Common use of Title Insurance and Ability of Seller to Convey Clause in Contracts

Title Insurance and Ability of Seller to Convey. 5.1 Purchaser acknowledges receipt prior to the Effective Date of certain commitments (collectively, the “Title Reports”) to issue owner’s policies of title insurance with respect to the Property from Escrow Agent bearing the commitment numbers set forth on Exhibit C attached hereto. On the Closing Date, Purchaser will purchase (at Seller’s expense) from Escrow Agent owner’s title insurance policies for the Property insuring Purchaser in the amount of the Purchase Price. Purchaser acknowledges receipt prior to the Effective Date of certain ALTA surveys of the Property performed by a registered surveyor and as further described on Exhibit C attached hereto, which shall be certified to Purchaser, Seller, Escrow Agent, and any other party required by Purchaser (collectively, the “Surveys”); it being understood that obtaining a Survey shall not constitute a condition to, or delay, the Closing. Purchaser will deliver a copy of any updated Title Report and any updated Survey to Seller and Escrow Agent promptly after Purchaser’s receipt thereof. Except as otherwise specifically provided in Section 5.2 and Section 5.3, Seller shall not be obligated to incur any expense, or to bring any action or proceeding, to remove any exceptions or objections to title or to render title to the Property marketable and/or indefeasible and shall not be obligated to grant an abatement in the Purchase Price with respect to any such exception or objection. Nothing herein contained shall be construed to limit Purchaser’s right to specific performance in the event of Seller’s willful default hereunder. Seller shall have the right, but not the obligation, to a reasonable adjournment or adjournments of the Closing to remove any defect in or objection to title disclosed on or prior to the Closing Date in any Title Report and/or Survey, any update to any Title Report and/or Survey, or otherwise which does not constitute a Permitted Encumbrance (including, but not limited to, any Required Title Clearance Item (as such term is defined in Section 5.2.1)). Purchaser acknowledges and agrees that Seller makes no representation or warranty regarding the condition of title to the Land or the Improvements.

Title Insurance and Ability of Seller to Convey. 5.1 Purchaser acknowledges receipt prior to the Effective Date of (i) certain commitments (collectively, the “Title Reports”) to issue owner’s policies of title insurance with respect to the applicable Property from Escrow Agent bearing the commitment numbers set forth on Exhibit C Schedule I attached hereto, and (ii) copies of all documents, recorded or unrecorded, referenced in the Title Reports (collectively, the “Underlying Documents”). On the Closing Date, Purchaser will purchase Seller shall cause (at Seller’s expenseexpense in accordance with the terms of Article 7 below) from Escrow Agent the Title Company to issue to Purchaser (or its applicable designee or assignee as permitted in accordance with the terms of Section 25.8) an owner’s title insurance policies policy for the each individual Property insuring Purchaser (or its applicable designee or assignee as permitted in accordance with the terms of Section 25.8) in the amount of the Allocated Purchase PricePrice for such Property, insuring title to such Property in Purchaser (or its applicable designee or assignee as permitted in accordance with the terms of Section 25.8), subject only to all Permitted Encumbrances and including the Required Endorsements (as hereinafter defined) to the extent available in the State where the applicable Property is located (each, a “Title Policy” and, collectively, the “Title Policies”). Purchaser acknowledges receipt prior to the Effective Date of certain ALTA surveys of the Property Properties performed by a registered surveyor and as further described on Exhibit C Schedule I attached heretohereto , which shall be updated as reasonably requested by Purchaser (at Seller’s sole cost) and certified to Purchaser (and/or its applicable designee or assignee as permitted in accordance with the terms of Section 25.8), Purchaser’s lender(s), Seller, Escrow Agent, and any other party reasonably required by Purchaser (collectively, the “Surveys”); it being understood that obtaining a Survey ) Each of Purchaser and Seller shall not constitute a condition to, or delay, deliver to the Closing. Purchaser will deliver a copy of other and to the Title Company any updated updates to the Title Report Reports and any updated Survey to Seller and Escrow Agent Surveys obtained by such party promptly after Purchaser’s receipt thereof. Except as otherwise specifically provided in Section 5.2 4.1, Section 5.2, Section 5.3 and Section 5.3, 5.4. Seller shall not be obligated to incur any expense, or to bring any action or proceeding, to remove any exceptions or objections to title or to render title to the any Property marketable and/or indefeasible and shall not be obligated to grant an abatement in the Purchase Price with respect to any such exception or objection. Nothing herein contained shall be construed to limit Purchaser’s right to specific performance or any other remedy hereunder in the event of Seller’s willful default hereunder. Seller shall have the right, but not the obligation, to a reasonable adjournment or adjournments adjournments, but in no event more than twenty (20) days in the aggregate, of the Closing to remove any defect in or objection to title disclosed on or prior to the Closing Date in any Title Report and/or Survey, any update to any Title Report and/or Survey, or otherwise which does not constitute a Permitted Encumbrance (including, but not limited to, any Required Title Clearance Item (as such term is defined in Section 5.2.1)). Purchaser acknowledges and agrees that that, except as expressly provided in this Agreement and in any Seller’s Document delivered to Purchaser at the Closing, Seller makes no representation or warranty regarding the condition of title to the Land or the Improvements. Seller acknowledges that, at the Closing, Purchaser may obtain loan policies of title insurance, at Purchaser’s sole cost and expense, for its lender from Chicago Title Insurance Company (“Chicago Title”) insuring the lien of the applicable mortgage, deed of trust or deed to secure debt, as applicable, on the Properties (collectively, the “Loan Title Policies”) and Seller agrees to reasonably cooperate with Purchaser and Chicago Title, at no cost or expense to Seller, in the issuance of such Loan Title Policies as set forth herein. Seller agrees that delivery to Chicago Title of the documents and instruments required under Section 12 shall not be deemed to impose any cost or expense on Seller.

