Title Commitments Prior to Closing, Seller shall cooperate with Buyer and use Commercially Reasonable Efforts to assist Buyer if Buyer desires to obtain American Land Title Association ("ALTA") title insurance commitments (collectively, the "Title Commitments," and each a "Title Commitment"), in final form, from one or more title insurance companies (collectively, the "Title Company"), committing the Title Company (subject only to the satisfaction of any industry standard requirements contained in the Title Commitment) to issue ALTA (or its local equivalent) form of title insurance policies in an amount acceptable to the Buyer and the Title Company insuring good, valid, indefeasible fee simple title to the Real Property in Buyer, in all cases, at Buyer's sole expense and in the respective amounts that Buyer requests prior to Closing, subject to no Encumbrances or other exceptions to title other than Permitted Encumbrances (collectively the "Title Policies"). On or prior to the Closing Date, Seller shall execute and deliver, or cause to be executed and delivered, to the Title Company, at no cost to Seller, any customary affidavits, standard gap indemnities, evidence of corporate existence and authority, and similar documents reasonably requested by the Title Company in connection with the issuance of the Title Commitments or the Title Policies; provided that such efforts and Buyer's request for Title Policies or Title Commitments shall, in no event, result in any delay in the consummation of the transactions contemplated by this Agreement, except to the extent caused by or resulting from Seller's breach of this Agreement; and provided further, that nothing in this Section 6.17 shall obligate Seller to execute or deliver any document that affects, in a manner adverse to Seller, Seller's liability to Buyer as expressed herein and in the Special Warranty Deed.
Title Commitment (a) Purchaser acknowledges receipt of that certain title insurance commitment dated April 9, 2002 issued by the Title Company under Commitment No. 673945-F (the "TITLE COMMITMENT"), together with copies of the title exceptions listed thereon. Purchaser shall have until the expiration of the Evaluation Period (the "ORIGINAL OBJECTION DATE") to send written notice to Seller of its objections to matters shown on the Title Commitment or the Existing Survey that Purchaser deems unacceptable and shall have until the date (the "NEW OBJECTION DATE") that is five (5) Business Days after receipt by Purchaser's counsel of any update to the Title Commitment or any Updated Survey (or as promptly as possible prior to the Closing with respect to updates received less than five (5) Business Days prior to the Closing) to send written notice to Seller of Purchaser's objections to any new exceptions to title to the Real Property raised thereby, provided that Purchaser may object to matters shown on an Updated Survey only if such matters were not shown on the Existing Survey. Purchaser's objections made in accordance with the preceding sentence are referred to herein as "TITLE OBJECTIONS" or "SURVEY OBJECTIONS," as applicable. Purchaser will be deemed to have accepted the exceptions to title set forth on the Title Commitment (as updated) and the matters shown on the Existing Survey and Updated Survey as permitted exceptions (together with any Title Objections and Survey Objections ultimately waived by Purchaser or cured by Seller, the "PERMITTED EXCEPTIONS") unless such matters are objected to by Purchaser in writing by the Original Objection Date or the New Objection Date, as applicable. Seller shall cause the Title Company to furnish to Purchaser a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing an owner's policy of title insurance (the "TITLE POLICY") in the amount of the Purchase Price on the then standard TLTA owner's form insuring Purchaser's fee simple title to the Real Property, subject to the terms of such policy and the Permitted Exceptions including, without limitation, the standard or general exceptions. The basic premium for the Title Policy shall be at Seller's expense, and Purchaser may request additional coverage under the Title Policy or endorsements or deletions thereto (including, without limitation, the modification or deletion of the survey exception), which shall be, in each case, at Purchaser's expense.
Title Commitment and Survey (a) Buyer has received and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.
Title Company Escrow Holder shall cause the Title Company to issue the Buyer’s Title Policy to Buyer.
