Common use of Title Examination and Property Inspection Clause in Contracts

Title Examination and Property Inspection. (a) Purchaser has procurred obtained and reviewed (i) current surveys and title insurance commitments with respect to the Owned Real Property ("Owner's Title Commitments") pursuant to which the Title Company will agree to issue at Closing owner's policies of title insurance ("Owner's Title Policies") on American Land Title Association standard Form B-1990, without exceptions except as shown in the Owner's Title Commitments, to be issued by Chicago Title Insurance Company ("Title Company") in an amount in the case of each parcel equal to the purchase price allocated to such parcel of the Owned Real Property pursuant to Section 2.7, and (ii) current surveys and title insurance commitments with respect to the Real Property subject to a Lease (collectively, the "Leased Real Property") (the "Lessee Title Commitments", and collectively with the Owner's Title Commitments, the "Title Commitments") pursuant to which the Title Company will agree to issue at Closing lessee's policies of title insurance ("Lessee's Title Policies") on American Land Title Association standard form of leasehold owner's policy to insure leasehold estates, showing no exceptions except as shown in the Lessee Title Commitments. The Owner's Title Policies shall insure the Purchaser that, upon consummation of the purchase and sale herein contemplated, Purchaser will be vested with good, fee simple, marketable, and insurable title to the Owned Real Property, subject only to the Permitted Encumbrances or arising out of acts of the insured. The Lessee's Title Policies shall insure the Purchaser that, upon consummation of the transactions herein contemplated, Purchaser will be vested with a good, valid, marketable and insurable leasehold estate in and to the Leased Real Property, subject only to the Permitted Encumbrances. Purchaser has furnished to Seller a written statement of reasonable objections to exceptions, including any encumbrances or Surveys, which, in Purchaser's reasonable judgment, would materially interfere with or impair Purchaser's use of the Real Property for the operation of Applebee's restaurants or which would result in a material decrease in the value of the Real Property ("Material Objections"). Seller shall have until the Termination Date to satisfy such Material Objections (but with no obligation to do so) in all material respects, and if Seller fails to satisfy all Material Objections in all material respects on or prior to the Termination Date, then Purchaser's sole right and remedy shall be to either (i) waive the objections and elect to close, or (ii) terminate this Agreement by giving written notice of such termination to Seller. The parties acknowledge that some of the Leased Real Property may be located in shopping centers, and as such, unless the leased premises are a free standing building located on a separate pad with its own legal description ("Free Standing Premises") the Lessee Title Commitments for such Leased Real Property will contain encumbrances for the entire shopping centers. Purchaser may not object to title encumbrances for such Leased Real Property that do not affect the premises leased under the Leases, which such encumbrances shall be deemed to be Permitted Encumbrances.

Title Examination and Property Inspection. (a) Purchaser has procurred obtained and reviewed shall have fifteen (i15) current surveys and title insurance commitments with respect days following receipt of the documents referred to in Section 4.12 (the Owned Real Property ("Owner's Title Commitments") pursuant to which the Title Company will agree to issue at Closing owner's policies of title insurance ("Owner's Title Policies") on American Land Title Association standard Form B-1990, without exceptions except as shown in the Owner's Title Commitments, to be issued by Chicago Title Insurance Company ("Title CompanyInspection Period") in an amount in the case of each parcel equal which to the purchase price allocated to such parcel of the Owned Real Property pursuant to Section 2.7, and (ii) current surveys and title insurance commitments with respect to the Real Property subject to a Lease (collectively, the "Leased Real Property") (the "Lessee Title Commitments", and collectively with the Owner's Title Commitments, the "Title Commitments") pursuant to which the Title Company will agree to issue at Closing lessee's policies of title insurance ("Lessee's Title Policies") on American Land Title Association standard form of leasehold owner's policy to insure leasehold estates, showing no exceptions except as shown in the Lessee Title Commitments. The Owner's Title Policies shall insure the Purchaser that, upon consummation of the purchase and sale herein contemplated, Purchaser will be vested with good, fee simple, marketable, and insurable title to the Owned Real Property, subject only to the Permitted Encumbrances or arising out of acts of the insured. The Lessee's Title Policies shall insure the Purchaser that, upon consummation of the transactions herein contemplated, Purchaser will be vested with a good, valid, marketable and insurable leasehold estate in and to the Leased Real Property, subject only to the Permitted Encumbrances. Purchaser has furnished to furnish Seller a written statement of reasonable objections to exceptions, including any encumbrances or Surveys, exceptions which, in Purchaser's reasonable sole judgment, would materially interfere with or impair Purchaser's use of the Leased Real Property for the operation of Applebee's restaurants or which would result in a material decrease in the value of the Real Property ("Material Objections"). Seller shall have until fifteen (15) days after the Termination Date receipt of Purchaser's statement of Material Objections to notify Purchaser which Material Objections it shall use its reasonably best efforts to satisfy such Material Objections (but with no obligation to do so) in all material respects. If Seller's notice indicates that Seller does not intend to satisfy all of the Material Objections, and if Purchaser shall have five (5) days after receipt of Seller's notice to terminate this Agreement by giving written notice of termination to Seller; provided, however, that the failure of Purchaser to so terminate within such five (5) day period shall constitute a waiver by Purchaser of those Material Objections which Seller has declined to attempt to satisfy. If Seller fails to satisfy all Material Objections (which it stated in its notice that it would attempt to satisfy) in all material respects on or prior to the Termination Date, then Purchaser's sole right and remedy shall be to either (i) waive the remaining objections and elect to close, or (ii) terminate this Agreement by giving written notice of such termination to Seller. If Purchaser fails to furnish Seller a written statement of Material Objections by the end of the Title Inspection Period with respect to any matter appearing as an exception on a Title Commitment, such matter shall be deemed waived by Purchaser and shall be a Permitted Encumbrance. The parties acknowledge that some of the Leased Real Property may be located in shopping centers, and as such, unless the leased premises are a free standing building located on a separate pad with its own legal description ("Free Standing Premises") the Lessee Title Commitments for such Leased Real Property will contain encumbrances for the entire shopping centers. Notwithstanding anything to the contrary contained herein, while Title Commitments will be delivered for such Leased Real Property, no surveys will be delivered and no Title Policies will be issued for Leases unless such Leases are for Free Standing Premises. Purchaser may not object to title encumbrances for such Leased Real Property that do not affect the premises leased under the Leases, which such encumbrances shall be deemed to be Permitted Encumbrances.

