Title Commitment and Survey. (a) On or before twenty (20) days from the Effective Date, Seller shall deliver or cause to be delivered to Purchaser the following: (i) Commitment to Purchaser for an ALTA Owner Policy of Title Insurance (the "Title Commitment") from Chicago Title Insurance Company, acting through its offices at 0000 00xx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X., 00000, Attn: Xx. Xxxxxxxxxxx X. Clarke (the "Title Company"), dated on or after February 7, 1997, setting forth the Title Company's opinion of the status of the title of the Real Property as affected by all recorded liens, claims, encumbrances, easements, rights-of-way, reservations, restrictions, and any other matters recorded in the Land Records; and (ii) A true, complete, and legible copy of all recorded documents referred to in the Title Commitment, including, but not limited to, deeds, lien instruments, plats, reservations, restrictions, and easements (the "Title Documents"). (b) On or before twenty (20) days from the Effective Date, Seller shall deliver or cause to be delivered to Purchaser an ALTA survey meeting the 1992 Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys (the "Survey") prepared by a licensed surveyor acceptable to the Title Company (the "Surveyor"), which Survey, as certified by the Surveyor to Seller, Purchaser and the Title Company in a form reasonably acceptable to Purchaser, at least shall (i) reflect the Surveyor's professional opinion of the actual dimensions of, and area within, the Land, the location of any easements, setback lines, encroachments, or overlaps thereon or thereover, and outside boundary lines of all the Improvements and the square footage and elevation of each of the buildings within the Improvements, (ii) identify all easements, set-back lines, and other locatable matters referred to as exceptions to coverage in the Title Commitment, by book and page reference, (iii) include the Surveyor's registered number and seal and the date of the Survey, (iv) be sufficient to cause the Title Company, at the sole election and expense of Purchaser, to delete the printed exception for "encroachments, overlaps, boundary lines disputes, or other matters which would be disclosed by an accurate survey or inspection of the land" in the Owner Title Policy to be delivered pursuant to the Title Commitment, (v) reflect the Surveyor's professional opinion of the area of the Land, if any, within a special flood hazard area or zone as shown on the applicable federal flood insurance map for the respective area in which the Land is located, (vi) locate all interior lot lines of the Land, (vii) reflect and count all marked parking spaces, and (viii) show the zoning classification currently assigned by the applicable governmental authorities to any portion of the Real Property and the area of the Property to which such classification applies. Seller shall ensure that a copy of the Survey is delivered to the Title Company at the same time that it is delivered to Purchaser. (c) Purchaser shall have fifteen (15) days from its receipt of the last to arrive of the Title Commitment, the Title Documents and the Survey (the "Title Review Period") to examine same and such other information regarding Seller's title to any portion of the Property that Purchaser may elect to obtain and to specify to Seller and the Title Company in writing those items affecting Seller's title to the Property that Purchaser finds objectionable (the "Encumbrances") and specifying Purchaser's desired cure of each such Encumbrance. Any matter or exception reflected on the Title Commitment (including in any of the Title Documents), on the Survey or in any UCC financing statement, taxes, judgment lien, or bankruptcy information report regarding Seller's title to the Property that Purchaser could have obtained during the Title Review Period (the "Other Title Reports"), and not objected to by Purchaser as an Encumbrance, shall be conclusively considered to be a "Permitted Encumbrance." If Purchaser does not deliver to Seller a written notice specifying those items which are Encumbrances on or before the expiration of the Title Review Period, then all of the items reflected on the Title Commitment (including in any of the Title Documents), on the Survey or in any of the Other Title Reports shall be conclusively considered to be Permitted Encumbrances, except for the following items (the "Lien Encumbrances"): (i) any judgment liens arising from matters other than those set forth on Schedule 2, (ii) any liens for unpaid taxes against Seller, except to the extent such taxes are not yet due and payable, (iii) any mechanics or materialmen's liens arising from work performed for Seller prior to Closing, (iv) deeds of trust securing financing placed upon the Property by Seller or any of its predecessors in title to the Property or (v) any encumbrances placed upon the Property by Seller in violation of Subsection 6(b). None of the Lien Encumbrances shall be considered Permitted Encumbrances, and Seller agrees to cause