Common use of Title Commitments; Surveys Clause in Contracts

Title Commitments; Surveys. Buyer shall have the responsibility to obtain, at its sole option and expense, (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s and lender’s title insurance policies for all Real Property that is leased pursuant to a Real Property Lease (collectively, the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”); provided, however, that Seller shall provide Buyer with any existing Title Commitments and Surveys in the possession of Seller or the LIN Companies, to the extent Buyer is able to do so. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Buyer directs. Seller shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys, provided that neither the Seller nor the LIN Companies shall be required to incur any cost, expense or other liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title other than Permitted Liens, Buyer shall notify Seller in writing of such objectionable matter as soon as Buyer becomes aware that such matter is not a Permitted Lien, and Seller agrees to use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement.

Title Commitments; Surveys. Buyer shall have the responsibility to obtain, if it so elects at its sole option and expense, (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s and lender’s title insurance policies for all Real Property real property that is leased pursuant to a Real Property Lease (collectively, the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”); provided, however, that Seller shall provide Buyer with any existing Title Commitments and Surveys in the possession of Seller or the LIN Companies, to the extent Buyer is able to do so. The Title Commitments will evidence evidencing a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Buyer directs, and (b) an ALTA survey on each parcel of Real Property (the “Surveys”). Seller shall, and, to the extent permitted under the Merger Agreement, shall use its reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune to, reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys, ; provided that neither the Seller nor the LIN Companies Tribune shall be required to incur any cost, expense or other liability in connection therewith, provided, further, that the parties acknowledge and agree that Buyer’s receipt of such Title Commitments and Surveys is not a condition to the Closing. If the Title Commitments or Surveys reveal any Lien on the title or Real Property other than Permitted Liens, Buyer shall notify Seller in writing of such objectionable matter as soon as promptly after Buyer becomes aware that such matter is not a Permitted Lien, and Seller agrees to, and, to the extent permitted under the Merger Agreement, shall use its reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune to, use commercially reasonable efforts to remove such objectionable matter as required matter. Notwithstanding the following, it is expressly understood and agreed that Seller’s obligations pursuant to this Section 5.9 are not conditions to the terms consummation of this Agreementthe Closing and any failure by Seller to remove any such objectionable matter shall not delay the Closing.

Title Commitments; Surveys. Buyer shall have the responsibility to obtain, at its sole option and expense, (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s and lender’s title insurance policies for all Real Property that is leased pursuant to a Real Property Lease (collectively, the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”); provided, however, that Seller shall provide Buyer with any existing Title Commitments and Surveys in the possession of Seller or the LIN CompaniesSeller, to the extent Buyer is able to do so. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Buyer directs. Seller shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys, provided that neither the Seller nor the LIN Companies shall not be required to incur any cost, expense or other liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title other than Permitted Liens, Buyer shall notify Seller in writing of such objectionable matter as soon as Buyer becomes aware that such matter is not a Permitted Lien, and Seller agrees to use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement.

Title Commitments; Surveys. Buyer shall have the responsibility to obtain, at its sole option and expense, (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property Property, and commitments for lessee’s and lender’s title insurance policies for all Real Property real property that is leased pursuant to a Real Property Lease (collectively, the “Title Commitments”), and (b) an ALTA survey on each parcel of the Owned Real Property or real property that is leased pursuant to a Real Property Lease (the “Surveys”); provided, however, that Seller shall provide Buyer with any existing Title Commitments and Surveys in the possession of Seller or the LIN Companies, to the extent Buyer is able to do so. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Owned Real Property or real property that is leased pursuant to a Real Property Lease contemplated above for such amount as Buyer directs. Seller Xxxxxxxx shall use reasonable best efforts to reasonably cooperate with Buyer (and prior to the Tribune Closing, use reasonable best efforts to cause Tribune to reasonably cooperate with Buyer) in obtaining such Title Commitments and Surveys; provided, provided that neither the Seller nor the LIN Companies none of Xxxxxxxx, Tribune or any of their respective Affiliates shall be required to incur any cost, expense or other liability in connection therewiththerewith (other than the fees of its counsel, if any). If the Title Commitments or Surveys reveal any Lien on the title other than Permitted Liens, Buyer shall notify Seller Xxxxxxxx in writing of such objectionable matter as soon as Buyer becomes aware that such matter is not a Permitted Lien, and Seller and, Xxxxxxxx agrees to use commercially its reasonable best efforts to remove or cause to be removed such objectionable matter as required pursuant to the terms of this Agreement. At Closing, Xxxxxxxx shall use reasonable best efforts to provide or cause Tribune or Xxxxxxxx’x or Tribune’s respective Affiliates to provide to Buyer’s title insurance company customary seller affidavits, authority documentation, and, if requested by Buyer, survey affidavits as may be reasonably required by Buyer’s title insurance company.

Title Commitments; Surveys. Buyer shall have the responsibility to obtain, at its sole option and expense, (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s and lender’s title insurance policies for all Real Property that is leased pursuant to a Real Property Lease (collectively, the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”); provided, however, that Seller shall provide Buyer with any existing Title Commitments and Surveys in the possession of Seller or Seller, the LIN CompaniesXxxxxxxxxx Company, to the extent Buyer is able to do so. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Buyer directs. Seller shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys, provided that neither the Seller nor the LIN Companies Xxxxxxxxxx Company shall be required to incur any cost, expense or other liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title other than Permitted Liens, Buyer shall notify Seller in writing of such objectionable matter as soon as Buyer becomes aware that such matter is not a Permitted Lien, and Seller agrees to use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement.