Title Examination and Property Inspection. (a) Purchaser has procurred obtained and reviewed (i) current surveys and title insurance commitments with respect to the Owned Real Property ("Owner's Title Commitments") pursuant to which the Title Company will agree to issue at Closing owner's policies of title insurance ("Owner's Title Policies") on American Land Title Association standard Form B-1990, without exceptions except as shown in the Owner's Title Commitments, to be issued by Chicago Title Insurance Company ("Title Company") in an amount in the case of each parcel equal to the purchase price allocated to such parcel shall have 30 days following receipt of the Owned Real Property pursuant documents referred to in Section 2.7, and (ii) current surveys and title insurance commitments with respect to the Real Property subject to a Lease (collectively, the "Leased Real Property"4.12(a) (the "Lessee Title Commitments", and collectively with the Owner's Title Commitments, the "Title CommitmentsInspection Period") pursuant to which the Title Company will agree to issue at Closing lessee's policies of title insurance ("Lessee's Title Policies") on American Land Title Association standard form of leasehold owner's policy to insure leasehold estates, showing no exceptions except as shown in the Lessee Title Commitments. The Owner's Title Policies shall insure the Purchaser that, upon consummation of the purchase review same and sale herein contemplated, Purchaser will be vested with good, fee simple, marketable, and insurable title to the Owned Real Property, subject only to the Permitted Encumbrances or arising out of acts of the insured. The Lessee's Title Policies shall insure the Purchaser that, upon consummation of the transactions herein contemplated, Purchaser will be vested with a good, valid, marketable and insurable leasehold estate in and to the Leased Real Property, subject only to the Permitted Encumbrances. Purchaser has furnished to furnish Seller a written statement of reasonable objections to exceptions, including any encumbrances or Surveys, exceptions which, in Purchaser's reasonable judgment, would materially interfere with or impair Purchaser's use of the Real Property for the operation of Applebee's restaurants or which would result in a material decrease in the value of the Real Property ("Material Objections"). Seller shall have until the Termination Date to satisfy such Material Objections (but with no obligation to do so) in all material respects, and if Seller fails to satisfy all Material Objections in all material respects on or prior to the Termination Date, then Purchaser's sole right and remedy shall be to either (i) waive the objections and elect to close, or (ii) terminate this Agreement by giving written notice of such termination to Seller. If Purchaser fails to furnish Seller a written statement of Material Objections by the end of the Title Inspection Period with respect to any matter appearing as an exception on a Title Commitment, such matter along with all other encumbrances of record as of the effective date of the Title Commitments not objected to by Purchaser shall be deemed waived by Purchaser and shall be a Permitted Encumbrance. The parties acknowledge that some of the Leased Real Property may be located in shopping centers, and as such, unless the leased premises are a free standing building located on a separate pad with its own legal description ("Free Standing Premises") the Lessee Title Commitments for such Leased Real Property will contain encumbrances for the entire shopping centers. Purchaser may not object to title encumbrances for such Leased Real Property that do not affect the premises leased under the Leases, which such encumbrances shall be deemed to be Permitted Encumbrances.

Title Examination and Property Inspection. (a) Purchaser has procurred obtained shall have 45 days following receipt of the documents referred to in Section 4.12 (the "Title Inspection Period") to obtain and reviewed review (i) current surveys and title insurance commitments with respect to the Owned Real Property ("Owner's Title Commitments") pursuant to which the Title Company will agree to issue at Closing owner's policies of title insurance ("Owner's Title Policies") on American Land Title Association standard Form B-1990, without exceptions except as shown in the Owner's Title Commitments, to be issued by Chicago Title Insurance Company a reputable title insurance company of Sellers' choice and reasonably acceptable to Purchaser ("Title Company") in an amount in the case of each parcel equal to the purchase price allocated to such parcel of the Owned Real Property pursuant to Section 2.7, and (ii) current surveys and title insurance commitments with respect to the Real Property subject to a Lease (collectively, the "Leased Real Property") (the "Lessee Title Commitments", and collectively with the Owner's Title Commitments, the "Title Commitments") pursuant to which the Title Company will agree to issue at Closing lessee's policies of title insurance ("Lessee's Title Policies") on American Land Title Association standard form of leasehold owner's policy to insure leasehold estates, showing no exceptions except as shown in the Lessee Title Commitments. The Owner's Title Policies shall insure the Purchaser that, upon consummation of the purchase and sale herein contemplated, Purchaser will be vested with good, fee simple, marketable, and insurable title to the Owned Real Property, subject only to the Permitted Encumbrances or arising out of acts of the insured. The Lessee's Title Policies shall insure the Purchaser that, upon consummation of the transactions herein contemplated, Purchaser will be vested with a good, valid, marketable and insurable leasehold estate in and to the Leased Real Property, subject only to the Permitted Encumbrances. Purchaser shall have until the end of the Title Inspection Period (or with respect to any matter arising after the date of the Title Commitment for the affected Real Property, until the Closing has furnished occurred) to furnish Seller a written statement of reasonable objections to exceptions, including any encumbrances or Surveys, exceptions which, in Purchaser's reasonable judgment, would materially interfere with or impair Purchaser's use of the Real Property for the operation of Applebee's restaurants or which would result in a material decrease in the value of the Real Property ("Material Objections"). Seller shall have until the Termination Date to satisfy such Material Objections (but with no obligation to do so) in all material respects, and if Seller fails to satisfy all Material Objections in all material respects on or prior to the Termination Date, then Purchaser's sole right and remedy shall be to either (i) waive the objections and elect to close, or (ii) terminate this Agreement by giving written notice of such termination to Seller. If Purchaser fails to furnish Seller a written statement of