Common use of Title Commitments and Surveys Clause in Contracts

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. Xxxxx and TCI each Each Party will ----------------------------- provide have the option to the otherobtain, within 45 days after the date of this Agreementat its own expense, (ai) current commitments to issue of 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 nationally recognized title insurance company reasonably satisfactory to selected by the other requesting party (the "Title Company"), ) and containing policy limits and other terms reasonably acceptable to the otherrequesting party, and legible photocopies of all recorded items described as exceptions therein, therein committing to insure (iA) fee title in the requesting party to each parcel of the RMG Owned Property and easements that provide access to such or IP-I Owned Property included in its AssetsProperty, subject only to Permitted Liens as the case may be, and (iiB) a leasehold interest in the requesting party in each parcel of RMG Leased Property for those parcels of Leased Property used for headend or tower sites and on easements which provide access to such IP-I Leased Property, as the case may be, that is the site of a System headend or tower, by American Land Title Association ("ALTA") (1992) owner's or lessee's policies of title insurance, and (bii) current ALTA as-built surveys (in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by ALTA and the American Congress on Surveying and Mapping in 1992) of each such parcel of RMG or IP-I Owned Property or RMG or IP-I Leased Property with monuments placed at all major corners of the property boundary unless already marked and showing the location and identification by recorded instrument number of all easements or rights-of-way burdening or benefiting the property in question and all other documents and matters referenced as exceptions on the Title Commitment, the location of all apparent easements and rights-of-way, flood zone designation, setback lines, if applicable, the location of all substantial visible improvements on such property and the location of all adjoining streets and indication of access to a public way such as curb cuts and driveways, in such form as is reasonably satisfactory to the requesting 50 57 party and 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 parties and to the Title Company issuing the a Title Commitment. The cost to obtain such Title Commitments and Surveys and other documents required by If the Title Company to issue such policies and Surveys will be paid by the requesting party that owns or leases such property prior to Closing. If Xxxxx or TCI notifies the other party within 20 days 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 a Lien set forth in SCHEDULES 5.4 or 6.4, as applicableLien) or other matter affecting title to RMG or IP-I Owned Property or RMG or IP-I Leased Property of the other which renders (or presents a material risk of rendering) title to any parcel of RMG or IP-I Owned Property not good and marketable or prevents access to or which could prevent materially interferes with (or impede in any way presents a material risk of preventing or interfering with) the use or operation of any parcel of RMG or IP-I Owned Property or RMG or IP-I Leased Property for the purposes for which it is currently used or operated intended to be used by the other such Party (each a "Title Defect"), the other such party will exercise commercially reasonable efforts to remove or, with the consent of the objecting party (not to be unreasonably withheld)requesting party, cause the Title Company to commit to insure over, each such Title Defect prior to the Closing.

Title Commitments and Surveys. Xxxxx Century and TCI each will ----------------------------- provide to the other, within 45 60 days after the date of this Agreement, (a) current commitments to issue title insurance policies on the 1992 ALTA CLTA owner's or lessee form, as appropriate (or its local equivalent in any state in which ALTA policies are not available) form ("Title Commitments") issued by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or on behalf of a another nationally recognized title insurance company reasonably satisfactory to the other (the "Title Company"), ) and containing policy limits and other terms reasonably acceptable to the other, and and, legible photocopies of all recorded items described as exceptions therein, committing to insure (i) fee simple title in the Partnership to each parcel of the Owned Property and easements that provide access to such Owned Real 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 PropertyLiens, and (b) surveys of each such parcel of Owned Property or Leased Property used in connection with the Century Exchange Systems, 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 Partnership and to the Title Company issuing the a 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 shall be paid by the party Partnership; provided however that owns (x) each of TCI and Century shall pay for the cost to delete or leases insure over any Title Defects relating to its Owned Property and (y) the Partnership will pay the premiums and charges for any additional endorsements it requests with respect to any Title Policy other than the endorsements to delete the standard survey exceptions from such property prior Title Policy and to Closingdelete or insure over any Title Defects. If Xxxxx Century or TCI notifies the other within 20 30 days of following 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 (i) remove orsuch Title Defect, or (ii) with the consent of the objecting party (not to be unreasonably withheld)party, cause the Title Company to commit to insure over, 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 the objecting party elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, the Partnership and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Partnership in its reasonable discretion. Any decisions to be made by the Partnership pursuant to this Section shall be made by TCI with respect to Century Owned Property and by Century with respect to TCI Owned Property.

