Common use of Title Commitment Clause in Contracts

Title Commitment. Buyer shall, at its sole cost and expense, obtain from a title insurance company chosen by Buyer, a commitment (the "Title Commitment") to issue an American Land Title Association Owner's Title Insurance Policy (ALTA Form B, Rev. 2006) (the “Title Policy"), certified to at least the Effective Date of this Agreement, in the full amount of the Purchase Price. To be acceptable to Buyer, the Title Commitment shall show in Seller good and marketable title to the Property, and shall commit to insure said title free and clear of the standard printed exceptions contained in Schedule B of the Title Commitment and Title Policy and free and clear of all liens, charges, encumbrances and clouds of title, whatsoever, except the following: (a) those created or assumed by Buyer; (b) zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes which are a lien on the Property but which are not yet due and payable; and (d) easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress or any other appurtenances to the Property and provide insurance coverage in respect to all of such appurtenant rights; and (iv) include the results of a special tax search and examination for any financing statements filed of record which may affect the Property.

Title Commitment. Buyer shallSeller, at its sole cost and Seller’s expense, obtain from a will provide Purchaser an updated title insurance company chosen by Buyer, a commitment within fifteen (15) days of the "Title Commitment") to issue an American Land Title Association Owner's Title Insurance Policy (ALTA Form B, Rev. 2006) effective date of this contract (the “Title Policy"Commitment”), certified to at least issued by Title Company describing the Effective Date Land (which legal description, as determined by the Survey referenced in Section 2.3 herein below, shall be incorporated into this Agreement and used in all closing documents), specifying Purchaser or its assignee as the prospective named insured, showing the Purchase Price as the prospective policy amount, showing the status of this Agreement, in the full amount title of the Purchase Price. To be acceptable to BuyerLand and all exceptions (including, the Title Commitment shall show in Seller good and marketable title to the Propertybut not limited to, and shall commit to insure said title free and clear of the standard printed exceptions contained in Schedule B of the Title Commitment and Title Policy and free and clear of all liens, charges, encumbrances and clouds of title, whatsoever, except the following: (a) those created or assumed by Buyer; (b) zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes which are a lien on the Property but which are not yet due and payable; and (d) easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmativedeclarations, restrictions, rights-of-way, ingress or egress or any covenants, reservations, encumbrances, liens and other appurtenances conditions, if any, affecting the Land) which would appear in an Owner Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein including copies of tax certificates covering all taxes affecting the Property. With regard to the Property standard printed exceptions and other exceptions commonly included in title commitments, the exception for areas and boundaries shall (at Seller’s expense) be endorsed to provide insurance coverage that the exception shall be amended at Closing to except only to “Shortages in respect Area” upon receipt from Seller of a survey acceptable to all the Title Company and the applicable premium therefor paid by Purchaser; no exceptions shall be permissible for parties in possession, except pursuant to recorded leases; the exception for restrictive covenants shall be deleted or endorsed “None of such appurtenant rightsRecord except... (with an express description by applicable recording data of those restrictive covenants and declarations of covenants affecting the Land)”; the exception for taxes shall be limited to standby fees and taxes owing for the year in which the Closing occurs and subsequent years and subsequent assessments for prior years due to changes in land use of the Property; there shall be no exception for any lien for service, labor or materials heretofore or hereafter provided, imposed by law and not shown by the public records; and there shall be no general exception for visible and apparent easements or roads and highways or similar items (iv) include with any such specific exception to be specifically referenced to, and shown on, the results of a special tax search Survey described in Section 2.3 and examination for also identified by any financing statements filed of record which may affect the Propertyapplicable recording data).