Material Objections by the end of the Title Inspection Period with respect to any matter appearing as an exception on a Title Commitment (or prior to the Closing in the case of a Material Objection relating to any matter arising after the date of the relevant Title Commitment), such matter shall be deemed waived by Purchaser and shall be a Permitted Encumbrance. The parties acknowledge that some of the Leased Real Property may be located in shopping centers, and as such, unless the leased premises are a free standing building located on a separate pad with its own legal description ("Free Standing Premises") the Lessee Title Commitments for such Leased Real Property will contain encumbrances for the entire shopping centers. Notwithstanding anything to the contrary contained herein, while Lessee Title Commitments will be delivered for such Leased Real Property, no surveys will be delivered and Lessee's Title Policies may or may not be issued for Leases unless such Leases are for Free Standing Premises. Purchaser may not object to title encumbrances for such Leased Real Property that do not affect the premises leased under the Leases, which such encumbrances shall be deemed to be Permitted Encumbrances. (b) (A) Between the date of this Agreement and the Closing Date, Purchaser and Purchaser's agents, employees, contractors, representatives and other designees (hereinafter collectively called "Purchaser's Designees") shall have the right to enter the Real Property for the purposes of inspecting the Real Property and the other tangible Assets, conducting soil tests, conducting surveys, mechanical and structural engineering studies, environmental studies, and conducting any other investigations, examinations, tests, and inspections as Purchaser may reasonably require to assess the condition of the Real Property and the other tangible Assets; provided, however, that (i) any activities by or on behalf of Purchaser, including, without limitation, the entry by Purchaser or Purchaser's Designees onto the Real Property, or the other activities of Purchaser or Purchaser's Designees with respect to the Real Property (hereinafter called "Purchaser's Activities") shall not damage the Real Property in any manner whatsoever or disturb or interfere with the rights of any lessor of Leased Real Property; (ii) in the event the Real Property or other Assets are altered or disturbed in any manner in connection with any Purchaser's Activities, Purchaser shall immediately return the Real Property or other Assets to the condition existing prior to Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior written consent disclose the results of any of its investigations, examinations, tests, or inspections to any party (including any Government unless required by law) other than to its lenders, attorneys, consultants, and investors; and (iv) Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees, and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any Purchaser's Activities. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard "Phase I" evaluation without the prior written consent of Seller and, if applicable, the lessor of any Leased Real Property.

Title Examination and Property Inspection. (a) Purchaser has procurred obtained shall have 30 days following receipt of the documents referred to in Section 4.12 (the "Title Inspection Period") to obtain and reviewed (i) review current surveys and title insurance commitments with respect to the Owned Real Property ("Owner's Title Commitments") pursuant to which the Title Company will agree to issue at Closing owner's policies of title insurance ("Owner's Title Policies") on American Land Title Association standard Form B-1990, without exceptions except as shown in the Owner's Title Commitments, to be issued by Chicago Title Insurance Company a reputable title insurance company of Sellers' choice and reasonably acceptable to Purchaser ("Title Company") in an amount in the case of each parcel equal to the purchase price allocated to such parcel of the Owned Real Property pursuant to Section 2.7, and (ii) current surveys and title insurance commitments with respect to the Real Property subject to a Lease (collectively, the "Leased Real Property") (the "Lessee Title Commitments", and collectively with the Owner's Title Commitments, the "Title Commitments") pursuant to which the Title Company will agree to issue at Closing lessee's policies of title insurance ("Lessee's Title Policies") on American Land Title Association standard form of leasehold owner's policy to insure leasehold estates, showing no exceptions except as shown in the Lessee Title Commitments. The Owner's Title Policies shall insure the Purchaser that, upon consummation of the purchase and sale herein contemplated, Purchaser will be vested with good, fee simple, marketable, and insurable title to the Owned Real Propertyproperty, subject only to the Permitted Encumbrances or arising out of acts of the insured. The Lessee's Title Policies Purchaser shall insure have until the Purchaser that, upon consummation end of the transactions herein contemplated, Purchaser will be vested with a good, valid, marketable and insurable leasehold estate Title Inspection Period in and which to the Leased Real Property, subject only to the Permitted Encumbrances. Purchaser has furnished to furnish Seller a written statement of reasonable objections to exceptions, including any encumbrances or Surveys, exceptions which, in Purchaser's reasonable judgment, would materially interfere with or impair Purchaser's use of the Real Property for the operation of Applebee's restaurants or which would result in a material decrease in the value of the Real Property Restaurant ("Material Objections"). Seller shall have until the Termination Date to satisfy such Material Objections (but with no obligation to do so) in all material respects, and if Seller fails to satisfy all Material Objections in all material respects on or prior to the Termination Date, then Purchaser's sole right and remedy shall be to either (i) waive the objections and elect to close, or (ii) terminate this Agreement by giving written notice of such termination to Seller. The parties acknowledge that some If Purchaser fails to furnish Seller a written statement of Material Objections by the end of the Leased Real Property may be located in shopping centers, and Title Inspection Period with respect to any matter appearing as such, unless the leased premises are a free standing building located an exception on a separate pad with its own legal description ("Free Standing Premises") the Lessee Title Commitments for Commitment, such Leased Real Property will contain encumbrances for the entire shopping centers. Purchaser may not object to title encumbrances for such Leased Real Property that do not affect the premises leased under the Leases, which such encumbrances matter shall be deemed to waived by Purchaser and shall be a Permitted EncumbrancesEncumbrance.