Title Commitments and Surveys. Xxxxx Cable One and TCI TCA each will ----------------------------- provide to the other, within 45 60 days after the date of this Agreement, (a) current commitments to issue ALTA (1992 Rev.) owner's policy of 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) unavailable ("Title Commitments") issued by or on behalf of a title insurance company reasonably satisfactory to the other an agent writing for Chicago Title Insurance Company (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) good, marketable and indefeasible fee simple title in the other to each parcel of the Owned Property and easements that provide access to such Owned Property included in its Assets, subject only to exceptions stated therein which are 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 Owned 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 a Title Commitment. The Except as provided in SECTIONS 9.2.4 AND 9.3.4, the cost to obtain such Title Commitments title insurance policies and the cost of all Surveys and other documents required by the Title Company to issue such policies policies, together with all costs and Surveys will fees of the Title Company to record the deeds transferring title to such Owned Property and any other instruments or documentation related thereto, shall be paid shared equally by the party that owns or leases such property prior to ClosingTCA and Cable One. If Xxxxx Cable One or TCI TCA 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 which renders or could render title to any parcel of Owned Property or Leased Property of the other which unmarketable or prevents or could prevent or impair access to or which interferes with or impairs or could prevent interfere with or impede in any way impair 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)Party, cause the Title Company to commit to insure over, each such Title Defect prior to the Closing.

Title Commitments and Surveys. Xxxxx Insight and TCI each will ----------------------------- provide to the other, within 45 60 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 form (or its local equivalent in any state in which ALTA policies are not available) ("Title Commitments") issued by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or on behalf of a another nationally-recognized title insurance company reasonably satisfactory to the other (the "Title Company"), ) and containing policy limits and other terms reasonably acceptable to the other, and and, legible photocopies of all recorded items described as exceptions therein, committing to insure (i) fee simple title in the other party to each parcel of the Owned Property and easements that provide access to such Owned Real 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 PropertyLiens, 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 party and to the Title Company issuing the a 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 shall be split equally between Insight and TCI; provided however that (x) each party shall pay for the cost to delete or insure over any Title Defects relating to its Owned Property and (y) the requesting party will be paid by pay the premiums and charges for any additional endorsements such party that owns requests with respect to any Title Policy other than the endorsements to delete the standard survey exceptions from such Title Policy and to delete or leases such property prior to Closinginsure over any Title Defects. If Xxxxx Insight or TCI notifies the other within 20 30 days of following 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 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 (i) remove orsuch Title Defect, or (ii) with the consent of the objecting party (not to be unreasonably withheld)party, cause the Title Company to commit to insure over, 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 the objecting party elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, the objecting party and the party that owns such property shall enter into

Title Commitments and Surveys. Xxxxx Insight and TCI each will ----------------------------- provide to the other, within 45 60 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 form (or its local equivalent in any state in which ALTA policies are not available) ("Title Commitments") issued by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or on behalf of a another nationally-recognized title insurance company reasonably satisfactory to the other (the "Title Company"), ) and containing policy limits and other terms reasonably acceptable to the other, and and, legible photocopies of all recorded items described as exceptions therein, committing to insure (i) fee simple title in the Company to each parcel of the Owned Property and easements that provide access to such Owned Real 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 PropertyLiens, 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 Company and to the Title Company issuing the a 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 shall be paid by the party Company; provided however that owns each of Insight and TCI shall pay for the cost to delete or leases such property prior insure over any Title Defects relating to Closingits Owned Property. If Xxxxx Insight or TCI notifies the other within 20 30 days of following 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 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 (i) remove orsuch Title Defect, or (ii) with the consent of the objecting party (not to be unreasonably withheld)party, cause the Title Company to commit to insure over, 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 the objecting party elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, the Company and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Company, in its reasonable discretion. Any decisions to be made by the Company pursuant to this Section shall be made by TCI with respect to Insight Owned Property and by Insight with respect to TCI Owned Property. Insight agrees that the Title Commitments and Surveys to be delivered by TCI pursuant to the Exchange Agreement with respect to owned real property included in the Exchange Assets shall be issued in the name of the Company and shall be paid for by the Company, notwithstanding any contrary provision in the Exchange Agreement; provided, that TCI shall pay for the cost to delete or insure over any Title Defects relating to such owned real property.