all Lien Encumbrances to be removed of record or from the Title Commitment before or simultaneously with the Closing. Seller shall have the right, but not the obligation except for the Lien Encumbrances, to cure or remove all Encumbrances prior to the Closing Date, provided, however, that Seller shall notify Purchaser in writing, within ten (10) days following Seller's receipt of the Encumbrances list, of those Encumbrances that Seller is unwilling to attempt to cure. (d) If Seller gives Purchaser written notice within the required 10-day period that Seller is unwilling to attempt to cure any or all of the Encumbrances, Purchaser shall have the following exclusive rights and remedies: (i) Purchaser may terminate this Agreement by giving Seller and the Title Company written notice of termination within ten (10) days after Purchaser's receipt of Seller's notice, in which event the Initial Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights, duties or obligations hereunder, other than the indemnification rights and other matters set forth herein which expressly survive the termination of this Agreement; or (ii) Purchaser may elect to purchase the Property subject to the Encumbrances that Seller is unwilling to attempt to cure, which (other than the Lien Encumbrances) shall become Permitted Encumbrances after such election by Purchaser. The failure of Purchaser to elect option (i) above in the manner and within the time required shall conclusively be an election of option (ii) above. (e) If Seller elects to attempt to cure any of the Encumbrances other than the Lien Encumbrances, and if Seller fails to cause all such Encumbrances to be removed or cured on or prior to the Closing Date, Purchaser shall have the following exclusive rights and remedies: (i) Purchaser may terminate this Agreement by giving Seller and the Title Company written notice of termination on the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights, duties or obligations hereunder, other than the indemnification rights and other matters set forth herein which expressly survive the termination of this Agreement; or (ii) Purchaser may elect to purchase the Property subject to the Encumbrances not so removed or cured, which (other than the Lien Encumbrances) shall become Permitted Encumbrances after such election by Purchaser. The failure of Purchaser to elect option (i) above in the manner and within the time required shall conclusively be an election of option (ii) above.
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Title Commitment and Survey. (a) On or before twenty (20) days from Buyer will have the Effective Dateright to obtain, Seller shall deliver or cause to be delivered to Purchaser at its sole cost and expense, the following:
(i) Commitment to Purchaser for an ALTA Owner Policy of Title Insurance (the "“Title Commitment"”) from Chicago an agent of the Title Insurance Company, acting through its offices at 0000 00xx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X., 00000, Attn: Xx. Xxxxxxxxxxx X. Clarke (the "Title Company"), dated on or after February 7, 1997acceptable to Buyer, setting forth the Title Company's opinion of the status of the title of the Real Property as affected Property, and showing all Encumbrances, outstanding mineral interests; and other matters, if any, relating to the Real Property.
(ii) A true, correct and legible copy of all documents referred to in the Title Commitment, including plats, deeds, restrictions and easements.
(b) Beginning on the date of this Agreement and until the Closing, Seller, at its sole cost and expense, shall provide to Buyer access in Lafayette, Louisiana, to true, correct and complete copies, to the extent in the possession of Seller or its attorneys, of (i) all as-built and other surveys of the Land and Improvements and (ii) all title policies, title opinions, and abstracts of title relating to the Land or Improvements.
(c) On or before September 10, 2004, Seller, at its sole cost and expense, shall deliver to Buyer a survey (the “Survey”) prepared by Xxxx Xxxxxx Land Surveys, Inc. or other surveyor acceptable to Buyer and Title Company (the “Surveyor”) consisting of a plat and field notes describing the Land and the Improvements. The Survey shall (i) be prepared pursuant to a current on-the-ground staked survey with all recorded lienscomers being permanently monumented and reflecting the actual dimensions of the Land, claimsthe total area on the Land to the nearest 1/100th of an acre, encumbrances, the location of any easements, rights-of-way, reservationssetback lines, restrictionsencroachments or overlaps thereon or thereover and the outside boundary lines of any improvements located thereon, and any other matters recorded in the Land Records; and
(ii) A trueidentify any easements, complete, and legible copy of all recorded documents setback lines or other matters referred to in the Title Commitment, including, but not limited to, deeds, lien instruments, plats, reservations, restrictions, and easements (the "Title Documents").