Title Examination and Property Inspection. (a) Purchaser has procurred obtained shall have 45 days following receipt of the documents referred to in Section 4.12 (the "Title Inspection Period") to obtain and reviewed review (i) current surveys and title insurance commitments with respect to the Owned Real Property ("Owner's Title Commitments") pursuant to which the Title Company will agree to issue at Closing owner's policies of title insurance ("Owner's Title Policies") on American Land Title Association standard Form B-1990, without exceptions except as shown in the Owner's Title Commitments, to be issued by Chicago Title Insurance Company a reputable title insurance company of Sellers' choice and reasonably acceptable to Purchaser ("Title Company") in an amount in the case of each parcel equal to the purchase price allocated to such parcel of the Owned Real Property pursuant to Section 2.7, and (ii) current surveys and title insurance commitments with respect to the Real Property subject to a Lease (collectively, the "Leased Real Property") (the "Lessee Title Commitments", and collectively with the Owner's Title Commitments, the "Title Commitments") pursuant to which the Title Company will agree to issue at Closing lessee's policies of title insurance ("Lessee's Title Policies") on American Land Title Association standard form of leasehold owner's policy to insure leasehold estates, showing no exceptions except as shown in the Lessee Title Commitments. The Owner's Title Policies shall insure the Purchaser that, upon consummation of the purchase and sale herein contemplated, Purchaser will be vested with good, fee simple, marketable, and insurable title to the Owned Real Property, subject only to the Permitted Encumbrances or arising out of acts of the insured. The Lessee's Title Policies shall insure the Purchaser that, upon consummation of the transactions herein contemplated, Purchaser will be vested with a good, valid, marketable and insurable leasehold estate in and to the Leased Real Property, subject only to the Permitted Encumbrances. Purchaser has furnished shall have until the end of the Title Inspection Period in which to furnish Seller a written statement of reasonable objections to exceptions, including any encumbrances or Surveys, which, in Purchaser's reasonable judgment, would materially interfere with or impair Purchaser's use of the Real Property for the operation of Applebee's restaurants or which would result in a material decrease in the value of the Real Property exceptions ("Material Objections"). Seller shall have until the Termination Date to satisfy such Material Objections (but with no obligation to do so) in all material respects, and if Seller fails to satisfy all Material Objections in all material respects on or prior to the Termination Date, then Purchaser's sole right and remedy shall be to either (i) waive the objections and elect to close, or (ii) terminate this Agreement by giving written notice of such termination to Seller. If Purchaser fails to furnish Seller a written statement of Material Objections by the end of the Title Inspection Period with respect to any matter appearing as an exception on a Title Commitment, such matter shall be deemed waived by Purchaser and shall be a Permitted Encumbrance. The parties acknowledge that some of the Leased Real Property may be located in shopping centers, and as such, unless the leased premises are a free standing building located on a separate pad with its own legal description ("Free Standing Premises") the Lessee Title Commitments for such Leased Real Property will contain encumbrances for the entire shopping centers. Notwithstanding anything to the contrary contained herein, while Lessee Title Commitments will be delivered for such Leased Real Property, no surveys will be delivered and no Lessee's Title Policies will be issued for Leases unless such Leases are for Free Standing Premises. Purchaser may not object to title encumbrances for such Leased Real Property that do not affect the premises leased under the Leases, which such encumbrances shall be deemed to be Permitted Encumbrances.

Title Examination and Property Inspection. (a) Purchaser has procurred obtained Purchasers shall have 45 days following receipt of the documents referred to in Section 4.12 (the "Title Inspection Period") to obtain and reviewed review (i) current surveys and title insurance commitments with respect to the Owned Real Property ("Owner's Title Commitments") pursuant to which the Title Company will agree to issue at Closing owner's policies of title insurance ("Owner's Title Policies") on American Land Title Association standard Form B-1990, without exceptions except as shown in the Owner's Title Commitments, to be issued by Chicago Lawyers Title Insurance Company Corporation ("Title Company") in an amount in the case of each parcel equal to the purchase price allocated to such parcel of the Owned Real Property pursuant to Section 2.7, and (ii) current surveys and title insurance commitments with respect to the Real Property subject to a Lease (collectively, the "Leased Real Property") (the "Lessee Title Commitments", and collectively with the Owner's Title Commitments, the "Title Commitments") pursuant to which the Title Company will agree to issue at Closing lessee's policies of title insurance ("Lessee's Title Policies") on American Land Title Association standard form of leasehold owner's policy to insure leasehold estates, showing no exceptions except as shown in the Lessee Title Commitments. The Owner's Title Policies shall insure the Purchaser Purchasers that, upon consummation of the purchase and sale herein contemplated, a Purchaser will be vested with good, fee simple, marketable, marketable and insurable title to the Owned Real Property, subject only to the Permitted Encumbrances or arising out of acts of the insured. The Lessee's Title Policies shall insure the Purchaser Purchasers that, upon consummation of the transactions herein contemplated, Purchaser Purchasers will be vested with a good, valid, marketable and insurable leasehold estate in and to the Leased Real Property, subject only to the Permitted Encumbrances. Purchaser has furnished Purchasers shall have until the end of the Title Inspection Period in which to furnish Seller a written statement of reasonable objections to exceptions, including any encumbrances or Surveys, exceptions which, in Purchaser's Purchasers' reasonable judgment, would materially unreasonably interfere with or impair Purchaser's use the marketability of the Real Property for the operation restaurant or any commercial use (except as limited by restrictions of Applebee's restaurants or which would result in a material decrease in the value of record when Seller acquired the Real Property Property) ("Material Objections"). Seller shall have until the Termination Date to satisfy such Material Objections (in all material respects, but with Seller shall have no obligation to do so) in all material respects. Seller shall, and if however, be obligated to remove any liens that can be satisfied by the payment of money or to bond over any liens that can be bonded over. If Seller fails to satisfy all Material Objections in all material respects on or prior to the Termination Date, then Purchaser's Purchasers' sole right and remedy shall be to either (i) waive the objections and elect to close, or (ii) if no more than two Restaurant sites are subject to unresolved Material Objections, designate one or both of such Restaurants as Excluded Restaurants (provided that no more than two Restaurants collectively under this subsection (a) and under subsection (b) below may be designated as Excluded Restaurants), or (iii) if more than two Restaurant sites are subject to unresolved Material Objections, terminate this Agreement by giving written notice of such termination to Seller. If Purchasers fail to furnish Seller a written statement of Material Objections by the end of the Title Inspection Period with respect to any matter appearing as an exception on a Title Commitment, such matter shall be deemed waived by Purchasers and shall be a Permitted Encumbrance. The parties acknowledge that some of the Leased Real Property may be located in shopping centers, and as such, unless the leased premises are a free standing building located on a separate pad with its own legal description ("Free Standing Premises") the Lessee Title Commitments for such Leased Real Property will contain encumbrances for the entire shopping centers. Purchaser Notwithstanding anything to the contrary contained herein, while Lessee Title Commitments will be delivered for such Leased Real Property, no surveys will be delivered and no Lessee's Title Policies will be issued for Leases unless such Leases are for Free Standing Premises. Purchasers may not object to title encumbrances for such Leased Real Property that do not affect the premises leased under the Leases, which such encumbrances shall be deemed to be Permitted Encumbrances.

