Common use of Title Commitment during Due Diligence Period Clause in Contracts

Title Commitment during Due Diligence Period. Buyer shall be responsible to obtain from the Title Company no later than the end of the Due Diligence Period, a pro forma title policy with such assurances and commitments as to policy form, coverage and endorsements as Buyer may request for the Title Policy (the “Pro Forma Policy”). Delivery of the Approval Notice to Seller prior to the end of the Due Diligence Period shall constitute Buyer’s approval of all matters affecting title to the Properties, including any such matters as are shown on the Survey, and any New Exceptions discovered by Buyer prior to the delivery of the Approval Notice. Buyer may elect to obtain an owner’s ALTA extended coverage title insurance policy, and such endorsements as Buyer may require, at Buyer’s cost. Seller shall execute and deliver to the Title Company the form of owner’s title affidavit attached to this Agreement as Exhibit H (which form was previously approved by the Title Company as sufficient to support the issuance of extended coverage title insurance to buyers of property located within the same project as the Properties) with such modifications as may reasonably be required in order to allow the Title Company to remove any exceptions which Seller is obligated to remove pursuant to the terms of this Section 4(h). Buyer acknowledges that notwithstanding anything in this Agreement to the contrary, including without limitation the incorporation of the exhibits to this Agreement into this Agreement, the statements, representations and warranties in such title affidavit are solely and exclusively for the benefit of the Title Company, and not Buyer, and that Buyer shall have no right to rely on such title affidavit or any of the statements, representations or warranties set forth therein. It shall be a condition to Buyer’s obligation to close the Escrow that the Title Company be irrevocably committed to issue to Buyer as of the Closing its Title Policy consistent in all material respects with the Pro Forma Policy issued to Buyer by the Title Company as of the Approval Date, subject to New Exceptions approved by Buyer. For the avoidance of doubt, and without limiting the foregoing, if as of the delivery of the Approval Notice Buyer is negotiating with the Title Company as to the terms, coverage or endorsements to the Pro Forma Policy, or has not obtained a Pro Forma Policy, it shall not be a condition to Buyer’s obligation to close Escrow that the Title Company agree to such requests by Buyer or provide the coverage or assurances sought by Buyer. If prior to the Approval Date Buyer fails to obtain a Pro Forma Title Policy from the Title Company generally or as to any particular exception or term of the Title Policy sought by Buyer, Buyer shall be deemed, as of the Approval Date, to have waived objections to such matters (notwithstanding any further efforts to address such issues with the Title Company, and notwithstanding any agreement by Seller to cooperate with Buyer or the Title Company in addressing such matters) and approved all exceptions to title other than Monetary Liens and New Exceptions first appearing after the Approval Date.

Title Commitment during Due Diligence Period. Buyer shall be responsible use diligent, good faith efforts to obtain from the Title Company no later than the end of the Due Diligence Period, a pro forma title policy with such assurances and commitments as to policy form, coverage and endorsements as Buyer may request for the Title Policy (the “Pro Forma Policy”). Delivery of the Approval Notice to Seller prior to the end of the Due Diligence Period shall constitute Buyer’s approval of all matters affecting title to the PropertiesProperty, including any such matters as are shown on the Survey, subject to Buyer’s rights under Section 4(h) and any New Exceptions discovered by Buyer prior to the delivery of the Approval NoticeExceptions. Buyer may elect to obtain an owner’s ALTA extended coverage title insurance policy, and such endorsements as Buyer may require, at Buyer’s cost. Seller shall execute and deliver to the Title Company the form of its standard owner’s title affidavit in the form attached to this Agreement hereto as Exhibit H (which form was previously approved by the Title Company as sufficient to support the issuance of extended coverage title insurance to buyers of property located within the same project as the Properties) with such modifications as may reasonably be required in order to allow the Title Company to remove any exceptions which Seller is obligated to remove pursuant to the terms of this Section 4(h). Buyer acknowledges that notwithstanding anything in this Agreement to the contrary, including without limitation the incorporation of the exhibits to this Agreement into this Agreement, the statements, representations and warranties in such title affidavit are solely and exclusively for the benefit of the Title Company, and not Buyer, and that Buyer shall have no right to rely on such title