Title Commitments and Surveys. 7.6.1 After the execution of this Agreement, Buyer will order at Seller's expense (a) commitments for owner's title insurance policies on all Real Property owned by Seller and on easements which provide access to each such parcel of real property, (b) commitments for lessee's title insurance policies for all Real Property leased by Seller which is used for headend or tower sites and on easements which provide access to each such site and (c) an ALTA survey (including such items on Table A of the Minimum Standard Detail Requirements and Classifications thereto that Buyer in its reasonable judgment determines are desirable or necessary) on each parcel of Real Property for which a title insurance policy is to be obtained. The title commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple title or leasehold interest, in the case of Leased Real Property, if applicable) to each parcel of such Real Property, subject only to Permitted Encumbrances, for such amount as Buyer directs and will contain no exceptions except for items which in Buyer's reasonable opinion do not adversely affect (other than in an immaterial way as to any individual parcel) the good, marketable and indefeasible title to or Buyer's access or quiet use or enjoyment of such Real Property in the manner the Real Property is presently used or in the normal conduct of the Business. At the Closing, Seller will cause Buyer to receive, at Seller's expense, title commitments redated to the date and time of Closing. In the event Seller has not eliminated or caused to be eliminated all unacceptable exceptions from such policies or commitments prior to Closing, and Buyer elects to proceed with the Closing, Buyer will be entitled to indemnification with respect to such exceptions as provided in SECTION 11.2.
7.6.2 Title insurance policies on all Real Property in such amounts as Buyer directs will be delivered to Buyer at Seller's expense within 30 days after the Closing Date evidencing title to the Real Property vested in Buyer consistent with the commitments delivered at the Closing pursuant to SECTION 7.6.1.
Title Commitments and Surveys. (a) Within forty-five (45) days after the date of this Agreement, Seller at the cost and expense of Buyer, shall provide to Buyer, title commitments for owners’ policies of title insurance (each, a “Title Commitment”) prepared by Chicago Title Insurance Company or another title insurance company selected by Buyer (“Title Company”) based on the Existing Title Insurance Policies and certified ALTA surveys prepared by licensed surveyors selected by Buyer (each, a “Survey”), with respect to all of the Owned Real Properties. Each such Survey: (i) shall be an ALTA survey duly certified by the respective surveyor to Buyer, the Company, Seller, the Title Company and any other parties selected by Buyer; (ii) shall be in form and substance reasonably acceptable to Buyer and the Title Company; and (iii) shall show no encroachments or other survey defects with respect to the buildings, structures and other improvements thereon and which shall show no encroachments or other survey defects with respect to the property lines and boundaries thereof (in each case, other than Permitted Encumbrances). Each such Title Commitment shall reflect that upon payment of all premiums and charges due for such title insurance, and satisfaction by Seller of all requirements therein, the Company shall be vested with good, marketable and fee simple title to such Owned Real Properties, subject only to Permitted Encumbrances. To the extent available in the State of Iowa, each Title Commitment delivered pursuant to this Section 7.8(a) shall contain, at Buyer’s sole cost and expense, the following endorsements: Fairway, Non-Imputation, Zoning 3.1 (with parking), access, contiguity, survey (same/same), permanent index (tax parcel) number, owner’s comprehensive, and extended coverage (deletion of standard exceptions), and any other endorsements reasonably required by Buyer. Subject to Section 7.8(b), in the event that any of the Title Commitments or Surveys to be obtained pursuant to this Section 7.8(a) reveals Encumbrances that are not Permitted Encumbrances, to the extent that such Encumbrances can be cured by the payment or expenditure of money, Seller shall be obligated to correct or cure such defect or problem as promptly as practicable. Seller shall deliver, on or prior to the Closing, final dated-down Title Commitments (for the issuance of final title policies) and Buyer shall pay, at Closing, all reasonable costs and expenses of the Title Company for all title insurance work charges, se...
Title Commitments and Surveys. (a) Seller shall cooperate with Buyer to obtain and deliver, for the benefit of Buyer and the cost of which is to be borne by Buyer, commitments of title insurance, each in a form and from a title insurance company satisfactory to Buyer, covering the Owned Real Property. Such commitments shall be delivered within 30 days of this Agreement. Each commitment shall be accompanied by one copy of all recorded documents relating to or affecting such property.
