein (collectively, the “"Title Report”") from the Title Insurer. The Title Report shall show the status of title to the Real Property as of the date of the Title Report and shall list the Company as the proposed insured. (b) The Company, at Acquiror’s 's expense, shall cooperate with Acquiror in causing the cause Title Insurer to deliver to provide the Company (i) at Closing an unconditional commitment to issue with an ALTA owner’s 's comprehensive policy of title insurance, including owner’s 's comprehensive endorsements in the form of NM56 (as to unimproved land) and NM57 (as to improved land) and a non-imputation endorsement in the form of NM28 (collectively, the “"Owner’s 's Title Policy”") at the Closing Date or as soon thereafter as is reasonably possible, provided, however, that if the Owner's Title Policy is not delivered at Closing, Title Insurer will, at Closing, deliver an unconditional commitment to issue the Owner's Title Policy and a pro forma title policy and (ii) as soon after the Closing as is reasonably possible, the Owner’s Title Policypolicy. The Company will cooperate with Acquiror and the Title Insurer with respect to executing and delivering any affidavits or other documents or certificates required by the Title Insurer as a condition precedent to its issuance of (A) an unconditional commitment to issue the Owner’s Title Policy and a pro forma title policy and (B) the Owner’s 's Title Policy. The Owner’s 's Title Policy shall be issued by the Title Insurer in the amount not less than $250,000,000210,000,000.00, effective as of the Closing Date or as soon as reasonably possible thereafterDate, and shall insure the Company that fee simple title to the Real Property is vested in the Company, subject only to: (i) the usual printed exceptions and exclusions contained in such title insurance policies; and (ii) the exceptions to title approved in writing by Acquiror.

Title and Title Insurance. (a) The Company Agent Lessor shall request have received from the Title Insurer Insurance Company an ALTA owner's policy of title insurance with respect to deliver the Land and the Financed Improvements (or an irrevocable commitment for the issuance thereof), acceptable in form and substance to Acquiror Agent Lessor (collectively, the "Owner's Policy"), insuring that Lessee is the owner of fee simple absolute title to the Land, Agent Lessor is the holder of a current Commitment for Title Insurance or a Preliminary Title Reportleasehold interest in the Land pursuant to the Ground Lease, and Agent Lessor has good and marketable title to the Improvements, subject in each case to the Lease and such other exceptions to title as are acceptable to each Participant, in an amount equal to the aggregate Commitments together with complete, legible copies of all documents referred to therein (collectivelyencumbrances, maps and surveys of record. Agent Lessor, for the “Title Report”) benefit of the Participants, shall have received from the Title InsurerInsurance Company (or an irrevocable commitment for the issuance thereof), an ALTA form of loan policy of title insurance (the "Lenders' Policy"; together with the Owner's Policy, the "Title Policies"), acceptable in form and substance to Agent Lessor, insuring the Lien of the Memorandum of Lease as a valid first priority Lien against the Premises, subject to such exceptions to title as are reasonably acceptable to Agent Lessor, in an amount equal to the Aggregate Commitment Amounts, together with complete, legible copies of all encumbrances and plats of record. The Title Report Policies shall show the status of title also include recharacterization endorsements satisfactory to the Real Property Agent Lessor. The Title Policies shall be dated as of the date of the Title Report and shall list the Company as the proposed insured. (b) The Companyinitial Advance Date and, at Acquiror’s expense, shall cooperate with Acquiror in causing the Title Insurer to deliver to the Company extent permitted under Applicable Laws, shall: (iw) at Closing an unconditional commitment to issue an ALTA owner’s comprehensive policy of title insurance, including owner’s comprehensive contain affirmative endorsements in the form of NM56 (as to unimproved land) and NM57 (as to improved land) and a non-imputation endorsement in the form of NM28 (collectivelymechanics' liens, doing business, usury, Form 3.0 zoning, Form B-1 comprehensive coverage, encroachments, the “Owner’s Title Policy”nonviolation of covenants and restrictions, rights of access and survey matters, (x) delete the creditors' rights and a pro forma title policy survey exclusions, (y) contain endorsements regarding the effect of recharacterization satisfactory to Agent Lessor and (iiz) as soon after the Closing as is contain such other endorsements reasonably possible, the Owner’s Title Policy. The Company will cooperate with Acquiror and the Title Insurer with respect to executing and delivering any affidavits or other documents or certificates required requested by the Title Insurer as a condition precedent to its issuance of (A) an unconditional commitment to issue the Owner’s Title Policy and a pro forma title policy and (B) the Owner’s Title Policy. The Owner’s Title Policy shall be issued by the Title Insurer in the amount not less than $250,000,000, effective as of the Closing Date or as soon as reasonably possible thereafter, and shall insure the Company that fee simple title to the Real Property is vested in the Company, subject only to: (i) the usual printed exceptions and exclusions contained in such title insurance policies; and (ii) the exceptions to title approved in writing by AcquirorAgent Lessor.