Title Commitments and Policies Clause Samples
Title Commitments and Policies. After the execution of this Agreement, Seller will obtain, at its expense, (a) within ten (10) Business Days after the date of this Agreement, current commitments from a title insurance company reasonably acceptable to Buyer (the "TITLE COMPANY") for owner's title insurance policies on the 1997 ALTA owner's form for all Real Property owned by Seller, and current leasehold title policy commitments for lessee's title insurance policies for all Real Property leased by Seller which is used for headend or tower sites (the "TITLE POLICIES") and (b) as soon as practicable, surveys of each parcel of Real Property containing such items as are necessary to obtain the Title Policies to be issued pursuant to the title commitments provided by Seller (the "TITLE COMMITMENTS") in the full amount of the Purchase Price allocated to such Real Property with the standard printed exceptions relating to survey matters deleted (the "SURVEYS"), certified to Buyer, the LLC and to the Title Company issuing a Title Policy, and such affidavits, to the extent such affidavits are factually accurate, as are required by the Title Company in order to delete the standard printed exceptions relating to mechanics liens and the interests of other parties in possession. If Buyer notifies Seller within five (5) Business Days following its receipt of both the Title Commitments and Survey for all the Real Property of any Encumbrance (other than a Permitted Encumbrance) or other matter affecting title to Real Property which prevents access to or which could prevent or impede in any way the use or operation of any parcel of Real Property for the purposes for which it is currently used or operated by Seller (other than a Permitted Encumbrance) (a "TITLE DEFECT"), then Seller will (i) use commercially reasonable efforts to remove such Title Defect or (ii) with the consent of the objecting party, cause the Title Company to commit to insure over each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if Buyer elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, Buyer and Seller will enter into a written agreement at Closing containing the commitment of Seller to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to Buyer, ...
Title Commitments and Policies. Buyer may order an update of title in order for First American Title Insurance Company (“Title Company”) to issue title commitments (collectively, “Commitments”) for the Properties, together with copies of all documents shown as title exceptions in the Commitments (“Title Documents”). Buyer acknowledges that it is familiar with the title to the Properties and except for any (i) mortgage, deed of trust, deed to secure debt, assignment of leases and rents, negative pledge, financing statement and similar instruments encumbering all or any portion of the Properties (other than first priority mortgages, deeds of trusts, deeds to secure debt, assignments of leases and rents, negative pledges, financing statements and similar instruments encumbering all or any portion of the Properties securing the Assumable Loans), (ii) mechanic’s, materialmen’s, broker’s or similar lien created or caused by the Owning Entities (unless resulting from any act or omission of Buyer) and (iii) judgment or other monetary lien filed against the Owning Entities (collectively, “Liens”), which the Owning Entities shall satisfy at Closing, CPA:14 and the Owning Entities shall have no obligation to eliminate or cure any other title exceptions, and Buyer will proceed to Closing subject to all other matters affecting the title to the Properties.
Title Commitments and Policies. The PC Entities shall provide to the Company title commitments from the Title Company for the issuance of one or more Title Policies on the Timberlands (individually, a “Title Commitment” and collectively, the “Title Commitments”). At the Closing, the Company shall purchase from the Title Company an aggregate amount of title insurance on the Timberlands in an amount not less than the sum of the PC Contribution Amount and the Purchase Price (allocated by county and/or state, as applicable) and allocated to the Conveyed Assets using the standard 1992 ALTA owner’s title insurance policy (or such other comparable form of title insurance policy as is available in the jurisdictions in which the Timberlands are located) (the “Title Policies”).
Title Commitments and Policies. Buyer may order an update of title in order for Fidelity National Title Insurance Company (“Title Company”) to issue title commitments (collectively, “Commitments”) for the Properties, together with copies of all documents shown as title exceptions in the Commitments (“Title Documents”). Buyer acknowledges that it is familiar with the title to the Properties and except for any mortgage/deed of trust (other than first priority mortgages/deeds of trusts securing the Assumable Loans), judgment or other monetary lien created or caused by Sellers (collectively, “Liens”), which Sellers shall satisfy at Closing, Sellers shall have no obligation to eliminate or cure any other title exceptions, and Buyer will proceed to Closing subject to all other matters affecting the title to the Properties.
Title Commitments and Policies. Each Seller acknowledges that Buyer shall have the right to obtain, at Buyer's own cost and expense, commitments for title insurance and title policies for all the Real Property at or after the Closing Date. Each Seller agrees to cooperate in a commercially reasonable manner with Buyer in connection with Buyer's efforts to obtain such commitments and policies, if any, but at no cost or expense to Sellers.
Title Commitments and Policies. (a) Sellers shall deliver to Buyer as part of the Primary Due Diligence Materials, written commitments (individually, as the same may be updated prior to the Firm Date, a "Title Commitment", and, collectively, the "Title Commitments") from the Title Company to issue owner's ALTA Form B-1970 title insurance policies relating to each parcel of Real Property for each of the Hotels, in the amount of the Allocated Purchase Price with respect to the Real Property and Improvements, to the extent set forth in Schedule 3.01(b) hereto for such Hotel (the "Title Insurance Amount"), together with a copy of all documents referenced in the Title Commitments.