(b) With respect to each parcel for which a commitment of title insurance is to be delivered pursuant to Section 5.13(a), if requested by Buyer, Seller shall obtain and deliver to Buyer at Buyer’s expense a survey, each in form and from a licensed surveyor satisfactory to Buyer. Such surveys shall be delivered as soon as reasonably practicable as determined by the availability of the particular surveyor identified by Buyer.
Title Commitments and Surveys. After the execution of this Agreement, Buyer may obtain, at its sole expense, (a) commitments for owner's title insurance policies on all Real Property owned by Seller and on easements which provide access to each such parcel of Real Property, and (b) an ALTA survey on each parcel of Real Property for which a title insurance policy is to be obtained. Seller will provide reasonable assistance in connection with Buyer obtaining such commitments and surveys, as Buyer may request from time to time. All such commitments and surveys will be obtained within 60 days of the date of this Agreement. If Buyer notifies Seller in writing within 15 days after the date Buyer receives the commitment or survey with respect to a parcel of owned or leased Real Property that the commitment or survey discloses a condition that constitutes a breach, or any facts which could be reasonably expected to result in a breach, of the representations of Seller contained in Section 4.7 or any condition that would prohibit Seller from transferring title to such Real Property free and clear of Encumbrances (other than Permitted Encumbrances), then Seller will promptly commence further investigation and use commercially reasonable efforts to at its expense to cure the condition prior to Closing. If Seller, having used such commercially reasonable efforts, is unable to cure the condition prior to Closing and Closing will occur, then any claim for indemnification that Buyer may have with respect to the condition may be brought without the requirement that such claims meet or exceed the Threshold Amount. Seller agrees to provide Buyer's title company with a standard form of indemnification for any mechanic's or materialmen's lien affecting such Real Property which is not an Assumed Obligation and Liability.
Title Commitments and Surveys. Xxxxx and TCI each will ----------------------------- provide to the other, within 45 days after the date of this Agreement, (a) current commitments to issue title insurance policies on the 1992 ALTA owner's or lessee form, as appropriate (or its local equivalent in any state in which ALTA policies are not available) ("Title Commitments") issued by or on behalf of a title insurance company reasonably satisfactory to the other (the "Title Company"), and containing policy limits and other terms reasonably acceptable to the other, and legible photocopies of all recorded items described as exceptions therein, committing to insure (i) each parcel of the Owned Property and easements that provide access to such Owned Property included in its Assets, subject only to Permitted Liens and (ii) a leasehold interest in each parcel of Leased Property for those parcels of Leased Property used for headend or tower sites and on easements which provide access to such Leased Property, and (b) surveys of each such parcel of Owned Property or Leased Property in such form as is necessary to obtain the title insurance to be issued pursuant to the Title Commitments with the standard printed exceptions relating to survey matters deleted (the "Surveys"), certified to the other and to the Title Company issuing the Title Commitment. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys will be paid by the party that owns or leases such property prior to Closing. If Xxxxx or TCI notifies the other within 20 days of its receipt of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in SCHEDULES 5.4 or 6.4, as applicable) or other matter affecting title to Owned Property or Leased Property of the other which or prevents access to or which could prevent or impede in any way the use or operation of any parcel of Owned Property or Leased Property for the purposes for which it is currently used or operated by the other (each a "Title Defect"), the other will exercise commercially reasonable efforts to remove or, with the consent of the objecting party (not to be unreasonably withheld), cause the Title Company to commit to insure over, each such Title Defect prior to the Closing.
