Common use of Title Commitments and Surveys Clause in Contracts

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.

Title Commitments and Surveys. 7.6.1 After 7.7.1 Within thirty (30) days after the execution of this Agreement, Buyer Seller 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 propertyheadend or tower sites, (b) commitments for lessee's title insurance policies for all the Real Property leased by Seller which is used for headend or tower sites and on easements which provide access to each such site are designated by Buyer within ten (10) days after the execution of this agreement, and (c) an ALTA to the extent necessary to obtain a clean title commitment, a perimeter 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. Costs for such commitments and surveys will be shared equally by Buyer and Seller. 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 Propertyeasement or leasehold, if applicable) title to each parcel of such the Real Property, subject only to Permitted Encumbrances, Property 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 deliver to Buyer to receive, at Seller's expense, such title commitments redated updated to the a date and time of Closingnear Closing from title companies acceptable to Buyer. 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 Section 11.2.

Title Commitments and Surveys. 7.6.1 After Sellers have provided through the execution of this Agreement, Buyer will order at Seller's expense (a) Data Room 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 Owner’s Policy of Title Insurance (standard coverage) for the Real Property in such form as is customary for transactions in the state in which the applicable Property is located, along with legible copies of all documents referenced in said title insurance policy commitment (each a “Title Commitment”), such that Buyer shall obtain from Title Company at Closing an Owner’s Policy of Title Insurance (standard coverage) insuring good, marketable and indefeasible that fee simple title or leasehold interest, in to the case of Leased Real Property, if applicable) Property with respect to each parcel of such Real PropertyProperty is vested in Buyer, subject only to Permitted Encumbrancesthe matters approved (or deemed approved) by Buyer pursuant to this Section 6.1, on such form as is customary 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 transactions in the manner state in which the applicable Property is located, together with any endorsements reasonably requested by Buyer and available in the state in which the applicable Property is located (the “Title Policy”). Sellers have provided through the Data Room ALTA As-Built surveys for the Real Property with respect to each Property in such form as is presently used or customary for transactions in the normal conduct state in which the applicable Property is located (each, a “Survey”), and Buyer has obtained, or has had the opportunity to obtain, an update to, or recertification of, each Survey. Buyer may object to any matters which are revealed by any update to any Title Commitment or any Survey that were not disclosed in any version of such Title Commitment or Survey that were provided via the Data Room prior to the Effective Date or were not otherwise previously disclosed to or approved by Buyer in writing prior to the Effective Date, the effect of which would constitute a Material Adverse Effect, by giving Notice to Sellers within five (5) Business Days of receipt of the Businessupdate disclosing such new matter. At Any matters to which Buyer objects pursuant to this Section 6.1 shall constitute “Unpermitted Exceptions”. For purposes of clarification, neither matters disclosed on any Title Commitment or Survey provided via the Data Room prior to the Effective Date, nor any Loan Documents assumed by Buyer, shall be Unpermitted Exceptions. The applicable Sellers shall notify Buyer in writing (with a copy of Sellers’ Notice to Escrow Holder) within five (5) Business Days of receiving the applicable Buyer’s Notice as to whether the applicable Sellers will cure any Unpermitted Exceptions. The failure to so notify Buyer within such five (5) Business Days shall be deemed an election to not cure such Unpermitted Exceptions. If Sellers elect to cure such Unpermitted Exceptions, Sellers shall do so at their own expense. Upon Buyer’s failure to timely object to any matters shown on a Title Commitment or a Survey or any updates thereto, such matters shall thereafter be deemed approved by Buyer. Any matter which Sellers elect (or are deemed to have elected) not to cure shall also be deemed approved by Buyer unless Buyer elects to terminate this Agreement by written notice to Sellers and Escrow Holder within five (5) Business Days after Buyer receives written notice of Sellers’ election (or within five (5) Business Days after Sellers are deemed to have elected) not to cure such Unpermitted Exception. If Sellers elect to cure any or all of the Unpermitted Exceptions, but are unable to complete the cure of such Unpermitted Exceptions before Closing, and the failure to cure such Unpermitted Exception constitutes a Material Adverse Effect, Buyer shall have the right, in its absolute discretion, to elect, upon written notice to Sellers, to either (i) terminate this Agreement and receive a return of the Deposit or (ii) to take such title to the Property with no abatement of the Purchase Price. Failure by Buyer to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (ii) above. Irrespective of whether or not Buyer has objected to such matters pursuant to this Section 6.1, and subject to Section 5.4(b)(iii) regarding payment of costs and fees for discharging the Buyer Discharged Debt, at or before the Closing, Seller will cause Buyer to receiveSellers, at Seller's their sole cost and expense, title commitments redated to shall be responsible for removing and discharging any monetary liens encumbering the date Property (including, without limitation any liens securing the Payoff Loans) other than taxes and time assessments that are not due and payable and any Loan Documents which Buyer assumes. If Buyer does not assume one or more Loans and the applicable Loan Documents at Closing in accordance with the terms of Closing. In Section 13.5, all principal and accrued interest or other charges thereunder shall be paid from the event Seller has not eliminated or caused to be eliminated all unacceptable exceptions from such policies or commitments prior to ClosingPurchase Price, and Buyer elects to proceed with the Closing, Buyer will be entitled to indemnification with respect to such exceptions shall pay all other amounts related thereto as provided set forth in SECTION 11.2Section 5.4(b)(iii).

Title Commitments and Surveys. 7.6.1 6.17.1 After the execution of this Agreement, Buyer will order at SellerBuyer's expense (a) commitments for owner's title insurance policies on all Real Property owned by Seller Company 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 such Company 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 Propertyleasehold, if applicable) title to each parcel of such the 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 Companies will cause Buyer to receive, at SellerBuyer's expense, title commitments redated re-dated to the date and time of Closing. In the event Seller has Companies have 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 11.2Section 16.2.

Title Commitments and Surveys. 7.6.1 7.7.1 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 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.

Title Commitments and Surveys. 7.6.1 7.7.1 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.