(b) On or before twenty (20) days from the Effective Date, Seller shall deliver or cause to be delivered to Purchaser an ALTA survey meeting the 1992 Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys (the "Survey") prepared Commitment by a licensed surveyor acceptable to the Title Company (the "Surveyor"), which Survey, as certified by the Surveyor to Seller, Purchaser and the Title Company in a form reasonably acceptable to Purchaser, at least shall (i) reflect the Surveyor's professional opinion of the actual dimensions of, and area within, the Land, the location of any easements, setback lines, encroachments, or overlaps thereon or thereover, and outside boundary lines of all the Improvements and the square footage and elevation of each of the buildings within the Improvements, (ii) identify all easements, set-back lines, and other locatable matters referred to as exceptions to coverage in the Title Commitment, by book and page recording reference, (iii) include the Surveyor's ’s registered number and seal and seal, the date of the SurveySurvey and a certificate satisfactory to Buyer and Title Company, (iv) be sufficient to cause Title Company to issue the Title Companystandard survey endorsement, at the sole election and expense of Purchaser, to delete the printed exception for "encroachments, overlaps, boundary lines disputes, or other matters which would be disclosed by an accurate survey or inspection of the land" in the Owner Title Policy to be delivered pursuant to the Title Commitment, (v) reflect any area within the Surveyor's professional opinion of Real Property which lies within the area of the Land, if any, within a 100-year flood plain or any special flood hazard area or zone as shown general hazard area based on the applicable federal flood insurance map for the respective area in which the Land is located, (vi) locate all interior lot lines Federal Emergency Management Agency Flood Insurance Rate Maps. For purposes of the Landproperty description to be included in the Tract 1 Deed and the Tract 2 Deed, (vii) reflect and count all marked parking spacesthe field notes prepared by the Surveyor shall control any conflicts or inconsistencies with Section 1.2 of the Disclosure Schedule, and such field notes shall be incorporated herein by this reference upon their completion and shall constitute the property description attached to the Tract 1 Deed and the Tract 2 Deed.
(viiid) show If the zoning classification currently assigned by Title Commitment, Survey or any update of the applicable governmental authorities to any portion of Title Commitment or Survey shows that the Real Property and is subject to any Encumbrance, other than the area of the Property to which such classification applies. Permitted Encumbrances, then Seller shall ensure that a copy of the Survey is delivered shall, subject to the Title Company at the same time that it is delivered to Purchaser.
(c) Purchaser terms hereof, cure or remove such Encumbrances. Buyer shall have until fifteen (15) days from its receipt the date it has received the Survey and access to current, full abstracts of title provided by Seller for all of the last Real Property including all documents in the conveyance and mortgage records of the Clerk of the Court for Iberia Parish, Louisiana, going back a minimum of fifty-five (55) years to arrive a deed translative to title, which is not (x) a judgment of possession, (y) a partition, or (z) a donation, in which to examine such Survey and Title Commitment and notify Seller (the “Buyer’s Notice”) of those Encumbrances subject to which Buyer will accept title to the Real Property (the “Permitted Encumbrances”) and those Encumbrances which Buyer finds objectionable. If the Buyer’s Notice is not given, it shall be deemed that all Encumbrances reflected by the Title Commitment, the Title Documents Survey and the Survey (the "Title Review Period") to examine same UCC Searches are not objectionable. Seller, at its sole cost and such other information regarding Seller's title to any portion of the Property that Purchaser may elect to obtain and to specify to Seller and the Title Company in writing those items affecting Seller's title to the Property that Purchaser finds objectionable (the "Encumbrances") and specifying Purchaser's desired cure of each such Encumbrance. Any