Title Commitments and Surveys. After the execution of this Agreement, Buyer may obtain, at its sole expense, (a) commitments for owner's title insurance policies (and if Buyer decides to do so, title insurance) on some or all Real Property owned by Seller and on easements which provide access to each such parcel of Real Property, and (b) an ALTA survey on each parcel of Real Property for which a commitment for a title insurance policy is to be obtained. Seller will provide reasonable assistance in connection with Buyer obtaining such commitments (and title insurance) and surveys, as Buyer may request from time to time (including delivering such affidavits and other documents that the title company or Buyer may reasonable request in order to cause the title company to issue title insurance in favor of Buyer). Without limiting the foregoing, Seller will as soon as practicable after the execution of this Agreement deliver to Buyer such information as shall be reasonably necessary to permit Buyer to order commitments for title insurance on Real Property owned by Seller and Buyer will promptly after receipt of such information order such commitments. If Buyer notifies Seller in writing that the commitment or survey discloses a defect in title that constitutes a breach, or any facts which could be reasonably expected to result in a breach, of the representations of Seller contained in Section 4.7, then Seller will promptly commence further investigation and use commercially reasonable efforts to, at its expense, cure the defect prior to the Closing. If Seller, having used such commercially reasonable efforts, is unable to cure the defect prior to the Closing and the Closing occurs, then (i) Buyer and Seller may enter into a written agreement at the Closing mutually acceptable to both parties with respect to Seller's obligation to cure such defect after the Closing, and (ii) any claim for indemnification that Buyer may have with respect to the defect may be brought without the requirement that such claims meet or exceed the Threshold Amount.
Title Commitments and Surveys. Buyer will have the option to obtain, at its own expense, commitments to issue title insurance policies and surveys with respect to the Real Property. Sellers shall deliver such reasonable affidavits as are required by Buyer's title company in order to delete the standard printed exceptions relating to mechanics liens and the interests of other parties in possession and shall provide such access to the Real Property as is reasonably required to permit Buyer to obtain surveys thereof.
Title Commitments and Surveys. At least ten (10) days prior to the scheduled Closing Date, ParentCo shall, at the Purchaser’s sole cost and expense, for each individual Owned Real Property, cause to be delivered to the Purchaser a commitment for a policy of title insurance (each a “Title Commitment” and collectively, the “Title Commitments”), together with copies of all documents identified in such Title Commitment, issued by the Title Company. The Purchaser shall also have the option of ordering a survey (each a “Survey” and collectively, the “Surveys”) to be performed at each Owned Real Property. If the Title Commitments or the Surveys show any Encumbrances on any Owned Real Property, other than Permitted Encumbrances, the Sellers shall be obligated to cure and or remove of record such Encumbrances at or prior to the Closing so that the Purchaser shall be able to obtain a policy of title insurance from the Title Company at the Closing insuring title to such Owned Real Property in the condition required hereunder. In the event that the Title Commitment or Survey for any Owned Real Property reveals any Encumbrance that is not a Permitted Encumbrance, and it becomes apparent that the Sellers cannot or will not cure or remove of record such Encumbrance at or prior to Closing, the Purchaser shall have the option to elect to consummate the transactions contemplated hereby with a downward adjustment to the Purchase Price in an amount necessary to cure or remove such Encumbrance at the Closing, which amount shall not in any event exceed, in the aggregate, $50,000 for such Encumbrances.
Title Commitments and Surveys. Seller shall have delivered to Buyer the title commitments set forth in Section 4.8(a), and Buyer shall have been able to obtain (even if Buyer has not obtained) the surveys set forth in Section 4.8(b).
Title Commitments and Surveys. Each Transferee will have the option to obtain, at its own expense, (i) commitments of title insurance ("Title Commitments") issued by a nationally recognized title insurance company selected by such Transferee (the "Title Company") and containing policy limits and other terms reasonably acceptable to such Transferee, and photocopies of all recorded items described as exceptions therein committing to insure fee or leasehold title in such Transferee to each parcel of Owned Property or Leased Property to be transferred to such Transferee hereunder, by American Land Title Association ("ALTA") (1992) owner's or lessee's policies of title insurance, and (ii) current ALTA as-built surveys of each such parcel as is necessary to obtain the title insurance to be issued pursuant to the Title Commitments with the standard printed exceptions relating to survey matters deleted (the "Surveys"), certified to the Transferee and the Title Company issuing a Title Commitment. If a Transferee notifies a Transferor within twenty (20) days after the date of this Agreement or, if later, of its receipt of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien) or other matter affecting title to such Owned Property or Leased Property which prevents or materially interferes with (or presents a material risk of preventing or interfering with) the use of any such parcel for the purposes for which it is currently used or operated (each a "Title Defect"), such Transferor will, at its own expense, exercise commercially reasonable efforts to remove or, with the consent of the Transferee, cause the Title Company to commit to insure over, each such Title Defect prior to the Closing.