Title Examination and Property Inspection. (a) Purchaser has procurred obtained shall have 30 days following the later of the date of this Agreement or the receipt of the documents referred to in Section 4.12 (the "Title Inspection Period") to obtain and reviewed review (i) current ALTA/ASCM as-built surveys and title insurance commitments with respect to the Owned Real Property ("Owner's Title ALTA Commitments") pursuant to which the Title Company will agree to issue at Closing owner's policies of title insurance ("Owner's Title Policies") on American Land Title Association standard Form B-1990B-1970, without exceptions except as shown in the Owner's Title ALTA Commitments, to be issued by Chicago Title Insurance Company a reputable title insurance company of Purchaser's choice and reasonably acceptable to Seller ("Title Company") in an amount in the case of each parcel equal to the purchase price allocated to such parcel of the Owned Real Property pursuant to Section 2.7, and (ii) current ALTA/ASCM as-built surveys and title insurance commitments with wit respect to the Real Property subject to a Lease (collectively, the "Leased Real Property") (the "Lessee Title Commitments", and collectively with the Owner's Title ALTA Commitments, the "Title Commitments") pursuant to which the Title Company will agree to issue at Closing lessee's policies of title insurance ("Lessee's Title Policies") on American Land Title Association standard form of leasehold owner's policy to insure leasehold estates, showing no exceptions except as shown in the Lessee Title Commitments. The Owner's Title Policies shall insure the Purchaser that, upon consummation of the purchase and sale herein contemplated, Purchaser will be vested with good, fee simple, marketable, marketable and insurable title to the Owned Real Property, subject only to the Permitted Encumbrances or encumbrances arising out of acts of the insured. The Lessee's Title Policies shall insure the Purchaser that, upon consummation of the transactions herein contemplated, Purchaser will be vested with a good, valid, marketable and insurable leasehold estate in and to the Leased Real Property, subject only to the Permitted Encumbrances. Seller and Purchaser has furnished to Seller a written statement of reasonable objections to exceptions, including any encumbrances or Surveys, which, in Purchaser's reasonable judgment, would materially interfere with or impair Purchaser's use of the Real Property for the operation of Applebee's restaurants or which would result in a material decrease in the value of the Real Property ("Material Objections"). Seller shall have until the Termination Date to satisfy take such Material Objections (but with no obligation to do so) in all material respects, and if Seller fails to satisfy all Material Objections in all material respects on or prior to the Termination Date, then Purchaser's sole right and remedy shall be to either (i) waive the objections and elect to close, or (ii) terminate this Agreement by giving written notice of such termination to Seller. The parties acknowledge that some of the Leased Real Property steps as may be located in shopping centers, necessary to cause the deletion of all the standard exceptions within the Title Policies for mechanic's and as such, unless materialmen's liens and the leased premises are a free standing building located on a separate pad with its own legal description ("Free Standing Premises") the Lessee Title Commitments for such Leased Real Property will contain encumbrances for the entire shopping centers. Purchaser may not object to title encumbrances for such Leased Real Property that do not affect the premises leased under the Leases, which such encumbrances shall be deemed to be Permitted Encumbrances.survey

Title Examination and Property Inspection. (a) Purchaser has procurred obtained and reviewed (i) current surveys and title insurance commitments with respect to shall have 45 days following the Owned Real Property ("Owner's Title Commitments") pursuant to which the Title Company will agree to issue at Closing owner's policies of title insurance ("Owner's Title Policies") on American Land Title Association standard Form B-1990, without exceptions except as shown in the Owner's Title Commitments, to be issued by Chicago Title Insurance Company ("Title Company") in an amount in the case of each parcel equal to the purchase price allocated to such parcel later of the Owned Real Property pursuant date hereof or receipt of the documents referred to in Section 2.7, and (ii) current surveys and title insurance commitments with respect to the Real Property subject to a Lease (collectively, the "Leased Real Property"4.11(a) (the "Lessee Title Commitments", and collectively with the Owner's Title Commitments, the "Title CommitmentsInspection Period") pursuant to which the Title Company will agree to issue at Closing lessee's policies of title insurance ("Lessee's Title Policies") on American Land Title Association standard form of leasehold owner's policy to insure leasehold estates, showing no exceptions except as shown in the Lessee Title Commitments. The Owner's Title Policies shall insure the Purchaser that, upon consummation of the purchase review same and sale herein contemplated, Purchaser will be vested with good, fee simple, marketable, and insurable title to the Owned Real Property, subject only to the Permitted Encumbrances or arising out of acts of the insured. The Lessee's Title Policies shall insure the Purchaser that, upon consummation of the transactions herein contemplated, Purchaser will be vested with a good, valid, marketable and insurable leasehold estate in and to the Leased Real Property, subject only to the Permitted Encumbrances. Purchaser has furnished to furnish Seller a written statement of reasonable objections to exceptions, including any encumbrances or Surveys, exceptions which, in Purchaser's reasonable judgment, would materially interfere with or impair Purchaser's use of the Real Property for the operation of Applebee's Neighborhood Grill and Bar restaurants or which would result in a material decrease in the value of the Real Property ("Material Objections"). Seller shall have until the Termination Date use commercially reasonable efforts to satisfy such Material Objections (but with no obligation to do so) in all material respectsrespects (other than making payments to third parties not otherwise required or agreeing to concessions or amendments to contracts or arrangements), and if Seller fails to satisfy all Material Objections in all material respects on or prior to the Termination Date, then Purchaser's sole right and remedy shall be to either (i) waive the objections and elect to close, or (ii) terminate this Agreement by giving written notice of such termination to Seller. If Purchaser fails to furnish Seller a written statement of Material Objections by the end of the Title Inspection Period with respect to any matter appearing as an exception on a Title Commitment, such matter along with all other encumbrances of record as of the effective date of the Title Commitments not objected to by Purchaser shall be deemed waived by Purchaser and shall be a Permitted Encumbrance. The parties acknowledge that some of the Leased Real Property may be located in shopping centers, and as such, unless the leased premises are a free standing building located on a separate pad with its own legal description ("Free Standing Premises") the Lessee Title Commitments for such Leased Real Property will contain encumbrances for the entire shopping centers. Purchaser may not object to title encumbrances for such Leased Real Property that do not affect the premises leased under the Leases, which such encumbrances shall be deemed to be Permitted Encumbrances.