matter or exception reflected on the Title Commitment (including in any of the Title Documents), on the Survey or in any UCC financing statement, taxes, judgment lien, or bankruptcy information report regarding Seller's title to the Property that Purchaser could have obtained during the Title Review Period (the "Other Title Reports"), and not objected to by Purchaser as an Encumbranceexpense, shall be conclusively considered to be a "Permitted Encumbrance." If Purchaser does not deliver to Seller a written notice specifying those items which are Encumbrances on or before the expiration of the Title Review Period, then all of the items reflected on the Title Commitment (including in any of the Title Documents), on the Survey or in any of the Other Title Reports shall be conclusively considered to be Permitted Encumbrances, except for the following items (the "Lien Encumbrances"): (i) any judgment liens arising from matters other than those set forth on Schedule 2, (ii) any liens for unpaid taxes against Seller, except to the extent such taxes are not yet due and payable, (iii) any mechanics or materialmen's liens arising from work performed for Seller prior to Closing, (iv) deeds of trust securing financing placed upon the Property by Seller or any of use its predecessors in title to the Property or (v) any encumbrances placed upon the Property by Seller in violation of Subsection 6(b). None of the Lien Encumbrances shall be considered Permitted Encumbrances, and Seller agrees to cause all Lien Encumbrances to be removed of record or from the Title Commitment before or simultaneously with the Closing. Seller shall have the right, but not the obligation except for the Lien Encumbrances, commercially reasonable efforts to cure or remove all Encumbrances prior specified in the Buyer’s Notice other than Permitted Encumbrances, and cause the Title Company to the Closing Date, provided, however, that Seller shall notify Purchaser in writing, deliver within ten (10) days following Seller's receipt of the Encumbrances list, date of those Encumbrances that Seller is unwilling to attempt to cure.
the Buyer’s Notice (dthe “Cure Period”) an amended Title Commitment and Survey reflecting the cure of such Encumbrances. If Seller gives Purchaser written notice fails to cure or remove such Encumbrances and cause the Title Company to deliver such amended Title Commitment and Survey to Buyer within the required 10-day period that Seller is unwilling Cure Period and in any event prior to attempt to cure any or all of the EncumbrancesClosing, Purchaser shall Buyer will have the following exclusive rights and remedies:
right to either (i) Purchaser may terminate notify Seller that Buyer desires to remove the Real Property from the Purchased Assets and reduce the Purchase Price by Three Million Dollars ($3,000,000.00), or (ii) waive such failure and, subject to the other provisions of this Agreement, proceed to Closing. Seller shall not place, or allow to be placed, any Encumbrance of any nature against or relating to the Real Property between the date of this Agreement by giving Seller and the Title Company written notice Closing Date. In the event any such Encumbrance is placed against or otherwise becomes relative to the Real Property between the date of termination this Agreement and the Closing Date, notwithstanding the other provisions of this Section 5.10(d), Seller, at its sole cost and expense, shall cure or remove such Encumbrance and shall deliver within ten (10) days after Purchaser's receipt of Seller's notice, in which event the Initial Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights, duties date such Encumbrance is placed against or obligations hereunder, other than the indemnification rights and other matters set forth herein which expressly survive the termination of this Agreement; or (ii) Purchaser may elect to purchase the Property subject otherwise becomes relative to the Encumbrances that Seller is unwilling to attempt to cure, which (other than Real Property an amended Title Commitment and Survey reflecting the Lien Encumbrances) shall become Permitted Encumbrances after cure of such election by Purchaser. The failure of Purchaser to elect option (i) above in the manner and within the time required shall conclusively be an election of option (ii) aboveEncumbrance.