Title Commitment. Buyer No later than twenty (20) Business Days following the execution of this Agreement, Seller shall, at its sole own cost and expense, obtain from provide Buyer with (i) a recent survey of the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Surveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company chosen by Buyer, a commitment (the "Title Commitment") reasonably acceptable to issue an American Land Title Association Owner's Title Insurance Policy (ALTA Form B, Rev. 2006) Buyer and Seller (the “Title Policy"), certified to at least Company”) covering the Effective Date of this Agreement, in the full amount Real Estate owned by Seller or any of the Purchase Price. To be acceptable to Buyer, the Title Commitment shall show in Seller good and marketable title to the Property, and shall commit to insure said title free and clear Companies or any of the standard printed exceptions contained in Schedule B of Operating Subsidiaries (the “Title Commitment Commitment”) and Title Policy and free and clear of all liens, charges, encumbrances and clouds of title, whatsoever, except the following: (a) those created or assumed by Buyer; (b) zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes which are a lien on the Property but which are not yet due and payable; and (d) easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully copies of all documents referenced as exceptions to title in the Title Commitment. Seller shall not be obligated to furnish any policy of title insurance issued by the Title Company or otherwise in respect of any portion of the Real Estate (a “Title Policy”), and completely disclose all easements, negative it shall not be a requirement of or affirmative, rights-of-way, ingress condition to the Closing that Buyer obtain or egress be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other appurtenances special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Agreement to the Property and provide insurance coverage in respect to contrary notwithstanding, at Closing Seller shall quitclaim all of Seller’s right, title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable Title Company such appurtenant rights; surveys, certificates, acknowledgements or other documents as shall be reasonably required by such Title Company in order for such Title Company to issue Title Policies free of any and all Liens (ivother than Permitted Encumbrances) include the results of a special tax search and examination for any financing statements filed of record which may affect the Propertyissue customary title endorsements.

Title Commitment. Prior to Closing, Seller shall furnish to Buyer shall, at its sole cost and the parties' expense, obtain from equally shared a standard ALTA Form 1992 commitment for an owner's policy of title insurance company chosen by Buyer, a commitment (the "Title Commitment") to issue an American Land Title Association Owner's Title Insurance Policy (ALTA Form B, Rev. 2006) (the “Title Policy"), certified together with a copy of each document referenced in said commitments, issued by a title company selected by Buyer ("Title Company") in an amount determined by Buyer prior to at least the Effective Date of this Agreement, in the full amount of the Purchase Price. To be Closing and reasonably acceptable to Buyer, the Title Commitment shall show in Seller as to each Owned Property being conveyed insuring good and marketable title to the Property, thereto (expressly including all easements and shall commit to insure said title free other appurtenances) and clear including extended coverage deleting all of the standard printed exceptions contained exceptions, nonimputation endorsements and containing such additional endorsements as Buyer shall reasonably request; PROVIDED that Buyer shall bear all incremental premium expense for such endorsements to the extent such expense exceeds ten thousand dollars ($10,000) in Schedule B of the aggregate. Seller agrees to provide the Title Company with such affidavits, certificates or indemnitees as the Title Company may reasonably require to issue the above-referenced Title Commitment and corresponding title policy. Seller shall also cooperate with Buyer to enable Buyer to obtain, at Buyer's expense, not less than ten (10) Business Days prior to closing, surveys of each Owned Property prepared in accordance with current ALTA/ASCM standards, certified to Buyer and the Title Policy Company each dated no more than ninety (90) days prior to Closing and free and clear of all lienscontaining a detailed legal description, charges, encumbrances and clouds of title, whatsoever, except the following: (a) those created or assumed such ALTA/ASCM Table A requirements as may be requested by Buyer; (b) zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyera surveyor's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes which are a lien on the Property but which are not yet due and payable; and (d) easements and restrictions of record certificate acceptable to Buyer and the Title Company and prepared by a surveyor satisfactory to Buyer licensed to practice in the state where the Owned Property is located. Buyer shall have ten (10) Business Days after receipt of said Title Commitments and surveys in which do not interfere with the Buyer's proposed development and operation of the Propertyto raise title objections as to any material matters. For title to the Property to be acceptable to If such objections are raised by Buyer, then Seller shall have fifteen (15) days from the Title Commitment must (i) commit date such objections are raised to insure that all parcels of land cure the same and the Closing Date shall be extended accordingly. If objections are contiguous, if not satisfied by the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the extended Closing Date, this Agreement shall terminate unless Buyer elects to waive the Property shall have direct access to dedicated public highways that abut unsatisfied objections and consummate the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress or any other appurtenances to the Property and provide insurance coverage in respect to all of such appurtenant rights; and (iv) include the results of a special tax search and examination for any financing statements filed of record which may affect the PropertyTransactions.