Title Examination and Property Inspection. (a) Purchaser has procurred obtained and reviewed (i) current surveys and title insurance commitments with respect to the Owned Real Property ("Owner's Title Commitments") pursuant to which the Title Company will agree to issue at Closing owner's policies of title insurance ("Owner's Title Policies") on American Land Title Association standard Form B-1990, without exceptions except as shown in the Owner's Title Commitments, to be issued by Chicago Title Insurance Company ("Title Company") in an amount in the case of each parcel equal to the purchase price allocated to such parcel shall have 15 days following receipt of the Owned Real Property pursuant documents referred to in Section 2.7, and (ii) current surveys and title insurance commitments with respect to the Real Property subject to a Lease (collectively, the "Leased Real Property"4.9(a) (the "Lessee Title Commitments", and collectively with the Owner's Title Commitments, the "Title CommitmentsInspection Period") pursuant to which the Title Company will agree to issue at Closing lessee's policies of title insurance ("Lessee's Title Policies") on American Land Title Association standard form of leasehold owner's policy to insure leasehold estates, showing no exceptions except as shown in the Lessee Title Commitments. The Owner's Title Policies shall insure the Purchaser that, upon consummation of the purchase review same and sale herein contemplated, Purchaser will be vested with good, fee simple, marketable, and insurable title to the Owned Real Property, subject only to the Permitted Encumbrances or arising out of acts of the insured. The Lessee's Title Policies shall insure the Purchaser that, upon consummation of the transactions herein contemplated, Purchaser will be vested with a good, valid, marketable and insurable leasehold estate in and to the Leased Real Property, subject only to the Permitted Encumbrances. Purchaser has furnished to furnish Seller a written statement of reasonable objections to exceptions, including any encumbrances or Surveys, exceptions which, in Purchaser's reasonable judgment, would materially interfere with or impair Purchaser's use of the Owned Real Property for the operation of Applebee's restaurants or which would result in a material decrease in the value of the Real Property other reasonable commercial use ("Material Objections"). If Purchaser fails to furnish Seller a written statement of Material Objections by the end of the Title Inspection Period with respect to any matter appearing as an exception on a Title Commitment, such matter shall be deemed waived by Purchaser and shall be a Permitted Encumbrance. Within ten (10) days after receipt of Purchaser's notice, Seller shall have until provide Purchaser with a written statement of which Material Objections Seller shall use its reasonable best efforts to satisfy prior to the Termination Date Date, it being acknowledged that Seller is not obligated to attempt to satisfy any Material Objections. If Seller's notice indicates that Seller does not intend to satisfy all of the Material Objections, Purchaser shall have five (5) days after receipt of Seller's notice to terminate this Agreement by giving written notice of such termination to Seller; provided, however, that the failure by Purchaser to so terminate within such five (5) day period shall constitute a waiver by Purchaser of those Material Objections (but with no obligation which Seller has declined to do so) in all material respects, and if attempt to satisfy. If Seller fails to satisfy all Material Objections which it stated in its notice that it would use its reasonable best efforts to satisfy in all material respects on or prior to the Termination Date, then Purchaser's sole right and remedy shall be to either (i) waive the objections and elect to close, or (ii) terminate this Agreement by giving written notice of such termination to Seller. The parties acknowledge that some of the Leased Lease Real Property may be located in shopping centers, and as such, unless the leased premises are a free standing building located on a separate pad with its own legal description ("Free Standing Premises") the Lessee Title Commitments for such Leased Real Property will contain encumbrances for the entire shopping centers. Purchaser may not object to title encumbrances for such Leased Real Property that do not affect the premises leased under the Leases, which such encumbrances shall be deemed to be Permitted Encumbrances.