(e) If Seller elects to attempt to cure any In the event that the Land is not currently platted as a separate lot in accordance with the applicable subdivision ordinances and the requirements of applicable Governmental Authorities of the Encumbrances other than local municipality and state where the Lien EncumbrancesLand is located, then and if to the extent that such separate platting is required Seller fails to shall, at its sole cost and expense, cause all such Encumbrances the Land to be removed or cured on or platted as a separate lot in accordance with the applicable subdivision ordinances and the requirements of applicable Governmental Authorities of the local municipality and state where the Land is located, in a manner reasonably acceptable to and approved by Buyer in writing. The final Plat shall be agreed upon by Seller and Buyer. After such agreement, Sellers shall submit the final Plat to and obtain the approval of all applicable Governmental Authorities, prior to the Closing Date, Purchaser shall have the following exclusive rights and remedies:
(i) Purchaser may terminate this Agreement by giving Seller and the Title Company written notice of termination on the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights, duties or obligations hereunder, other than the indemnification rights and other matters set forth herein which expressly survive the termination of this Agreement; or
(ii) Purchaser may elect to purchase the Property subject to the Encumbrances not so removed or cured, which (other than the Lien Encumbrances) shall become Permitted Encumbrances after such election by Purchaser. The failure of Purchaser to elect option (i) above in the manner and within the time required shall conclusively be an election of option (ii) aboveas soon thereafter as reasonably possible.
Appears in 1 contract
Title Commitment and Survey. Seller has heretofore ordered and delivered, or shall order and deliver, to Purchaser within ten (10) days following the Effective Date of this Agreement (a) On or before twenty a title insurance commitment (20the “Title Commitment”) days from Chicago Title Insurance Company (the Effective Date, Seller “Title Company”) relating to the Real Property and the Easement Premises (as such term shall deliver or cause be defined in the Access and Spur Track Easement Form attached hereto as Exhibit J (the “Access Easement”)) and committing Title Company to be delivered to Purchaser the following:
(i) Commitment to Purchaser for issue an ALTA Owner 2006 Owner’s Policy of Title Insurance (the "“Owner’s Policy”) in the full amount of the Purchase Price, insuring title to the Real Property and rights under the Access Easement in Purchaser, including extended coverage over the “general exceptions”; (b) legible copies of all recorded documents referenced in the Title Commitment") from Chicago Title Insurance Company, acting through its offices at 0000 00xx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X., 00000, Attn: Xx. Xxxxxxxxxxx X. Clarke Commitment (the "“Title Company"Documents”); (c) completed exhibits to the Access Easement, dated on or after February 7, 1997, setting forth the Title Company's opinion of the status of the title and (d) a survey of the Real Property as affected by and Easement Premises reflecting the total area and legal description of the Real Property and Easement Premises, the location of all improvements, recorded lienseasements and encroachments, claimsif any, encumbrances, easements, rights-of-way, reservations, restrictions, located thereon and any all building and set back lines and other matters recorded of record with respect thereof, prepared by a surveyor licensed by the State of Illinois in the Land Records; and
(ii) A true, complete, and legible copy of all recorded documents referred to in the Title Commitment, including, but not limited to, deeds, lien instruments, plats, reservations, restrictions, and easements (the "Title Documents").
(b) On or before twenty (20) days from the Effective Date, Seller shall deliver or cause to be delivered to Purchaser an ALTA survey meeting the 1992 accordance with 2011 Minimum Standard Detail Requirements for ALTA/ASCM ACSM Land Title Surveys (the "Survey") prepared by a licensed surveyor acceptable to the Title Company (the "Surveyor"), which Survey, as certified promulgated by the Surveyor to Seller, Purchaser American Land Title Association and the Title Company American Congress on Surveying and Mapping, in a form reasonably acceptable to Purchaser, at least shall (i) reflect the Surveyor's professional opinion of the actual dimensions of, Title Company and area within, the Land, the location of any easements, setback lines, encroachments, or overlaps thereon or thereover, and outside boundary lines of all the Improvements and the square footage and elevation of each of the buildings within the Improvements, (ii) identify all easements, set-back lines, and other locatable matters referred to as exceptions to coverage in the Title Commitment, by book and page reference, (iii) include the Surveyor's registered number and seal and the date of the Survey, (iv) be sufficient to cause Title Company to issue extended coverage over the Title Company, at the sole election and expense of Purchaser, to delete the printed exception for "encroachments, overlaps, boundary lines disputes, or other matters which would be disclosed by an accurate survey or inspection of the land" in the Owner Title Policy to be delivered pursuant to the Title Commitment, (v) reflect the Surveyor's professional opinion of the area of the Land, if any, within a special flood hazard area or zone as shown on the applicable federal flood insurance map for the respective area in which the Land is located, (vi) locate all interior lot lines of the Land, (vii) reflect and count all marked parking spaces“general exceptions”, and (viii) show containing the zoning classification currently assigned by the applicable governmental authorities to any portion of the Real Property following “Table A” items: 1, 2, 3, 4, 8, 9, 11(a), 14, 16, and the area of the Property to which such classification applies. Seller shall ensure that a copy of the Survey is delivered to the Title Company at the same time that it is delivered to Purchaser.
