Common use of Title and Title Insurance Clause in Contracts

Title and Title Insurance. Following execution of the Original Agreement, the Company requested the Title Insurer to deliver to ANM 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. (a) ANM shall have a period of time beginning upon its receipt of the Title Report, legible copies of all documents referred to therein, and the Survey, and ending at 5:00 p.m., Albuquerque time, on March 15, 2006, to review the Title Report and to give the Company and the Title Insurer notice of any title exception which is unacceptable to ANM. If ANM receives any amended written notice of any title exception not previously listed, ANM will, on or before March 20, 2006, give the Company and the Title Insurer notice of any such title exception which is unacceptable to ANM. If ANM gives notice of dissatisfaction as to any exception to title as shown in the Title Report, the Company shall use its good faith, diligent efforts to attempt to eliminate the disapproved title exception from the Title Report prior to the Due Diligence Completion Date. If the Company does not eliminate the disapproved title exception prior to such date, ANM shall have the right to terminate this Agreement under Section 8.1(e), but only if such right to terminate is exercised by ANM prior to the Due Diligence Completion Date. (b) ANM’s failure to timely approve or disapprove any exception prior to the expiration of the review periods set forth in paragraph (a) above shall be deemed its approval thereof. (c) The Company, at ANM’s expense, shall cause Title Insurer to provide the Company 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. The Company will cooperate with ANM 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 the Owner’s Title Policy. The Owner’s Title Policy shall be issued by the Title Insurer in the amount not less than $165,000,000.00, effective as of the Effective Time, 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; (ii) the exceptions to title approved by ANM as provided in Section 6.16(a); and (iii) any other matter approved in writing by ANM or resulting from the acts of ANM or its agents.

Title and Title Insurance. Following execution 4.1 At Closing, title shall be free of (and title insurance shall insure that title is free of) liens, encumbrances, easements or defects, except instruments of record listed as exceptions to Title that are approved in writing by Purchaser ("Permitted Exceptions"), pursuant to Section 4.2 below. 4.2 Within ten (10) days following the Original Effective Date of this Agreement, the Company requested the Seller will request and make arrangements with Title Insurer to deliver make available to ANM Purchaser a current Commitment commitment for Title Insurance or a title insurance ("Preliminary Title ReportCommitment"), together along with legible copies of all documents referred to therein (collectively, listed exceptions issued by Title Insurer showing the “Title Report”) from the Title Insurer. The Title Report shall show the status condition of Seller's title to the Real Property as of Realty. Purchaser shall give written notice to Seller (on or before twenty (20) days following the date of the Title Report and shall list the Company as the proposed insured. (a) ANM shall have a period of time beginning upon its receipt of Seller's most current existing ALTA survey, the Title Report, Preliminary Commitment and legible copies of all documents referred to therein, and the Survey, and ending at 5:00 p.m., Albuquerque time, on March 15, 2006, to review the Title Report and to give the Company and the Title Insurer notice listed exceptions) of any listed exceptions in Seller's title exception to which is unacceptable Purchaser objects in its sole discretion ("Purchaser's Objection Notice"). Within ten (10) days of receipt of Purchaser's Objection Notice, Seller shall notify Purchaser in writing ("Seller's Exception Notice") whether Seller intends to ANMremove prior to Closing the listed exceptions to title to which Purchaser objects; provided, however, that Seller shall not be obligated to incur any expense or liability in connection with the attempted removal of such exceptions. If ANM receives In the event Seller notifies Purchaser that Seller will remove any amended written notice of any title exception not previously listedthe listed exceptions objected to by Purchaser, ANM will, Seller shall have removed all such listed exceptions on or before March 20Closing. In the event Seller notifies Purchaser that Seller will not remove any or all of the listed exceptions objected to by Purchaser, 2006Purchaser must elect to accept such listed exceptions in Seller's title as Seller declines or fails to cure or, give alternatively, elect to terminate this Agreement by delivering written notice to Seller within ten (10) days following Seller's Exception Notice. Notwithstanding any provision otherwise provided in this Agreement to the Company contrary, in the event Purchaser so elects to terminate this Agreement, Escrow Holder shall refund the Xxxxxxx Money and the Title Insurer notice accrued interest to Purchaser without further instruction from either party, and any