affidavit or any of the statements, representations or warranties set forth therein. H. It shall be a condition to Buyer’s obligation to close the Escrow that the Title Company not be irrevocably committed unwilling or unable to issue deliver to Buyer as of the Closing its irrevocable commitment to issue to Buyer its Title Policy consistent in all material respects with the Pro Forma Policy issued to Buyer commitment, if any, made by the Title Company as of the Approval Date, subject to New Exceptions approved by Buyer. For the avoidance of doubt, and without limiting the foregoing, if if, as of the delivery of the Approval Notice Notice, Buyer is negotiating with the Title Company as to the terms, coverage or endorsements to the Pro Forma Policy, or has not obtained a Pro Forma Title Policy, it shall not be a condition to Buyer’s obligation to close Escrow that the Title Company agree to such requests by Buyer or provide the coverage or assurances sought by Buyer. If If, prior to the Approval Date Date, Buyer fails to obtain a Pro Forma Title Policy commitment from the Title Company generally or as to any particular exception or term of the Title Policy sought by Buyer, Buyer shall be deemed, as of the delivery of the Approval DateNotice, to have waived objections to such matters (notwithstanding any further efforts to address such issues with the Title Company, and notwithstanding any agreement by Seller to cooperate with Buyer or the Title Company in addressing such matters) and approved all exceptions to title other than Monetary Liens and subsequent New Exceptions first appearing after the Approval DateExceptions.

Title Commitment during Due Diligence Period. Buyer shall be responsible use diligent, good faith efforts to obtain from the Title Company no later than the end of the Due Diligence Period, a pro forma title policy with such assurances and commitments as to policy form, coverage and endorsements as Buyer may request for the Title Policy (the “Pro Forma Policy”). Delivery of the Approval Notice to Seller prior to the end of the Due Diligence Period shall constitute Buyer’s approval of all matters affecting title to the PropertiesProperty, including any such matters as are shown on the Survey, subject to Buyer’s rights under Section 4(h) and any New Exceptions discovered by Buyer prior to the delivery of the Approval NoticeExceptions. Buyer may elect to obtain an owner’s ALTA extended coverage title insurance policy, and such endorsements as Buyer may require, at Buyer’s cost. Seller shall execute and deliver to the Title Company the form of owner’s title affidavit attached set forth in Exhibit H to this Agreement as Exhibit H (which form was previously approved by the Title Company as sufficient to support the issuance of extended coverage title insurance to buyers of property located within the same project as the Properties) with such modifications as may reasonably be required in order to allow the Title Company to remove any exceptions which Seller is obligated to remove pursuant to the terms of this Section 4(h). Buyer acknowledges that notwithstanding anything in this Agreement to the contrary, including without limitation the incorporation of the exhibits to this Agreement into this Agreement, the statements, representations and warranties in such title affidavit are solely and exclusively for the benefit of the Title Company, and not Buyer, and that Buyer shall have no right to rely on such title affidavit or any of the statements, representations or warranties set forth therein. It shall be a condition to Buyer’s obligation to close the Escrow that the Title Company not be irrevocably committed unwilling or unable to issue deliver to Buyer as of the Closing its irrevocable commitment to issue to Buyer its Title Policy consistent in all material respects with the Pro Forma Policy issued to Buyer commitment, if any, made by the Title Company as of the Approval Date, subject to New Exceptions approved by Buyer. For the avoidance of doubt, and without limiting the foregoing, if if, as of the delivery of the Approval Notice Notice, Buyer is negotiating with the Title Company as to the terms, coverage or endorsements to the Pro Forma Policy, or has not obtained a Pro Forma Title Policy, it shall not be a condition to Buyer’s obligation to close Escrow that the Title Company agree to such requests by Buyer or provide the coverage or assurances sought by Buyer. If If, prior to the Approval Date Date, Buyer fails to obtain a Pro Forma Title Policy commitment from the Title Company generally or as to any particular exception or term of the Title Policy sought by Buyer, Buyer shall be deemed, as of the Approval Date, to have waived objections to such matters (notwithstanding any further efforts to address such issues with the Title Company, and notwithstanding any agreement by Seller to cooperate with Buyer or the Title Company in addressing such matters) and approved all exceptions to title other than Monetary Liens and subsequent New Exceptions first appearing after the Approval DateExceptions.