Title Commitment. Within five (5) days after the execution of this Agreement, Buyer shall, at its sole cost and expense, obtain from a shall order commitments for owner’s policies of title insurance company chosen by Buyer, a commitment (the "Title Commitment") to issue an American Land Title Association Owner's Title Insurance Policy (ALTA Form B, Rev. 2006) (the “Title Policy"), certified to at least the Effective Date of this Agreement, in the full amount of the Purchase Price. To be acceptable to Buyer, Commitment”) issued by the Title Commitment shall show in Seller good and marketable Insurer covering fee simple title to the Property, and in which the Title Insurer shall commit agree to insure said insure, in such amount as Buyer deems adequate, merchantable title to such interests free and clear of from the Schedule B standard printed exceptions contained in Schedule B (to the extent Buyer complies with the necessary requirements to remove them such as obtaining an appropriate ALTA survey) and all other exceptions except for (i) exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the title commitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. Seller will provide Buyer with copies of any existing boundary surveys for the Property. Buyer may order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. If (i) any update to the Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer in Buyer’s sole discretion, or (ii) the Survey to be obtained by Buyer pursuant to this Section discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the earlier of five (5) days before the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to title that is (x) disclosed in the Title Policy and free and clear Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall, within ten (10) days after receipt of any such Title Notice, notify Buyer whether Seller will take the action necessary to remove the Title Defects. On or before the Closing, Seller shall provide Buyer with reasonable evidence of removal of the items it notifies Buyer that it will cure (the “Agreed Upon Title Defects”). Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (w) all liensmechanics’, chargesmaterialmen’s, encumbrances and clouds of titlerepairmen’s, whatsoever, except the following: (a) those created contractors’ or assumed by Buyer; (b) zoning ordinances, legal highways and public rights-of-way other similar Liens which do not interfere with Buyer's proposed development and operation of encumber the Property as a retail grocery storeof the Effective Date created by, including through or under Seller or which may be filed against the sale of alcoholic beverages for off- Property consumption after the Effective Date created by, through or under Seller and on or prior to the extent permitted by law; Closing Date (cx) real estate taxes which are a lien on all mortgages, security deeds, and other security instruments, except for the Property but which are not yet Existing Mortgages, (y) all Taxes due and payable; and (d) easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (iiz) commit to insure that on all judgments against the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress or any other appurtenances to the Property and provide insurance coverage in respect to all of such appurtenant rights; and (iv) include the results of a special tax search and examination for any financing statements filed of record Seller which may affect the Propertyconstitute a Lien.

Title Commitment. Within five (5) days after the execution of this Agreement, Buyer shall, at its sole cost and expense, obtain from a shall order commitments for owner’s policies of title insurance company chosen by Buyer, a commitment (the "Title Commitment") to issue an American Land Title Association Owner's Title Insurance Policy (ALTA Form B, Rev. 2006) (the “Title Policy"), certified to at least the Effective Date of this Agreement, in the full amount of the Purchase Price. To be acceptable to Buyer, Commitment”) issued by the Title Commitment shall show in Seller good and marketable Insurer covering fee simple title to the Property, and in which the Title Insurer shall commit agree to insure said insure, in such amount as Buyer deems adequate, merchantable title to such interests free and clear of from the Schedule B standard printed exceptions contained in Schedule B (to the extent Buyer complies with the necessary requirements to remove them such as obtaining an appropriate ALTA survey) and all other exceptions except for (i) exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the title commitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. Seller will provide Buyer with copies of any existing boundary surveys for the Property. Buyer may order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. If (i) any update to the Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer in Buyer’s sole discretion, or (ii) the Survey to be obtained by Buyer pursuant to this Section discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the earlier of five (5) days before the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to title that is (x) disclosed in the Title Policy and free and clear Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall, within ten (10) days after receipt of any such Title Notice, notify Buyer whether Seller will take the action necessary to remove the Title Defects. On or before the Closing, Seller shall provide Buyer with reasonable evidence of removal of the items it notifies Buyer that it will cure (the “Agreed Upon Title Defects”). Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (w) all liensmechanics’, chargesmaterialmen’s, encumbrances and clouds of titlerepairmen’s, whatsoever, except the following: (a) those created contractors’ or assumed by Buyer; (b) zoning ordinances, legal highways and public rights-of-way other similar Liens which do not interfere with Buyer's proposed development and operation of encumber the Property as a retail grocery storeof the Effective Date created by, including through or under Seller or which may be filed against the sale of alcoholic beverages for off- Property consumption after the Effective Date created by, through or under Seller and on or prior to the extent permitted by law; Closing Date (cx) real estate taxes which are a lien on the Property but which are not yet all mortgages, security deeds, and other security instruments, (y) all Taxes due and payable; and (d) easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (iiz) commit to insure that on all judgments against the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress or any other appurtenances to the Property and provide insurance coverage in respect to all of such appurtenant rights; and (iv) include the results of a special tax search and examination for any financing statements filed of record Seller which may affect the Propertyconstitute a Lien.