(b) At the Closing, Sellers shall deliver, or shall cause to be delivered, to Buyer a title insurance policy (which may be in the form of a "marked-up" Title Commitment issued by the Title Company) with respect to the Real Property for each of the Hotels insuring Buyer's fee simple interest (or with respect to the Newt▇▇ ▇▇▇raton, Buyer's leasehold interest) in such Real Property (including all recorded easements benefiting such Real Property) with gap coverage from the Sellers through the date of recording of the respective Deeds, in the respective Title Insurance Amount set forth in Section 5.02(a) hereof, and otherwise in 50 -45-
Title Commitments and Policies. Seller has, or will provide, or made available to Purchaser Completed Title Commitments from the Title Company for the issuance of one or more Title Policies on the Timberlands. At the Closing, Purchaser shall purchase from the Title Company an aggregate amount of title insurance on the Timberlands in an amount equal to the Purchase Price (allocated by county and/or state, as applicable) and allocated to the Property using the standard 2021 ALTA owner’s title insurance policy (or such other comparable form of title insurance policy as is available in the jurisdictions in which the Timberlands are located) insuring Purchaser is vested with good and marketable title to the Timberlands, subject only to the Permitted Exceptions (the “Title Policies”).
Title Commitments and Policies. Seller shall provide to Parent title commitments from the Title Company dated no earlier than April 15, 2007 for the issuance of one or more Title Policies on the Owned Timberlands being conveyed to the Timber LLCs and the Leasehold Interests being conveyed to the Timber LLCs (individually, a “Title Commitment” and collectively, the “Title Commitments”). At the Closing, Buyers shall purchase from the Title Company an aggregate amount of title insurance on the Owned Timberlands and such Leasehold Interests being conveyed to Timber LLCs in amounts not less than the amount of the Installment Note Purchase Price (allocated by county and/or state, as applicable) and allocated to the Purchased Assets being conveyed to it using (i) Form 70 (modified 1984) ALTA owner’s or leasehold title insurance policy with respect to the Timberlands located in Georgia and Alabama, (ii) Form TLTA T-1 owner’s or leasehold title insurance policy with respect to the Timberlands located in Texas and (iii) if available, the standard 2006 ALTA owner’s or leasehold title insurance policy with respect to the Timberlands located in Louisiana, in each case without any exceptions for mechanics’ liens and with all endorsements reasonably requested by Buyers, subject only to Permitted Exceptions and pre-printed exceptions that cannot be removed by delivery of the Title Affidavit (the “Title Policies”).
Title Commitments and Policies. Seller has provided to Buyer title commitments from the Title Company for the issuance of one or more Title Policies on the Owned Real Property and the leasehold interest under the Timber Lease (individually, a “Title Commitment” and collectively, the “Title Commitments”). Buyer acknowledges that, as of the date of this Agreement, Buyer has been provided with all of the Title Commitments (without implying that such Title Commitments satisfy the requirements for Title Policies as set forth on Schedule A), but not Completed Title Commitments. Seller shall use commercially reasonable efforts to obtain (or cause the Title Company to obtain) a legible copy of each vesting deed and recorded documentary exception and appurtenance referred to in the Title Commitments and to cooperate with Buyer in its efforts to obtain the same. At or prior to Closing, Seller shall satisfy all of the requirements set forth in Schedule B - Section 1 and I of the Title Commitments that are specifically applicable to Seller or that Seller has otherwise agreed to pay or perform in accordance with the provisions of this Agreement. At or prior to Closing, Buyer shall satisfy all of the requirements set forth in Schedule B - Section 1 and I of the Title Commitments as of the date hereof that are specifically applicable to Buyer or that Buyer has otherwise agreed to pay or perform in accordance with the provisions of this Agreement. For purposes of this Agreement, any requirements set forth in Schedule B - Section 1 and I of the Title Commitments that refer to Rayonier Operating Company LLC shall be deemed to refer to the applicable Buyer Subsidiary.
Title Commitments and Policies. Seller shall provide to Purchaser title commitments insured by the Title Company for the issuance of one or more Title Policies on the Timberlands (individually, a “Title Commitment” and collectively, the “Title Commitments”). At the Closing, Purchaser shall purchase from the Title Company an aggregate amount of title insurance on the Timberlands in an amount not to exceed the Purchase Price (allocated by county, as applicable) and allocated to the Timberlands using the standard 2006 ALTA owner’s title insurance policy (or such other comparable form of title insurance policy as is available in the jurisdictions in which the Timberlands are located), together with such available Florida endorsements as are requested by the Purchaser, provided the issuance of such endorsements do not impose any unreasonable obligations or liabilities on Seller (collectively, the “Title Policies”). Purchaser shall have the right to require re-insurance from any national underwriters selected by Purchaser.