Title Commitment during Due Diligence Period. Buyer shall be responsible to obtain from the Title Company no later than the end of the Due Diligence Period, a pro forma title policy with such assurances and commitments as to policy form, coverage and endorsements as Buyer may request for the Title Policy (the “Pro Forma Policy”). Delivery of the Approval Notice to Seller prior to the end of the Due Diligence Period shall constitute Buyer’s approval of all matters affecting title to the PropertiesProperty, including any such matters as are shown on the Survey, subject to Buyer’s rights under Section 4(h) and any New Exceptions discovered by Buyer prior to the delivery of the Approval NoticeExceptions. Buyer may elect to obtain an owner’s ALTA extended coverage title insurance policya Title Policy, and such endorsements as Buyer may require, at Buyer’s cost. Seller shall execute and deliver to the Title Company the form of its standard owner’s title affidavit in the form attached to this Agreement hereto as Exhibit H (which form was previously approved by the Title Company as sufficient to support the issuance of extended coverage title insurance to buyers of property located within the same project as the Properties) with such modifications as may reasonably be required in order to allow the Title Company to remove any exceptions which Seller is obligated to remove pursuant to the terms of this Section 4(h). Buyer acknowledges that notwithstanding anything in this Agreement to the contraryI; provided, including without limitation the incorporation of the exhibits to this Agreement into this Agreementhowever, the statements, representations and warranties in such title affidavit statements made therein by Seller (i) are solely and exclusively for the benefit of the Title CompanyCompany only and may be relied upon solely by the Title Company and (ii) do not constitute representations, warranties or certifications of Seller in or under this Agreement and may not be relied upon by Buyer, . Buyer expressly waives and that Buyer shall have no disclaims any such right to rely of reliance or benefit on such the title affidavit or any of the statements, representations or warranties set forth thereinSeller. It shall be a condition to Buyer’s obligation to close the Escrow hereunder that the Title Company not be irrevocably committed unwilling or unable to issue deliver to Buyer as of the Closing its irrevocable Commitment to issue to Buyer its Title Policy consistent in all material respects with the Pro Forma Policy issued to Buyer Commitment made by the Title Company as of the Approval Date, subject to New Exceptions approved by Buyer. For the avoidance of doubt, and without limiting the foregoing, if as of the delivery of the Approval Notice Buyer is negotiating with the Title Company as to the terms, coverage or endorsements to the Pro Forma Policy, or has not obtained a Pro Forma Policy, it shall not be a condition to Buyer’s obligation to close Escrow that the Title Company agree to such requests by Buyer or provide the coverage or assurances sought by Buyer. If prior to the Approval Date Buyer fails to obtain a Pro Forma Title Policy Commitment from the Title Company generally or as prior to any particular exception or term of the Title Policy sought by BuyerApproval Date, Buyer shall be deemed, as of the Approval Date, to have waived objections to such matters (notwithstanding any further efforts to address such issues with the Title Company, and notwithstanding any agreement by Seller to cooperate with Buyer or the Title Company in addressing such matters) and approved all exceptions to title other than Monetary Liens and subsequent New Exceptions first appearing after the Approval DateExceptions, subject to Buyer’s rights under Section 4(h), above.