(c) Purchaser shall have fifteen (15) days from its receipt of the last to arrive of the Title Commitment, the Title Documents and the Survey 18 (the "Title Review Period") to examine same and such other information regarding Seller's title to any portion of the Property that Purchaser may elect to obtain and to specify to Seller and the Title Company in writing those items affecting Seller's title to the Property that Purchaser finds objectionable (the "Encumbrances") and specifying Purchaser's desired cure of each such Encumbrance. Any matter or exception reflected on the Title Commitment (including in any of the Title Documents“Survey”), on the Survey or in any UCC financing statement, taxes, judgment lien, or bankruptcy information report regarding Seller's title to the Property that Purchaser could have obtained during the Title Review Period (the "Other Title Reports"), and not objected to by Purchaser as an Encumbrance, shall be conclusively considered to be a "Permitted Encumbrance." If Purchaser does not deliver to Seller a written notice specifying those items which are Encumbrances on or before the expiration of the Title Review Period, then all of the items reflected on the Title Commitment (including in any of the Title Documents), on the Survey or in any of the Other Title Reports shall be conclusively considered to be Permitted Encumbrances, except for the following items (the "Lien Encumbrances"): (i) any judgment liens arising from matters other than those set forth on Schedule 2, (ii) any liens for unpaid taxes against Seller, except to the extent such taxes are not yet due and payable, (iii) any mechanics or materialmen's liens arising from work performed for Seller prior to Closing, (iv) deeds of trust securing financing placed upon the Property by Seller or any of its predecessors in title to the Property or (v) any encumbrances placed upon the Property by Seller in violation of Subsection 6(b). None of the Lien Encumbrances shall be considered Permitted Encumbrances, and Seller agrees to cause all Lien Encumbrances to be removed of record or from the Title Commitment before or simultaneously with the Closing. Seller shall have the right, but not the obligation except for the Lien Encumbrances, to cure or remove all Encumbrances prior to the Closing Date, provided, however, that Seller shall notify Purchaser in writing, within ten (10) days following Seller's receipt of the Encumbrances list, of those Encumbrances that Seller is unwilling to attempt to cure.
(d) If Seller gives Purchaser written notice within the required 10-day period that Seller is unwilling to attempt to cure any or all of the Encumbrances, Purchaser shall have the following exclusive rights and remedies:
(i) Purchaser may terminate this Agreement by giving Seller and the Title Company written notice of termination within ten (10) days after Purchaser's receipt of Seller's notice, in which event the Initial Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights, duties or obligations hereunder, other than the indemnification rights and other matters set forth herein which expressly survive the termination of this Agreement; or (ii) Purchaser may elect to purchase the Property subject to the Encumbrances that Seller is unwilling to attempt to cure, which (other than the Lien Encumbrances) shall become Permitted Encumbrances after such election by Purchaser. The failure of Purchaser to elect option (i) above in the manner and within the time required shall conclusively be an election of option (ii) above.