and all rights or obligations of any such title exception which is unacceptable to ANMSeller and Purchaser under this Agreement shall terminate and be of no further force or effect, except as otherwise set forth herein. If ANM gives notice of dissatisfaction as Purchaser does not receive Seller's Exception Notice within the time required above, Seller shall be deemed to any exception have declined to title as shown cure the listed exceptions set forth in the Title ReportPurchaser's Objection Notice. Notwithstanding the foregoing, the Company shall use its good faith, diligent efforts to attempt to eliminate the disapproved title exception from the Title Report prior to the Due Diligence Completion Date. If the Company does not eliminate the disapproved title exception prior to such date, ANM Purchaser shall have the right to terminate object to any additional title matters that appear on a new survey or update of the existing survey that did not appear on Seller's existing survey ("Additional Title Matters") within five (5) business days after Purchaser's receipt of such new ALTA or equivalent TLTA survey or update of the existing survey. The parties shall deal with the Additional Title Matters as set forth above in this Agreement under Section 8.1(e), but only if such right to terminate is exercised by ANM prior to the Due Diligence Completion Date4.2. (b) ANM’s failure to timely approve or disapprove any exception prior to the expiration of the review periods set forth in paragraph (a) above shall be deemed its approval thereof. (c) The Company, at ANM’s expense, shall cause 4.3 Title Insurer shall deliver to provide the Company with Purchaser at Closing, an extended Form ALTA owner’s comprehensive 's 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. The Company will cooperate with ANM 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 the Owner’s Title Policy. The Owner’s Title Policy shall be issued by the Title Insurer in the amount not less than $165,000,000.00, effective as of the Effective Time, and shall insure the Company that insurance insuring Purchaser's fee simple title to the Real Property is vested Realty in the Company, subject only to: face amount of the purchase price containing no exceptions other than the Permitted Exceptions (i) the usual printed exceptions and exclusions contained in "Title Policy"). Seller agrees to provide affidavits and/or indemnities as required to obtain such title insurance policies; (ii) the exceptions to title approved by ANM as provided in Section 6.16(a); and (iii) any other matter approved in writing by ANM or resulting from the acts of ANM or its agentscoverage.

Title and Title Insurance. Following execution Purchaser's approval of the Original condition of title to the Property. Seller shall cause to be delivered to Purchaser, within three (3) days after the date of this Agreement, a preliminary title commitment for an owner's ALTA coverage policy of title insurance for the Property, issued by First American Title Company requested the (“Title Insurer to deliver to ANM a current Commitment for Title Insurance or a Preliminary Title ReportCompany”), together with legible copies of all documents exceptions listed in such title commitment (the date of delivery of such title report and copies of the exceptions is hereinafter referred to therein (collectively, as the “Title ReportDelivery Date”) 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. (a) ANM Purchaser shall have a period of time beginning upon its receipt of ten (10) days following the Title Report, legible copies Delivery Date in which to notify Seller in writing of all documents referred to therein, and the Survey, and ending at 5:00 p.m., Albuquerque time, on March 15, 2006, to review the Title Report and to give the Company and the Title Insurer notice Purchaser's disapproval of any title exception which is unacceptable to ANM. If ANM receives any amended written notice of any title exception not previously listed, ANM will, on or before March 20, 2006, give the Company and the Title Insurer notice of any such title exception which is unacceptable to ANM. If ANM gives notice of dissatisfaction as to any exception to title as exceptions shown in the Title Report, other than any mortgages, trust deeds, judgment liens or construction liens to be satisfied by Seller by payment on or before the Company Closing Date; provided, any failure by Purchaser to give such notice shall use its good faithbe deemed to be a rejection of title and this Agreement shall terminate and the Deposit shall be returned to Purchaser. In the event Purchaser notifies Seller within such period that Purchaser disapproves one or more exceptions to title, diligent efforts Seller shall notify Purchaser in writing within five (5) days thereafter as to attempt whether Seller agrees to remove the exceptions so disapproved. If Seller elects not to eliminate any disapproved exception, Purchaser may elect to cancel this Agreement, in which event the Deposit, if any, shall be returned to Purchaser and this Agreement shall terminate; provided, if Seller elects not to eliminate any disapproved exception Purchaser shall be deemed to have elected to cancel