Title Commitment during Due Diligence Period. Buyer shall be responsible use diligent, good faith efforts to obtain from the Title Company no later than the end of the Due Diligence Period, a pro forma title policy with such assurances and commitments as to policy form, coverage and endorsements as Buyer may request for the Title Policy (the “Pro Forma Policy”). Delivery of the Approval Notice to Seller prior to the end of the Due Diligence Period shall constitute Buyer’s approval of all matters affecting title to the PropertiesProperty, including any such matters as are shown on the Survey, subject to Buyer’s rights under Section 4(h) and 4(j) and any New Exceptions discovered by Buyer prior to the delivery of the Approval NoticeExceptions. Buyer may elect to obtain an owner’s ALTA extended coverage title insurance policy, and such endorsements thereto as Buyer may require, which endorsements shall be at Buyer’s cost. Seller shall execute and deliver to the Title Company the form of owner’s title affidavit attached set forth in Exhibit F to this Agreement as Exhibit H (which form was previously approved by the Title Company as sufficient to support the issuance of extended coverage title insurance to buyers of property located within the same project as the Properties) with such modifications as may reasonably be required in order to allow the Title Company to remove any exceptions which Seller is obligated to remove pursuant to the terms of this Section 4(h). Buyer acknowledges that notwithstanding anything in this Agreement to the contrary, including without limitation the incorporation of the exhibits to this Agreement into this Agreement, the statementsas modified to reflect any necessary, representations and warranties state-specific format for such affidavit; provided, however, that in such no event shall Seller be required to execute or deliver any owner’s title affidavit that includes any indemnity obligations, or that contains statements or representations that are solely and exclusively for the benefit of the Title Company, and not Buyer, and that Buyer shall have no right qualified to rely on such title affidavit or any of the statements, representations or warranties set forth thereinSeller’s actual knowledge. It shall be a condition to Buyer’s obligation to close the Escrow that the Title Company not be irrevocably committed unwilling or unable to issue deliver to Buyer as of the Closing its irrevocable commitment to issue to Buyer its Title Policy consistent in all material respects with the Pro Forma Policy issued to Buyer commitment, if any, made by the Title Company as of the Approval Date, subject to New Exceptions approved by Buyer. For the avoidance of doubt, and without limiting the foregoing, if if, as of the delivery of the Approval Notice Notice, Buyer is negotiating with the Title Company as to the terms, coverage or endorsements to the Pro Forma Policy, or has not obtained a Pro Forma Title Policy, it shall not be a condition to Buyer’s obligation to close Escrow that the Title Company agree to such requests by Buyer or provide the coverage or assurances sought by Buyer. If If, prior to the Approval Date Date, Buyer fails to obtain a Pro Forma Title Policy commitment from the Title Company generally or as to any particular exception or term of the Title Policy sought by Buyer, Buyer shall be deemed, as of giving of the Approval DateNotice, to have waived objections to such matters (notwithstanding any further efforts to address such issues with the Title Company, and notwithstanding any agreement by Seller to cooperate with Buyer or the Title Company in addressing such matters) and approved all exceptions to title other than Monetary Liens and subsequent New Exceptions first appearing after the Approval DateExceptions.