(e) If Seller elects to attempt to cure any of the Encumbrances other than the Lien Encumbrances, and if Seller fails to cause all such Encumbrances to be removed or cured on or prior to the Closing Date, Purchaser shall have the following exclusive rights and remedies:
(i) Purchaser may terminate this Agreement by giving Seller and the Title Company written notice of termination on the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights, duties or obligations hereunder, other than the indemnification rights and other matters set forth herein which expressly survive the termination of this Agreement; or
(ii) Purchaser may elect to purchase the Property subject to the Encumbrances not so removed or cured, which (other than the Lien Encumbrances) shall become Permitted Encumbrances after such election by Purchaser. The failure of Purchaser to elect option (i) above in the manner and within the time required shall conclusively be an election of option (ii) above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Material Sciences Corp)
Title Commitment and Survey. With the exception of the survey referred to in Section 5(c) below which shall be obtained by the Purchaser, the Seller shall, at its expense, obtain within thirty (30) days after the Acceptance Date:
a) On or before twenty (20) days from the Effective Date, Seller shall deliver or cause to be delivered to Purchaser the following:
(i) Commitment to Purchaser a commitment for an ALTA Owner Policy of Title Insurance Form B owner's title insurance policy (the "Title Commitment"') from Chicago Title Insurance Company, acting through its offices at 0000 00xx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X., 00000, Attn: Xx. Xxxxxxxxxxx X. Clarke (the "Title Company"), dated on or after February 7, 1997, setting forth issued by the Title Company's opinion Company in the amount of the status of the Purchase Price showing fee simple title of to the Real Property Estate to be held by the Seller, with extended coverage over general exceptions 1 through 5 which extended coverage will be provided so long as affected by all recorded liens, claims, encumbrances, easements, rights-of-way, reservations, restrictions, and any other matters recorded in the Land Records; andPurchaser obtains a survey satisfactory to the Title Company for purposes of such extended coverage;
(iib) A true, complete, and legible copy copies of all recorded documents referred to in shown on Schedule B of the Title Commitment, including, but not limited to, deeds, lien instruments, plats, reservations, restrictions, and easements Commitment (the "Title Documents").; and
(bc) On or before twenty (20) days from plat of survey of the Effective DateReal Estate prepared by an Illinois registered lead surveyor, Seller shall deliver or cause to be delivered to Purchaser an ALTA survey meeting dated after the 1992 Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys date of this Agreement (the "Plat of Survey") prepared by a licensed surveyor acceptable to the Title Company (the "Surveyor"), which Surveycertified as having been prepared for the Purchaser, as certified by the Surveyor to SellerPurchaser's lender, Purchaser and. the Title Company. The Plat of Survey shall incorporate and indicate:
i) the legal description of the Real Estate;
ii) the boundary lines of the Real Estate;
iii) the location of all improvements on the Real Estate;
iv) all easements, set back lines, and rights-of-way, (whether recorded or visible) and the Title Company in a form reasonably acceptable to Purchaserrecorded document numbers, at least shall (i) reflect the Surveyor's professional opinion if any, of the actual dimensions of, and area within, documents granting the Land, same;
v) the location of any easementswetlands and flood plains;
vi) ingress and egress to public roads;
vii) the number of acres of the Purchased Land, setback linesexclusive of the rights of way of public roads and highways, fence line encroachments, or overlaps thereon or thereoverand the number of acres in, and outside boundary lines of all the Improvements and the square footage and elevation of each of the buildings within the Improvements, (ii) identify all easements, set-back lines, and other locatable matters referred to as exceptions to coverage in the Title Commitment, by book and page reference, (iii) include the Surveyor's registered number and seal and the date of the Survey, (iv) be sufficient to cause the Title Company, at the sole election and expense of Purchaser, to delete the printed exception for "encroachments, overlaps, boundary lines disputes, or other matters which would be disclosed by an accurate survey or inspection of the land" in the Owner Title Policy to be delivered pursuant to the Title Commitment, (v) reflect the Surveyor's professional opinion of the area of the Land, if any, within a special flood hazard area or zone as shown on the applicable federal flood insurance map for the respective area in which the Land is located, (vi) locate all interior lot lines of the Land, (vii) reflect and count all marked parking spaces, and (viii) show the zoning classification currently assigned by the applicable governmental authorities to any portion of the Real Property and the area of the Property to which such classification applies. Seller shall ensure that a copy of the Survey is delivered to the Title Company at the same time that it is delivered to Purchaser.