Title Commitment. Buyer shall, at its sole cost and expense, The Purchaser may obtain a commitment (a "Title Commitment") from a title insurance company chosen by Buyer, a commitment licensed to do business in the State of Ohio (the "“Title Commitment"Company”) to issue an American Land Title Association ALTA Owner's Title Insurance Policy (ALTA Form B, Rev. 20066/17/06) (the “Title Policy"), certified to at least the Effective Date of this Agreement, in the full amount of the Purchase PricePrice of the Premises (the "Title Policy"). To The cost of the Title Policy shall be acceptable paid by the Purchaser. The Title Commitment will be certified to Buyerthe Effective Date and will include copies of all recorded documents evidencing title exceptions raised in Schedule B of the Title Commitment. On or before the date of Closing, the Title Commitment shall must show in Seller the City good and marketable title to the PropertyPremises, and shall commit to insure said title free and clear of the standard printed exceptions except for the standard printed exceptions contained in the final form of the Schedule B of the Title Commitment and Title Policy Policy, and free and clear of all liens, charges, encumbrances and clouds of title, whatsoever, except the following:following (collectively, the "Permitted Encumbrances"): (a) those a. Those created or assumed by Buyer;the Purchaser; and (b) zoning b. Zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation the Purchaser’s intended use of the Property as a retail grocery storePremises; and c. Real estate taxes, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes if any, which are a lien on the Property Premises but which are not yet due and payable; and (d) easements d. Easements and restrictions of record acceptable to Buyer the Purchaser which do not interfere with the Buyer's proposed development and operation Purchaser’s anticipated use of the Property. For title Premises, which shall be reflected in the final form of Schedule B to the Property to be acceptable to Buyer, the Title Policy. The Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress or any other appurtenances to the Property Premises, and shall provide insurance coverage in respect to all of such appurtenant rights; and (iv) . The Title Commitment shall include the results of a special tax search and examination for any financing statements filed of record which may affect the PropertyPremises. As used herein, Title Company means Multistate Title Agency, LLC, 3300 Great American Tower, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000.

Title Commitment. Buyer shallhas received a title commitment from the Title Company (“Title Commitment”) for the issuance of an Owner's Policy of Title Insurance in the amount of the Allocated Amount to the Buyer from the Title Company, together with legible copies of all documents constituting exceptions to Seller's title as reflected in the Title Commitment. Seller shall cause to be issued and delivered to Buyer, at its sole cost Seller’s expense (except for the costs of any endorsements desired by Buyer and expenseavailable from the Title Company (defined below), obtain from a which extra costs shall be borne by Buyer), an ALTA standard coverage owner’s policy of title insurance company chosen by Buyer, a commitment (dated as of the "Title Commitment") to issue an American Land Title Association Owner's Title Insurance Policy (ALTA Form B, Rev. 2006) Closing Date respecting the Real Property (the “Title Policy"”) and conforming to the following specifications: A. The form of the Title Policy will be in such owner’s form as may be available from the Title Company and reasonably acceptable to Buyer; B. The Title Policy will be issued by the Title Company; C. The insured will be Buyer (or assigns), certified to at least the Effective Date of this Agreement, ; D. The Title Policy will be in the full amount of the Purchase PriceAllocated Amount; and E. There will be no exceptions to coverage other than the Permitted Exceptions (as defined below). To be acceptable to BuyerWithout limiting the generality of the foregoing provisions, the Title Commitment Policy shall show in Seller good and marketable title not contain exceptions with respect to the Property, and shall commit to insure said title free and clear any of the standard printed exceptions contained in Schedule B of the Title Commitment and Title Policy and free and clear of all liens, charges, encumbrances and clouds of title, whatsoever, following (except the following: (a) those created or assumed by Buyer; (b) zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by lawthey become Permitted Exceptions): A. rights or claims of parties in possession; (c) real estate taxes which are a lien on the Property but which are not yet due and payable; and (d) easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to BuyerB. encroachments, the Title Commitment must (i) commit to insure that all parcels of land are contiguousoverlaps, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress boundary line disputes or any other appurtenances matters which would be disclosed by an accurate survey or inspection; C. easements or claims of easements not shown by the public records; D. any lien, or right to a lien, for services, labor or materials furnished (other than those caused by Buyer); or E. taxes or installments of assessments due and payable as of the Property and provide insurance coverage in respect to all of such appurtenant rights; and Closing Date (iv) include the results of a special tax search and examination for any financing statements filed of record which may affect the Propertyexcept as prorated hereunder).