Title Commitment during Due Diligence Period. Buyer shall be responsible use diligent, good faith efforts to obtain from the Title Company no later than the end of the Due Diligence Period, a pro forma title policy with such assurances and commitments as to policy form, coverage and endorsements as Buyer may request for the Title Policy (the “Pro Forma Policy”). Delivery of the Approval Notice to Seller prior to the end of the Due Diligence Period shall constitute Buyer’s approval of all matters affecting title to the PropertiesProperty, including any such matters as are shown on the Survey, subject to Buyer’s rights under Section 4(h) and any New Exceptions discovered by Buyer prior to the delivery of the Approval NoticeExceptions. Buyer may elect to obtain an owner’s ALTA extended coverage title insurance policy, and such endorsements as Buyer Purchase and Sale Agreement 941120.4 may require, at Buyer’s cost. Seller shall execute and deliver to the Title Company the form of owner’s title affidavit attached set forth in Exhibit G to this Agreement as Exhibit H (which form was previously approved by the Title Company as sufficient to support the issuance of extended coverage title insurance to buyers of property located within the same project as the Properties) with such modifications as may reasonably be required in order to allow the Title Company to remove any exceptions which Seller is obligated to remove pursuant to the terms of this Section 4(h). Buyer acknowledges that notwithstanding anything in this Agreement to the contrary, including without limitation the incorporation of the exhibits to this Agreement into this Agreement, the statements, representations and warranties in such title affidavit are solely and exclusively for the benefit of the Title Company, and not Buyer, and that Buyer shall have no right to rely on such title affidavit or any of the statements, representations or warranties set forth therein. It shall be a condition to Buyer’s obligation to close the Escrow that the Title Company not be irrevocably committed unwilling or unable to issue deliver to Buyer as of the Closing its irrevocable commitment to issue to Buyer its Title Policy consistent in all material respects with the Pro Forma Policy issued to Buyer commitment, if any, made by the Title Company as of the Approval Date, subject to New Exceptions approved by Buyer. For the avoidance of doubt, and without limiting the foregoing, if if, as of the delivery of the Approval Notice Notice, Buyer is negotiating with the Title Company as to the terms, coverage or endorsements to the Pro Forma Policy, or has not obtained a Pro Forma Title Policy, it shall not be a condition to Buyer’s obligation to close Escrow that the Title Company agree to such requests by Buyer or provide the coverage or assurances sought by Buyer. If If, prior to the Approval Date Date, Buyer fails to obtain a Pro Forma Title Policy commitment from the Title Company generally or as to any particular exception or term of the Title Policy sought by Buyer, Buyer shall be deemed, as of the Approval Date, to have waived objections to such matters (notwithstanding any further efforts to address such issues with the Title Company, and notwithstanding any agreement by Seller to cooperate with Buyer or the Title Company in addressing such matters) and approved all exceptions to title other than Monetary Liens and subsequent New Exceptions first appearing after the Approval DateExceptions.

Title Commitment during Due Diligence Period. Buyer shall be responsible use diligent, good faith efforts to obtain from the Title Company no later than the end of the Due Diligence Period, a pro forma title policy with such assurances and commitments as to policy form, coverage and endorsements as Buyer may request for the Title Policy (the “Pro Forma Policy”). Delivery of the Approval Notice to Seller prior to the end of the Due Diligence Period shall constitute Buyer’s approval of all matters affecting title to the PropertiesProperty, including any such matters as are shown on the Survey, subject to Buyer’s rights under Section 4(h) and any New Exceptions discovered by Buyer prior to the delivery of the Approval NoticeExceptions. Buyer may elect to obtain an owner’s ALTA extended coverage title insurance policy, and such endorsements as Buyer may require, at Buyer’s cost. Seller shall execute and deliver to the Title Company the form of an owner’s title affidavit in the form attached to this Agreement hereto as Exhibit H (H, which form was previously approved by the Title Company as sufficient to support the issuance of extended coverage title insurance to buyers of property located within the same project as the Properties) with such modifications as may reasonably be required in order to allow the Title Company to remove any exceptions which Seller is obligated to remove pursuant to the terms of this Section 4(h). Buyer acknowledges that notwithstanding anything in this Agreement to the contrary, including without limitation the incorporation of the exhibits to this Agreement into this Agreement, the statements, representations and warranties in such title affidavit are solely and exclusively for the benefit of the Title Company, and not Buyer, and that Buyer shall have no right to rely on such title affidavit or any of the statements, representations or warranties set forth thereinhas approved. It shall be a condition to Buyer’s obligation to close the Escrow that the Title Company not be irrevocably committed unwilling or unable to issue deliver to Buyer as of the Closing its irrevocable commitment to issue to Buyer its Title Policy consistent in all material respects with the Pro Forma Policy issued to Buyer commitment made by the Title Company as of the Approval Date, subject to New Exceptions approved by Buyer. For the avoidance of doubt, and without limiting the foregoing, if as of the delivery of the Approval Notice Buyer is negotiating with the Title Company as to the terms, coverage or endorsements to the Pro Forma Policy, or has not obtained a Pro Forma Policy, it shall not be a condition to Buyer’s obligation to close Escrow that the Title Company agree to such requests by Buyer or provide the coverage or assurances sought by Buyer. If prior to the Approval Date Buyer fails to obtain a Pro Forma Title Policy commitment from the Title Company generally or as prior to any particular exception or term of the Title Policy sought by BuyerApproval Date, Buyer shall be deemed, as of the Approval Date, to have waived objections to such matters (notwithstanding any further efforts to address such issues with the Title Company, and notwithstanding any agreement by Seller to cooperate with Buyer or the Title Company in addressing such matters) and approved all exceptions to title other than Monetary Liens and subsequent New Exceptions first appearing after the Approval DateExceptions, subject to Buyer’s rights under Section 4(h), above.