(c) Purchaser shall have fifteen (15) days from its receipt of the last to arrive of the Title Commitmentlocation of, the Title Documents and the Survey (the "Title Review Period") to examine same and such other information regarding Seller's title to any portion of the Property that Purchaser may elect to obtain and to specify to Seller and the Title Company in writing those items affecting Seller's title to the Property that Purchaser finds objectionable (the "Encumbrances") and specifying Purchaser's desired cure of each such Encumbrance. Any matter or exception reflected on the Title Commitment (including in any of the Title Documents), on the Survey or in any UCC financing statement, taxes, judgment lien, or bankruptcy information report regarding Seller's title to the Property that Purchaser could have obtained during the Title Review Period (the "Other Title Reports"), and not objected to by Purchaser as an Encumbrance, shall be conclusively considered to be a "Permitted EncumbranceRestricted Parcel." If Purchaser does not deliver to Seller a written notice specifying those items which are Encumbrances on or before the expiration of the Title Review Period, then all of the items reflected on the Title Commitment (including in any of the Title Documents), on the Survey or in any of the Other Title Reports shall be conclusively considered to be Permitted Encumbrances, except for the following items (the "Lien Encumbrances"): (i) any judgment liens arising from matters other than those set forth on Schedule 2, (ii) any liens for unpaid taxes against Seller, except to the extent such taxes are not yet due and payable, (iii) any mechanics or materialmen's liens arising from work performed for Seller prior to Closing, (iv) deeds of trust securing financing placed upon the Property by Seller or any of its predecessors in title to the Property or (v) any encumbrances placed upon the Property by Seller in violation of Subsection 6(b). None of the Lien Encumbrances shall be considered Permitted Encumbrances, and Seller agrees to cause all Lien Encumbrances to be removed of record or from the Title Commitment before or simultaneously with the Closing. Seller shall have the right, but not the obligation except for the Lien Encumbrances, to cure or remove all Encumbrances prior to the Closing Date, provided, however, that Seller shall notify Purchaser in writing, within ten (10) days following Seller's receipt of the Encumbrances list, of those Encumbrances that Seller is unwilling to attempt to cure.
(d) If Seller gives Purchaser written notice within the required 10-day period that Seller is unwilling to attempt to cure any or all of the Encumbrances, Purchaser shall have the following exclusive rights and remedies:
(i) Purchaser may terminate this Agreement by giving Seller and the Title Company written notice of termination within ten (10) days after Purchaser's receipt of Seller's notice, in which event the Initial Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights, duties or obligations hereunder, other than the indemnification rights and other matters set forth herein which expressly survive the termination of this Agreement; or (ii) Purchaser may elect to purchase the Property subject to the Encumbrances that Seller is unwilling to attempt to cure, which (other than the Lien Encumbrances) shall become Permitted Encumbrances after such election by Purchaser. The failure of Purchaser to elect option (i) above in the manner and within the time required shall conclusively be an election of option (ii) above.
(e) If Seller elects to attempt to cure any of the Encumbrances other than the Lien Encumbrances, and if Seller fails to cause all such Encumbrances to be removed or cured on or prior to the Closing Date, Purchaser shall have the following exclusive rights and remedies:
(i) Purchaser may terminate this Agreement by giving Seller and the Title Company written notice of termination on the Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights, duties or obligations hereunder, other than the indemnification rights and other matters set forth herein which expressly survive the termination of this Agreement; or
(ii) Purchaser may elect to purchase the Property subject to the Encumbrances not so removed or cured, which (other than the Lien Encumbrances) shall become Permitted Encumbrances after such election by Purchaser. The failure of Purchaser to elect option (i) above in the manner and within the time required shall conclusively be an election of option (ii) above.
Appears in 1 contract
Samples: Real Estate Sale Contract (Richardson Electronics LTD/De)