Title Examination and Property Inspection. (a) Purchaser has procurred obtained shall have 30 days following receipt of the documents referred to in Section 4.12 (the "Title Inspection Period") to obtain and reviewed review (i) current surveys and title insurance commitments with respect to the Owned Real Property ("Owner's Title Commitments") pursuant to which the Title Company will agree to issue at Closing owner's policies of title insurance ("Owner's Title Policies") on American Land Title Association standard Form B-1990, without exceptions except as shown in the Owner's Title Commitments, to be issued by Chicago Title Insurance Company a reputable title insurance company of Purchaser's choice ("Title Company") in an amount in the case of each parcel equal to the purchase price allocated to such parcel of the Owned Real Property pursuant to Section 2.7, and (ii) current surveys and title insurance commitments with respect to the Real Property subject to a Lease (collectively, the "Leased Real Property") (the "Lessee Title Commitments", and collectively with the Owner's Title Commitments, the "Title Commitments") pursuant to which the Title Company will agree to issue at Closing lessee's policies of title insurance ("Lessee's Title Policies") on American Land Title Association standard form of leasehold owner's policy to insure leasehold estates, showing no exceptions except as shown in the Lessee Title Commitments. The Owner's Title Policies shall insure the Purchaser that, upon consummation of the purchase and sale herein contemplated, Purchaser will be vested with good, fee simple, marketable, and insurable title to the Owned Real Property, subject only to the Permitted Encumbrances or arising out of acts of the insured. The Lessee's Title Policies shall insure the Purchaser that, upon consummation of the transactions herein contemplated, Purchaser will be vested with a good, valid, marketable and insurable leasehold estate in and to the Leased Real Property, subject only to the Permitted Encumbrances. Purchaser has furnished shall have until the end of the Title Inspection Period in which to furnish Seller a written statement of reasonable objections to exceptions, including any encumbrances or Surveys, exceptions which, in Purchaser's reasonable judgment, would materially interfere with or impair Purchaser's use of the Real Property for the operation of Applebee's restaurants or which would result in a material decrease in the value of the Real Property ("Material Objections"). Seller shall have until 15 days following the Termination Date end of the Title Inspection Period in which to satisfy furnish Purchaser with a written statement regarding the Seller's response to the Purchaser's Objections. If Seller notifies Purchaser within such Material Objections (but with no obligation to do so) in all material respects, and if Seller fails 15-day period that it is unable or unwilling to satisfy all Material Objections in all material respects on or prior to the Termination Date, then Purchaser's sole right and remedy shall be to either (i) waive the objections Objections and elect to close, or (ii) terminate this Agreement by giving written notice of such termination to Seller. If Purchaser fails to furnish Seller a written statement of Objections by the end of the Title Inspection Period with respect to any matter appearing as an exception on a Title Commitment, such matter shall be deemed waived by Purchaser and shall be a Permitted Encumbrance. If Seller fails to provide written notice to Purchaser within such 15-day period of its unwillingness or inability to satisfy any Objections, it shall be deemed to have agreed to satisfy such Objections prior to the Termination Date. The parties acknowledge that some of the Leased Real Property may be located in shopping centers, and as such, unless the leased premises are a free standing building located on a separate pad with its own legal description ("Free Standing Premises") the Lessee Title Commitments for such Leased Real Property will contain encumbrances for the entire shopping centers. Purchaser may not object to title encumbrances for such Leased Real Property that do not affect the premises leased under the Leases, which such encumbrances shall be deemed to be Permitted Encumbrances.

Title Examination and Property Inspection. (a) Purchaser has procurred obtained and reviewed (i) current surveys and title insurance commitments with respect to shall have 30 days following receipt of the Owned Real Property ("Owner's Title Commitments") pursuant to which the Title Company will agree to issue at Closing owner's policies of title insurance ("Owner's Title Policies") on American Land Title Association standard Form B-1990, without exceptions except as shown in the Owner's Title Commitments, last to be issued by Chicago Title Insurance Company ("Title Company") in an amount in the case of each parcel equal to the purchase price allocated to such parcel received of the Owned Real Property pursuant Surveys and Title Commitments referred to in Section 2.7, and (ii) current surveys and title insurance commitments with respect to the Real Property subject to a Lease (collectively, the "Leased Real Property") 4.12 (the "Lessee Title Commitments", and collectively with the Owner's Title Commitments, the "Title CommitmentsInspection Period") pursuant to which the Title Company will agree to issue at Closing lessee's policies of title insurance ("Lessee's Title Policies") on American Land Title Association standard form of leasehold owner's policy to insure leasehold estates, showing no exceptions except as shown in the Lessee Title Commitments. The Owner's Title Policies shall insure the Purchaser that, upon consummation of the purchase review same and sale herein contemplated, Purchaser will be vested with good, fee simple, marketable, and insurable title to the Owned Real Property, subject only to the Permitted Encumbrances or arising out of acts of the insured. The Lessee's Title Policies shall insure the Purchaser that, upon consummation of the transactions herein contemplated, Purchaser will be vested with a good, valid, marketable and insurable leasehold estate in and to the Leased Real Property, subject only to the Permitted Encumbrances. Purchaser has furnished to furnish Seller a written statement of reasonable objections to exceptions, including any encumbrances or Surveys, exceptions which, in Purchaser's reasonable judgment, would materially interfere with or impair Purchaser's use of the Real Property for the operation of Applebee's restaurants or which would result in a material decrease in the value of the Real Property other reasonable commercial use ("Material Objections"). Seller shall have until the Termination Date to satisfy such Material Objections (but with no obligation to do so) in all material respects, and if Seller fails to satisfy all Material Objections in all material respects on or prior to the Termination Date, then Purchaser's sole right and remedy shall be to either (i) waive the objections and elect to close, or (ii) terminate this Agreement by giving written notice of such termination to Seller. If Purchaser fails to furnish Seller a written statement of Material Objections by the end of the Title Inspection Period with respect to any matter appearing as an exception on a Title Commitment or appearing on a Survey, such matter shall be deemed waived by Purchaser and shall be a Permitted Encumbrance. The parties acknowledge that some of the Leased Real Property may be located in shopping centers, and as such, unless the leased premises are a free standing building located on a separate pad with its own legal description ("Free Standing Premises") the Lessee Title Commitments for such Leased Real Property will contain encumbrances for the entire shopping centers. Purchaser may not object to title encumbrances for such Leased Real Property that do not affect the premises leased under the Leases, which such encumbrances shall be deemed to be Permitted Encumbrances.