Title Policy Seller shall furnish to Buyer at ❑ Seller’s ❑ Xxxxx’s expense an owner policy of title insurance (Title Policy) issued by (Title Company) in the amount of the Sales Price, dated at or after closing, insuring Buyer against loss under the provisions of the Title Policy, subject to the promulgated exclusions (including existing building and zoning ordinances) and the following exceptions:
Title Policies The Title Company shall be prepared, -------------- subject only to payment of the applicable premium, endorsement and related fees and delivery of all conveyance documents in recordable form, to issue a title insurance policy to Purchaser, subject only to the Permitted Encumbrances, in accordance with Section 3.3. -----------
Title Insurance and Survey (a) Buyer shall notify Seller in writing (the “Title Notice”) no later than 5:00 p.m. (Central Time) on November 25, 2014 (the “Title Notice Deadline”) as to which matters, if any, within the Title Commitment, the Survey and any Updated Survey are not acceptable to Buyer (individually, a “Disapproved Title Matter”). Any matter within the Title Commitment, the Survey, any Updated Survey, and any matter that would be disclosed by a current, accurate survey of the Property that Buyer fails to so disapprove in a Title Notice delivered prior to the Title Notice Deadline shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Notice indicating a Disapproved Title Matter, then Seller shall have one (1) Business Day after receipt of such Title Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Seller either (a) will in good faith attempt to remove such Disapproved Title Matter from title to the Property on or before the Closing, or (b) elects not to cause such Disapproved Title Matter to be removed from title to the Property. If Seller fails to deliver a Title Response Notice as to a particular Disapproved Title Matter within such one (1) Business Day period, then Seller shall be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. The procurement by Seller, at its option, of a written commitment from the Title Company to issue the Title Policy or an endorsement thereto reasonably satisfactory to Buyer as of the Closing and insuring Buyer against any Disapproved Title Matter (or any “Additional Title Matter” as defined below) shall be deemed a removal thereof from title to the Property. If Seller makes (or is deemed to have made) the election in clause (b) above as to any Disapproved Title Matter, then Buyer shall have two (2) Business Days from the earlier of (i) the date it receives the Title Response Notice making such election, or (ii) the date that Seller is deemed to have made such election as to such Disapproved Title Matter (but in any case not later than 5:00 p.m. (Central Time) on December 1, 2014), within which to notify Seller in writing that Buyer elects to either (x) nevertheless proceed with the purchase and take title to the Property subject to such Disapproved Title Matter, or (y) terminate this Agreement. If Buyer makes the election set forth in clause (y) above, then this Agreement shall immediately terminate, Buyer shall be entitled to a return of the Xxxxxxx Money, and Seller and Buyer shall have no further rights or obligations hereunder, except for the provisions hereof that expressly survive termination of this Agreement. If Buyer fails to notify Seller in writing of its election within said two (2) Business Days period, then Buyer shall be deemed to have made the election set forth in clause (x) above.
Title Insurance and Surveys At the Closing, Lawyer’s Title Insurance Company (the “Title Company”) shall have delivered to Buyer policies of title insurance, or an irrevocable commitment to issue such policies, in accordance with the following: (a) an owner’s title insurance policy with respect to the Owned Property (exclusive of the IDS Site), insuring that Buyer has good and marketable fee simple title in and to each parcel of Owned Property together with all rights, easements and privileges appurtenant thereto (exclusive of the IDS Site) and (b) a leasehold title insurance policy with respect to the Leased Property, insuring that Buyer has good and marketable leasehold title in and to each parcel of Leased Property together with all rights, easements and privileges appurtenant thereto, in each case free and clear of all Encumbrances other than Permitted Encumbrances (collectively, the “Title Policies”). The Title Policies shall contain such endorsements and affirmative coverages as Buyer shall identify on Schedule 7.7 attached hereto and, with respect to title matters and surveys not provided to Buyer as of the date hereof, such additional endorsements and affirmative coverages as Buyer shall reasonably request in writing. Seller shall provide all such affidavits, indemnities (in respect of title), memoranda, assignments, documents and information, whether from Seller or other Persons, in such form as Seller shall reasonably approve and as the Title Company reasonably shall require in order to (i) issue the Title Policies with the coverage required herein, (ii) omit from the Title Policies standard title objections customarily omitted on the basis of title affidavits and documentation delivered by Seller (including, without limitation, exceptions as to parties in possession and liens for work performed at the property), and (iii) evidence Seller’s authority, and the authority of the Person or Persons executing the conveyance documents on behalf of Seller, to consummate the transactions with respect to the Facilities. Buyer shall bear the cost of the title premiums for such Title Policies and Seller shall bear the cost of obtaining and recording such memoranda of leases, lease assignments and other documents as are required by the Title Company in order to issue the Title Policies with the coverages and endorsements required herein. Buyer, at Seller’s expense shall have received a current survey from Professional Engineering Corporation, in a form reasonably acceptable to Buyer, of the Facility located in McAlester, Oklahoma, or such portion thereof, as deemed advisable by Buyer in its sole discretion, certified to Buyer, Buyer’s lender and the Title Company (the “Oklahoma Survey”). Seller shall have delivered to Buyer a survey of the Wichita Site prepared by Professional Engineering Corporation, dated not more than thirty (30) days prior to the Closing, certified to Buyer, Buyer’s lender, the Title Company and such other parties as Buyer may designate (the “Wichita Survey”; together with the Oklahoma Survey, the “Surveys”). Each Survey shall comply with the minimum detail requirements for land title surveys as adopted by the American Land Title Association and the American Congress on Surveying and Mapping. Neither the Wichita Survey nor any other Survey shall disclose (x) Encumbrances other than Permitted Encumbrances, (y) material shortages in area or conflicts or discrepancies in boundary lines or (z) uninsurable encroachments of improvements, facilities or other structures across or over boundary lines, easement areas or rights-of-way.
Title and Survey (a) The Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects.
Title and Survey Review The condition of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;