Title Commitment. Buyer shallPrior to the Contract Date, at its sole cost and expenseAcquiror shall have obtained title commitment, obtain from a together with copies of all recorded documents evidencing title exceptions raised in Schedule B thereof (the “Title Commitment”) issued by Guaranty Commercial Title Inc., as agent for Xxxxxxx Title Insurance Company (the “Title Company”), for an owner’s title insurance company chosen by Buyer, a commitment (the "Title Commitment") to issue an American Land Title Association Owner's Title Insurance Policy (ALTA Form B, Rev. 2006) policy (the “Title Policy"”), certified with respect to at least the Effective Date of this Agreement, Project. It shall be an Acquiror’s Condition Precedent that the Title Policy (or “marked-up” title commitment) shall be in the form described in this Section 7.2 and have all standard and general printed exceptions deleted so as to afford full amount of “extended form coverage” (to the Purchase Priceextent available in the applicable jurisdiction), and, if and to the extent allowable or available in the applicable jurisdiction, shall further include an owner’s comprehensive endorsement, ALTA Zoning Endorsement No. To be acceptable 3.1 (including parking); an endorsement certifying that the bills for the real estate taxes pertaining to Buyerthe Land and Improvements do not include taxes pertaining to any other real estate; an access endorsement; a contiguity endorsement, if applicable; a subdivision or plat act endorsement; a survey endorsement; and other such commercially reasonable endorsements as Acquiror may require. As an Acquiror’s Condition Precedent, the Title Commitment shall show in Seller good be later-dated to cover the Closing and marketable the recording of the Warranty Deed, and the Title Company shall deliver a profroma Title Policy (or “marked-up” title commitment) to Acquiror concurrently with the Closing. All costs and expenses relating to the PropertyTitle Commitment shall be paid by Contributor, including, without limitation, search, continuation and shall commit to insure said title free and clear of the standard printed exceptions contained in Schedule B update fees. The cost of the Title Commitment Policy shall be paid by Acquiror, including, without limitation, all title insurance premiums and Title Policy and free and clear of all liens, charges, encumbrances and clouds of title, whatsoever, except the following: (a) those created or assumed by Buyer; (b) zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes which are a lien on the Property but which are not yet due and payable; and (d) easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress or any other appurtenances to the Property and provide insurance coverage in respect to all of such appurtenant rights; and (iv) include the results of a special tax search and examination for any financing statements filed of record which may affect the Propertyendorsements.

Title Commitment. Buyer shallSellers hereby agree that Sellers shall not, at its sole cost after the Agreement Date and expenseprior to Closing, obtain from take any action affecting title to the Property (except for (i) the New Tenant Leases and Modifications and memoranda thereof, and (ii) actions effectuating the release of liens or encumbrances) unless consented to by Purchaser. Purchaser acknowledges that Sellers have (a) caused the Title Company to issue to Purchaser a current commitment for a Texas standard form policy of owner’s title insurance company chosen by Buyer, a commitment (the "“Title Commitment"”) setting forth the state of title to the Property (other than the Personal Property) and committing the Title Company to issue to Purchaser an American Land Title Association Owner's Title Insurance Policy owner’s policy of title insurance insuring Purchaser’s fee simple interest in the Property (ALTA Form B, Rev. 2006other than the Personal Property) in the amount of the Purchase Price and with such endorsements as Purchaser desires (the “Title Policy"”), certified to at least the Effective Date of this Agreement, in the full amount of the Purchase Price. To be acceptable to Buyer, the Title Commitment shall show in Seller good and marketable title to the Property, and shall commit to insure said title free and clear of the standard printed exceptions contained in Schedule B (b) delivered a copy of the Title Commitment to Purchaser and caused the Title Policy and free and clear Company to deliver to Purchaser a copy of all lienstitle documents that are referred to in the Title Commitment, charges, encumbrances and clouds of title, whatsoever, except the following: (a) those created or assumed by Buyer; (b) zoning ordinances, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes which are delivered to Purchaser a lien on the Property but which are not yet due and payable; and (d) easements and restrictions current “as-built” survey of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation each of the Property. For title MB Properties and Land Sites, dated not earlier than sixty (60) days prior to Closing, which surveys comply with Purchaser’s survey requirements in Exhibit 9.1 attached hereto, prepared by a licensed land surveyor in the Property State, and be keyed to be acceptable to Buyer, the Title Commitment must (i) commit collectively, the “Survey”). Notwithstanding anything to insure that all parcels the contrary herein, at the request of land are contiguousPurchaser, if Sellers shall execute and deliver to Purchaser a quit claim deed using the metes and bounds legal description for created by the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress or any other appurtenances to the Property and provide insurance coverage in respect to all of such appurtenant rights; and (iv) include the results of a special tax search and examination for any financing statements filed of record which may affect the Propertysurveyor.