this Agreement unless, prior to expiration of the Review Period, Purchaser has notified Seller in writing of Purchaser’s election not to cancel this Agreement regardless of such disapproved exceptions. If Purchaser does not elect to cancel this Agreement, Purchaser's objections to the disapproved title exception from exceptions which Seller elects not to eliminate shall be deemed waived and the Title Report prior Property shall be conveyed to the Due Diligence Completion DatePurchaser with such defects and without credit against the purchase price. If Notwithstanding the Company does not eliminate foregoing to the disapproved title exception contrary, Seller agrees that it shall cause any and all mortgages, trust deeds, judgment liens or construction liens against the Property to be released of record on or before Closing. Seller discloses to Purchaser that a small strip of land of the Property has been used by an adjoining property owner for a period of years (the “Encroachment Area”). Seller has commenced discussions with the adjoining property owner to document the right of the adjoining property owner to use the Encroachment Area pursuant to a lease that is terminable upon prior to such date, ANM notice. The waiver of Purchaser’s contingencies specified in Paragraph 3.a. above shall have the be deemed Purchaser’s waiver of Purchaser’s right to terminate this Agreement under Section 8.1(e), but only as a result of such encroachment onto the Encroachment Area and if such right contemplated lease is executed between Seller and the adjoining property owner, the execution of such lease so long as such lease provides for the option of the owner of the Property to terminate is exercised by ANM prior to the Due Diligence Completion Date. (b) ANM’s failure to timely approve or disapprove any exception prior to the expiration of the review periods set forth in paragraph (a) above shall be deemed its approval thereof. (c) The Company, at ANM’s expense, shall cause Title Insurer to provide the Company 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. The Company will cooperate with ANM 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 the Owner’s Title Policy. The Owner’s Title Policy shall be issued by the Title Insurer in the amount such lease upon not less than $165,000,000.00, effective as of the Effective Time, and shall insure the Company that fee simple title to the Real Property is vested in the Company, subject only to: eighteen (i18) the usual printed exceptions and exclusions contained in such title insurance policies; (ii) the exceptions to title approved by ANM as provided in Section 6.16(a); and (iii) any other matter approved in writing by ANM or resulting from the acts of ANM or its agentsmonths prior written notice.

Title and Title Insurance. Following Within five (5) days following the execution of the Original this Agreement, the Company requested shall request the Title Insurer to deliver to ANM 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. (a) ANM shall have a period of time beginning upon its receipt of the Title Report, legible copies of all documents referred to therein, and the Survey, and ending at 5:00 p.m., Albuquerque time, on March 15, 2006ten (10) days thereafter (the “Title Review Period”), to review the Title Report and to give the Company and the Title Insurer notice of any title exception which is unacceptable to ANM. If ANM receives shall have an additional five (5) business days after receipt of any amended Title Insurer written notice of any title exception not previously listed, ANM will, on or before March 20, 2006, listed to review the previously unlisted title exception and to give the Company and the Title Insurer notice of any such title exception which is unacceptable to ANM. If ANM gives notice of dissatisfaction as to any exception to title as shown in the Title Report, the Company shall use its good faith, diligent efforts to attempt to eliminate the disapproved title exception from the Title Report no later than fifteen (15) Business Days prior to the Due Diligence Completion DateEffective Time. If the Company does not eliminate the disapproved title exception prior to such date, ANM shall have the right to terminate this Agreement under Section 8.1(e), but only if such right to terminate is exercised by ANM prior to the Due Diligence Completion Date. (b) ANM’s failure to timely approve or disapprove any exception prior to the expiration of the review periods set forth in paragraph (a) above shall be deemed its approval thereof. (c) The Company, at ANM’s expense, shall cause Title Insurer to provide the Company 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. The Company will cooperate with ANM 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 the Owner’s Title Policy. The Owner’s Title Policy shall be issued by the Title Insurer in the amount not less than of $165,000,000.00166,000,000, be effective as of the Effective TimeClosing, 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; (ii) the exceptions to title approved by ANM as provided in Section 6.16(a); and (iii) any other matter approved in writing by ANM or resulting from the acts of ANM or its agents.