Title Insurance and Ability of Seller to Convey. 5.1 Purchaser acknowledges receipt prior to the Effective Date of certain commitments (collectively, the “Title Reports”) to issue owner’s policies of title insurance with respect to the Property from Escrow Agent bearing the commitment numbers set forth on Exhibit C Schedule I attached hereto. On the Closing Date, Purchaser will purchase (at Seller’s expense) from Escrow Agent owner’s title insurance policies for the each individual Property insuring Purchaser in the amount of the Allocated Purchase PricePrice for such Property. Purchaser acknowledges receipt prior to the Effective Date of certain ALTA surveys of the Property performed by a registered surveyor and as further described on Exhibit C Schedule I attached hereto, which shall be certified to Purchaser, Seller, Escrow Agent, and any other party required by Purchaser (collectively, the “Surveys”); it being understood that obtaining a Survey shall not constitute a condition to, or delay, the Closing. Purchaser will direct each respective vendor to promptly deliver a copy of any updated Title Report and any updated Survey to Seller and Escrow Agent promptly after Purchaser’s receipt thereofAgent. Except as otherwise specifically provided in Section 5.2 and Section 5.3, Seller shall not be obligated to incur any expense, or to bring any action or proceeding, to remove any exceptions or objections to title or to render title to the Property marketable and/or indefeasible and shall not be obligated to grant an abatement in the Purchase Price with respect to any such exception or objection. Nothing herein contained shall be construed to limit Purchaser’s right to specific performance in the event of Seller’s willful default hereunder. Seller shall have the right, but not the obligation, to a reasonable adjournment or adjournments of the Closing to remove any defect in or objection to title disclosed on or prior to the Closing Date in any Title Report and/or Survey, any update to any Title Report and/or Survey, or otherwise which does not constitute a Permitted Encumbrance (including, but not limited to, any Required Title Clearance Item (as such term is defined in Section 5.2.1)). Purchaser acknowledges and agrees that Seller makes no representation or warranty regarding the condition of title to the Land or the ImprovementsImprovements except as expressly set forth herein.