Title Commitment. Buyer shallSeller shall cause to be furnished to Buyer, at its Buyer's sole cost and expense, obtain from a current ALTA title insurance company chosen by Buyer, a commitment (the "Title CommitmentTITLE COMMITMENT") issued by a nationally recognized title insurance company reasonably acceptable to issue an American Land Title Association Owner's Title Insurance Policy (ALTA Form B, Rev. 2006) both parties (the “Title Policy"TITLE COMPANY"), certified together with legible copies of all exceptions to at least the Effective Date of this Agreement, in the full amount of the Purchase Pricetitle referenced therein. To be acceptable to Buyer, the The Title Commitment shall show in Seller good and marketable set forth the state of title to the Real Property, and shall commit together with all exceptions or conditions to insure said title free and clear of the standard printed exceptions contained in Schedule B of the Title Commitment and Title Policy and free and clear of all liens, charges, encumbrances and clouds of such title, whatsoeverincluding, except the following: (a) those created or assumed by Buyer; (b) zoning ordinanceswithout limitation, legal highways and public rights-of-way which do not interfere with Buyer's proposed development and operation of the Property as a retail grocery store, including the sale of alcoholic beverages for off- Property consumption to the extent permitted by law; (c) real estate taxes which are a lien on the Property but which are not yet due and payable; and (d) easements and restrictions of record acceptable to Buyer which do not interfere with the Buyer's proposed development and operation of the Property. For title to the Property to be acceptable to Buyer, the Title Commitment must (i) commit to insure that all parcels of land are contiguous, if the legal description for the Property includes more than one parcel, and that there are no gaps nor gores among them; (ii) commit to insure that on the Closing Date, the Property shall have direct access to dedicated public highways that abut the Property; (iii) fully and completely disclose all easements, negative or affirmativerestrictions, rights-of-way, ingress covenants, reservations, and all other encumbrances affecting the Real Property which would appear in an owner's title policy, if issued. The Title Commitment shall contain the express commitment of the Title Company to issue an owners' (or egress or any other appurtenances leasehold, as appropriate) title policy (the "TITLE POLICY") to Buyer in an amount equal to that portion of the Purchase Price allocated to the Real Property as improved, insuring good, marketable and merchantable fee simple (full ownership), or leasehold, as the case may be, title to the owned Real Property. The Title Commitment shall provide insurance that the Title Policy when issued shall have all Standard and General Exceptions deleted so as to afford full "extended form coverage," except for the standard exception as to taxes which shall be limited to taxes for the current and subsequent years "not yet due and payable," and shall contain such endorsements or other affirmative coverage that the Buyer may reasonably require. At Closing, the Seller shall cause the Title Commitment to be later-dated and the so-called "gap" exception to be deleted to cover the Closing and the recording of the deeds to be delivered at Closing and shall cause the Title Company to deliver to Buyer a marked Title Commitment or pro forma Title Policy, with endorsements, as directed by Buyer. The Title Policy shall show that the owned Real Property is free -29- 39 from all liens, liabilities, encumbrances and defects in respect title other than the Permitted Encumbrances. In the event Buyer requests, and at Buyer's expense, the Title Company shall issue a mortgage title policy in an amount up to all the Purchase Price which is allocated to the owned Real Property as improved, at simultaneous issue rates. Seller shall execute such certificates and affidavits as may be reasonably required in connection with the issuance of such appurtenant rights; the Title Policy and (iv) include the results of a special tax search and examination for any financing statements filed of record which may affect the Propertyendorsements.