Title and Title Insurance. Following execution Within twenty (20) days from the Effective Date the Buyer shall obtain a commitment for an ALTA Form B owner's title insurance policy issued by a title insurance company reasonably acceptable to Buyer. The title insurance commitment shall have a date subsequent to the Effective Date and shall show that title to the Property is good and marketable and insurable subject to no liens, encumbrances, exceptions or qualifications which would preclude the Buyer, in its sole discretion, from constructing and developing a rental apartment community upon the Property. The Buyer shall have fifteen (15) days from receipt of the Original commitment in which to examine the condition of title. If the Buyer fails to provide the Seller with written notice of specific defects which make title to the Property other than as required by this paragraph within the fifteen (15) day period, then, for all purposes of this Agreement, the Company requested Buyer shall be deemed to have accepted title in the Title Insurer condition described in the commitment. Any title exceptions which are not objected to deliver within the fifteen (15) day period shall be deemed to ANM a current Commitment be permitted exceptions. If the Buyer timely notifies the Seller that title does not satisfy the requirements of this paragraph, then the Seller agrees to use reasonable diligence to make title good, marketable and insurable, for Title Insurance or a Preliminary Title Report, together with legible copies of all documents referred to therein (collectively, which purpose 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. (a) ANM Seller shall have a period of reasonable time beginning upon its but in no event more than one hundred twenty (120) days from the receipt of the Title Report, legible copies of all documents referred to therein, and the Survey, and ending at 5:00 p.m., Albuquerque time, on March 15, 2006, to review the Title Report and to give the Company and the Title Insurer notice of any title exception which is unacceptable to ANM. If ANM receives any amended Buyer's written notice that title is unacceptable. After reasonable diligence on the part of the Seller, if title is not rendered as required by this paragraph, then at the end of the one hundred twenty (120) day period any title exception not previously listedmoney deposited by the Buyer at the election of Buyer, ANM willshall be returned to Buyer, on or before March 20, 2006, give the Company this Agreement shall be terminated and the Title Insurer notice of all parties hereto shall be released from any such title exception which is unacceptable to ANMand all obligations and liabilities hereunder. If ANM gives notice of dissatisfaction as to At any exception to title as shown in the Title Report, the Company shall use its good faith, diligent efforts to attempt to eliminate the disapproved title exception from the Title Report prior to the Due Diligence Completion Date. If the Company does not eliminate the disapproved title exception time prior to such datetermination, ANM the Buyer may elect by written notice to the Seller to waive any defects in title, in which event the closing shall have the right take place pursuant to terminate this Agreement under Section 8.1(e), but only if such right to terminate is exercised by ANM prior to the Due Diligence Completion Date. (b) ANM’s failure to timely approve or disapprove without any exception prior to the expiration abatement in price. The obligation of the review periods set forth Seller to cure title defects shall include an obligation to expend money (but not in paragraph (aexcess of $5,000.00) above shall be deemed its approval thereofbut not to commence and pursue litigation. (c) The Company, at ANM’s expense, shall cause Title Insurer to provide the Company 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. The Company will cooperate with ANM 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 the Owner’s Title Policy. The Owner’s Title Policy shall be issued by the Title Insurer in the amount not less than $165,000,000.00, effective as of the Effective Time, 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; (ii) the exceptions to title approved by ANM as provided in Section 6.16(a); and (iii) any other matter approved in writing by ANM or resulting from the acts of ANM or its agents.