Title Examination and Property Inspection. (a) Purchaser has procurred obtained and reviewed (i) current surveys and title insurance commitments with respect to the Owned Real Property ("Owner's Title Commitments") pursuant to which the Title Company will agree to issue at Closing owner's policies of title insurance ("Owner's Title Policies") on American Land Title Association standard Form B-1990, without exceptions except as shown in the Owner's Title Commitments, to be issued by Chicago Title Insurance Company ("Title Company") in an amount in the case of each parcel equal to the purchase price allocated to such parcel shall have 30 days following receipt of the Owned Real Property pursuant documents referred to in Section 2.7, and (ii) current surveys and title insurance commitments with respect to the Real Property subject to a Lease (collectively, the "Leased Real Property"4.12(a) (the "Lessee Title Commitments", and collectively with the Owner's Title Commitments, the "Title CommitmentsInspection Period") pursuant to which the Title Company will agree to issue at Closing lessee's policies of title insurance ("Lessee's Title Policies") on American Land Title Association standard form of leasehold owner's policy to insure leasehold estates, showing no exceptions except as shown in the Lessee Title Commitments. The Owner's Title Policies shall insure the Purchaser that, upon consummation of the purchase review same and sale herein contemplated, Purchaser will be vested with good, fee simple, marketable, and insurable title to the Owned Real Property, subject only to the Permitted Encumbrances or arising out of acts of the insured. The Lessee's Title Policies shall insure the Purchaser that, upon consummation of the transactions herein contemplated, Purchaser will be vested with a good, valid, marketable and insurable leasehold estate in and to the Leased Real Property, subject only to the Permitted Encumbrances. Purchaser has furnished to furnish Seller a written statement of reasonable objections to exceptions, including any encumbrances or Surveys, exceptions which, in Purchaser's reasonable judgment, would materially interfere with or impair Purchaser's use of the Real Property for the operation of Applebee's restaurants or which would result in a material decrease in the value of the Real Property ("Material Objections"). Seller shall have until the Termination Date to satisfy such Material Objections (but with no obligation to do so) in all material respects, and if Seller fails to satisfy all Material Objections in all material respects on or prior to the Termination Date, then Purchaser's sole right and remedy shall be to either (i) waive the objections and elect to close, or (ii) terminate this Agreement by giving written notice of such termination to Seller. If Purchaser fails to furnish Seller a written statement of Material Objections by the end of the Title Inspection Period with respect to any matter appearing as an exception on a Title Commitment (or prior to the Closing in the case of a Material Objection relating to any matter arising after the date of the relevant Title Commitment), such matter along with all other encumbrances of record as of the effective date of the Title Commitments not objected to by Purchaser shall be deemed waived by Purchaser and shall be a Permitted Encumbrance. The parties acknowledge that some of the Leased Real Property may be located in shopping centers, and as such, unless the leased premises are a free standing building located on a separate pad with its own legal description ("Free Standing Premises") the Lessee Title Commitments for such Leased Real Property will contain encumbrances for the entire shopping centers. Purchaser may not object to title encumbrances for such Leased Real Property that do not affect the premises leased under the Leases, which such encumbrances shall be deemed to be Permitted Encumbrances.

Title Examination and Property Inspection. (a) Purchaser has procurred obtained and reviewed shall have until fifteen (i15) current surveys and title insurance commitments with respect to the Owned Real Property ("Owner's Title Commitments") pursuant to which the Title Company will agree to issue at Closing owner's policies business days following receipt from Seller of title insurance ("Owner's Title Policies") on American Land Title Association standard Form B-1990, without exceptions except as shown in the Owner's Title Commitments, to be issued by Chicago Title Insurance Company ("Title Company") in an amount in the case of each parcel equal to the purchase price allocated to such parcel all of the Owned Real Property Surveys and Title Commitments pursuant to Section 2.7, and (ii) current surveys and title insurance commitments with respect to the Real Property subject to a Lease (collectively, the "Leased Real Property") 4.11 (the "Lessee Title Commitments", and collectively with the Owner's Title Commitments, the "Title CommitmentsInspection Period") pursuant to which the Title Company will agree to issue at Closing lessee's policies of title insurance ("Lessee's Title Policies") on American Land Title Association standard form of leasehold owner's policy to insure leasehold estates, showing no exceptions except as shown in the Lessee Title Commitments. The Owner's Title Policies shall insure the Purchaser that, upon consummation of the purchase review same and sale herein contemplated, Purchaser will be vested with good, fee simple, marketable, and insurable title to the Owned Real Property, subject only to the Permitted Encumbrances or arising out of acts of the insured. The Lessee's Title Policies shall insure the Purchaser that, upon consummation of the transactions herein contemplated, Purchaser will be vested with a good, valid, marketable and insurable leasehold estate in and to the Leased Real Property, subject only to the Permitted Encumbrances. Purchaser has furnished to furnish Seller a written statement of reasonable objections to exceptions, including any encumbrances or Surveys, exceptions which, in Purchaser's reasonable judgment, would materially interfere with or impair Purchaser's use of the Real Property for the operation of Applebee's restaurants or which would result in a material decrease in the value of the Real Property ("Material Objections"). Seller shall have until the Termination Date to satisfy such Material Objections (but with no obligation to do so) in all material respects, and if Seller fails to satisfy all Material Objections in all material respects on or prior to the Termination Date, then Purchaser's sole right and remedy shall be to either (i) waive the objections and elect to close, or (ii) terminate this Agreement by giving written notice of such termination to Seller, or (iii) designate the affected Restaurant as an Excluded Restaurant in accordance with Section 2.8. If Purchaser fails to furnish Seller a written statement of Material Objections by the end of the Title Inspection Period with respect to any matter appearing as an exception on a Title Commitment, such matter along with all other encumbrances of record as of the effective date of the Title Commitments not objected to by Purchaser shall be deemed waived by Purchaser and shall be a Permitted Encumbrance. The parties acknowledge that some of the Leased Real Property may be located in shopping centers, and as such, unless the leased premises are a free standing building located on a separate pad with its own legal description ("Free Standing Premises") the Lessee Title Commitments for such Leased Real Property will contain encumbrances for the entire shopping centers. Purchaser may not object to title encumbrances for such Leased Real Property that do not affect the premises leased under the Leases, which such encumbrances shall be deemed to be Permitted Encumbrances.