Title Commitments; Surveys. (a) Buyer shall have the responsibility to obtain, if it so elects at its sole option and expense, (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s and lender’s title insurance policies for all Real Property that is leased pursuant to a Real Property Lease (collectively, the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”); provided, however, that Seller shall provide Buyer with any existing Title Commitments and Surveys in the possession of Seller or the LIN Companies, to the extent Buyer is able to do soits possession. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Buyer directs. Seller shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys, provided that neither the Seller nor the LIN Companies any Acquired Company shall be required to incur any cost, expense or other liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title other than Permitted Liens, Buyer shall notify Seller in writing of such objectionable matter as soon as Buyer becomes aware that such matter is not a Permitted Lien, and Seller agrees agree to use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement.

Title Commitments; Surveys. Buyer shall have the responsibility to obtain, at its sole option and expense, (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s and lender’s title insurance policies for all Real Property that is leased pursuant to a Real Property Lease (collectively, the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”); provided, however, that Seller Sellers shall provide Buyer with any existing Title Commitments and Surveys in the possession of Seller or the LIN Companies, to the extent Buyer is able to do soits possession. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Buyer directs. Seller Sellers shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys, provided that neither the Seller Sellers nor the LIN Companies any Acquired Company shall be required to incur any cost, expense or other liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title other than Permitted Liens, Buyer shall notify Seller Sellers in writing of such objectionable matter as soon as Buyer becomes aware that such matter is not a Permitted Lien, and Seller agrees Sellers agree to use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement.

Title Commitments; Surveys. Buyer Seller shall have the responsibility deliver to obtainBuyer, at its sole option Seller’s cost, within sixty (60) days of the date of this Agreement, title commitments for owner’s and expenselender’s title insurance policies on the Owned Real Property and on Real Property that is leased pursuant to a Real Property Lease, a standard form of (a) commitments commitment for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s and lender’s title insurance policies for all Real Property that is leased pursuant to a Real Property Lease (collectively, the “Title Commitments”), ) and (b) an ALTA survey on each parcel of Owned Real Property sufficient to cause the issuer of the Title Commitment to delete any survey exception on the title policy issued pursuant thereto (the “Surveys”); provided, however, that Seller shall provide Buyer with any existing Title Commitments and Surveys in the possession of Seller or the LIN Companies, to the extent Buyer is able to do so. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Buyer directs. Seller shall reasonably cooperate with Buyer in obtaining The costs of any such Title Commitments and Surveys, provided that neither the Seller nor the LIN Companies title insurance shall be required to incur any cost, expense or other liability in connection therewithpaid by Buyer. If the Title Commitments or Surveys reveal any Lien on the title other than Assumed Liabilities or Permitted Liens, Buyer shall notify Seller in writing of such objectionable matter as soon as Buyer becomes aware that such matter is not a an Assumed Liability or Permitted Lien, and Seller agrees to use its commercially reasonable efforts to remove such objectionable matter as required pursuant to conform to the terms of this Agreement.

Title Commitments; Surveys. Buyer shall have the responsibility to obtain, if it so elects at its sole option and expense, (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s and lender’s title insurance policies for all Real Property that is leased pursuant to a Real Property Lease (collectively, the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”); provided, however, that Seller shall provide Buyer with any existing Title Commitments Commitments, title policies and Surveys in the its possession of Seller or the LIN Companies, to the extent Buyer is able to do socontrol. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Buyer directs. Seller shall, and shall cause the Acquired Companies to, reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys, provided that neither the Seller nor the LIN Companies any Acquired Company shall be required to incur any cost, expense or other liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title or Real Property other than Permitted Liens, Buyer shall notify Seller in writing of such objectionable matter as soon as promptly after Buyer becomes aware that such matter is not a Permitted Lien, and Seller agrees to to, and shall cause the Acquired Companies to, use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreementmatter.

Title Commitments; Surveys. Seller shall deliver to Buyer, within sixty (60) days of the date of this Agreement, title commitments for owner’s and lender’s title insurance policies on the Owned Real Property and all Real Property that is leased pursuant to a Real Property Lease sufficient in form to allow Buyer shall have the responsibility to obtain, at its Buyer’s sole option cost and expense, a standard form of, (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for lessee’s and lender’s title insurance policies for all Real Property that is leased pursuant to a Real Property Lease (collectively, collectively the “Title Commitments”), and (b) an ALTA survey on each parcel of Real Property (the “Surveys”); provided, however, that Seller shall provide Buyer with any existing Title Commitments and Surveys in the possession of Seller or the LIN Companies, to the extent Buyer is able to do so. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple (or leasehold, if applicable) title to each parcel of the Real Property contemplated above for such amount as Buyer directs. Seller shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys, provided that neither the Seller nor the LIN Companies High Plains Entities shall not be required to incur any cost, expense or other liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title other than Assumed Liabilities or Permitted Liens, Buyer shall notify Seller in writing of such objectionable matter as soon as Buyer becomes aware that such matter is not a an Assumed Liability or Permitted Lien, and Seller agrees to use commercially reasonable such efforts that are necessary to remove such objectionable matter as required pursuant to the terms of this Agreement.