Title Commitment during Due Diligence Period. Buyer shall be responsible use diligent, good faith efforts to obtain from the Title Company no later than the end of the Due Diligence Period, a pro forma title policy with such assurances and commitments as to policy form, coverage and endorsements as Buyer may request for the Title Policy (the “Pro Forma Policy”). Delivery of the Approval Notice to Seller prior to the end of the Due Diligence Period shall constitute Buyer’s approval of all matters affecting title to the PropertiesProperty, including any such matters as are shown on the Survey, subject to Buyer’s rights under Section 4(h) and any New Exceptions discovered by Buyer prior to the delivery of the Approval NoticeExceptions. Buyer may elect to obtain an owner’s ALTA extended coverage title insurance policy, and such endorsements as Buyer may require, at Buyer’s cost. Seller shall execute and deliver to the Title Company the form of owner’s title affidavit attached set forth in Exhibit H to this Agreement as Exhibit H (which form was previously approved by the Title Company as sufficient to support the issuance of extended coverage title insurance to buyers of property located within the same project as the Properties) with such modifications as may reasonably be required in order to allow the Title Company to remove any exceptions which Seller is obligated to remove pursuant to the terms of this Section 4(h). Buyer acknowledges that notwithstanding anything in this Agreement to the contrary, including without limitation the incorporation of the exhibits to this Agreement into this Agreement, the statements, representations and warranties in such title affidavit are solely and exclusively for the benefit of the Title Company, and not Buyer, and that Buyer shall have no right to rely on such title affidavit or any of the statements, representations or warranties set forth therein. It shall be a condition to Buyer’s obligation to close the Escrow that the Title Company not be irrevocably committed unwilling or unable to issue deliver to Buyer as of the Closing its irrevocable commitment to issue to Buyer its Title Policy consistent in all material respects with the Pro Forma Policy issued to Buyer commitment, if any, made by the Title Company as of the Approval Date, subject to New Exceptions approved by Buyer. For the avoidance of doubt, and without limiting the foregoing, if if, as of the delivery of the Approval Notice Notice, Buyer is negotiating with the Title Company as to the terms, coverage or endorsements to the Pro Forma Policy, or has not obtained a Pro Forma Title Policy, it shall not be a condition to Buyer’s obligation to close Escrow that the Title Company agree to such requests by Buyer or provide the coverage or assurances sought by Buyer. If If, prior to the Approval Date Date, Buyer fails to obtain a Pro Forma Title Policy commitment from the Title Company generally or as to any particular exception or term of the Title Policy sought by Buyer, Buyer shall be deemed, as of the delivery of the Approval DateNotice, to have waived objections to such matters (notwithstanding any further efforts to address such issues with the Title Company, and notwithstanding any agreement by Seller to cooperate with Buyer or the Title Company in addressing such matters) and approved all exceptions to title other than Monetary Liens and subsequent New Exceptions first appearing after the Approval DateExceptions.