Title Insurance and Ability of Seller to Convey. 5.1 Purchaser acknowledges receipt prior to (a) Within 30 days from the Effective Date of certain commitments (collectivelydate hereof, the “Title Reports”) to issue owner’s policies of Seller shall cause title insurance with respect to the Property from Escrow Agent bearing the commitment numbers set forth on Exhibit C attached hereto. On the Closing Date, Purchaser will purchase (at Seller’s expense) from Escrow Agent owner’s to be searched and examined by a title insurance policies company reasonably acceptable to the Purchaser (the "Title Insurance Company") and shall deliver to the attorneys for Purchaser the title report for the Property insuring Purchaser in issuance of an ALTA Owner's policy, including the amount of the Purchase Price. Purchaser acknowledges receipt prior to the Effective Date of certain tax search, survey readings, all other accompanying searches and all underlying title exception documents together with an ALTA surveys survey of the Property performed by a registered surveyor licensed by the State of Nevada and as further described on Exhibit C attached heretoreasonably acceptable to the Purchaser. The Purchaser, which at the Purchaser's sole cost and expense, shall cause the title commitment to the Property to be delivered to the Purchaser's attorneys for the issuance of an ALTA Owner's policy; provided, that such cost of the title commitment shall be certified reimbursed to the Purchaser by the Seller on the Second Closing Date should the transactions provided for herein close. The Seller agrees to take all reasonably necessary actions as will enable the Title Insurance Company to delete (i) any exceptions from the said commitment that are not listed among the Permitted Liens and (ii) all Liens referenced in clause (v) of the definition of Permitted Liens that have been recorded against the Property. If any objections appear in any subsequent report, the Purchaser shall notify the attorneys for the Seller promptly after becoming aware of same and, if the Seller is unable to remedy such objections prior to the Second Closing, the Purchaser hereby grants to the Seller a reasonable adjournment of the Second Closing Date during which time the Seller shall reasonably attempt to remedy same. The premium for CLTA coverage shall be paid by the Seller and the remaining premium shall be paid by the Purchaser. (b) Notwithstanding anything contained herein to the contrary, Seller, Escrow Agent, the Seller shall eliminate all mortgages and security interests regardless of amount and any other party required by Purchaser Liens affecting the Property, other than Permitted Liens, which Liens secure a liquidated sum of money. (collectivelyc) The Seller shall not, between the date hereof and the Second Closing Date, subject the Property to any Lien or other encumbrance to title except (i) Permitted Liens and (ii) Liens or other encumbrances to the extent that the same will be discharged of record at or before the Second Closing, and the Seller shall discharge same of record at or before the Second Closing. (d) If at the Second Closing there shall be any Liens affecting the Property in addition to the Permitted Liens, the “Surveys”); it being understood that obtaining a Survey shall not constitute a condition to, or delay, Seller may require the Closing. Purchaser will deliver a copy to apply such portion of any updated Title Report and any updated Survey to Seller and Escrow Agent promptly after Purchaser’s receipt thereof. Except as otherwise specifically provided in Section 5.2 and Section 5.3, Seller shall not be obligated to incur any expense, or to bring any action or proceeding, to remove any exceptions or objections to title or to render title to the Property marketable and/or indefeasible and shall not be obligated to grant an abatement in the Second Closing Purchase Price with respect to any such exception or objection. Nothing herein contained as shall be construed necessary to limit Purchaser’s right to specific performance in the event of Seller’s willful default hereunder. Seller shall have the rightdischarge such Liens; provided, but not the obligation, to a reasonable adjournment or adjournments of the Closing to remove any defect in or objection to title disclosed on that at or prior to the Closing Date in any Title Report and/or SurveySecond Closing, any update to any Title Report and/or Survey, or otherwise which does not constitute a Permitted Encumbrance (including, but not limited to, any Required Title Clearance Item (as such term is defined in Section 5.2.1)). Purchaser acknowledges and agrees that the Seller makes no representation or warranty regarding the condition of title shall have delivered to the Land or Purchaser instruments satisfactory to the ImprovementsTitle Insurance Company and sufficient to discharge the same of record.

Title Insurance and Ability of Seller to Convey. 5.1 Purchaser acknowledges receipt prior to (a) Within 30 days from the Effective Date of certain commitments (collectivelydate hereof, the “Title Reports”) to issue owner’s policies of Seller shall cause title insurance with respect to the Property from Escrow Agent bearing the commitment numbers set forth on Exhibit C attached hereto. On the Closing Date, Purchaser will purchase (at Seller’s expense) from Escrow Agent owner’s to be searched and examined by a title insurance policies company reasonably acceptable to the Purchaser (the "Title Insurance Company") and shall deliver to the attorneys for Purchaser the title report for the Property insuring Purchaser in issuance of an ALTA Owner's policy, including the amount of the Purchase Price. Purchaser acknowledges receipt prior to the Effective Date of certain tax search, survey readings, all other accompanying searches and all underlying title exception documents together with an ALTA surveys survey of the Property performed by a registered surveyor licensed by the State of Nevada and as further described on Exhibit C attached heretoreasonably acceptable to the Purchaser. The Purchaser, which at the Purchaser's sole cost and expense, shall cause the title commitment to the Property to be delivered to the Purchaser's attorneys for the issuance of an ALTA Owner's policy, provided that such cost of the title commitment shall be certified reimbursed to the Purchaser by the Seller on the Closing Date should the transactions provided for herein close. The Seller agrees to take all reasonably necessary actions as will enable the Title Insurance Company to delete (i) any exceptions from the said commitment that are not listed among the Permitted Liens and (ii) all Liens referenced in clause (v) of the definition of Permitted Liens that have been recorded against the Property. If any objections appear in any subsequent report, the Purchaser shall notify the attorneys for the Seller promptly after becoming aware of same and if the Seller is unable to remedy such objections prior to the Closing, the Purchaser hereby grants to the Seller a reasonable adjournment of the Closing Date during which time the Seller shall reasonably attempt to remedy same. The premium for CLTA coverage shall be paid by the Seller and the remaining premium shall be paid by the Purchaser. (b) Notwithstanding anything contained herein to the contrary, Seller, Escrow Agent, the Seller shall eliminate all mortgages and security interests regardless of amount and any other party required by Purchaser Liens affecting the Property, other than Permitted Liens, which Liens secure a liquidated sum of money. (collectivelyc) The Seller shall not, between the date hereof and the Closing Date, subject the Property to any Lien or other encumbrance to title except (i) Permitted Liens and (ii) Liens or other encumbrances to the extent that the same will be discharged of record at or before the Closing, and the Seller shall discharge same of record at or before the Closing. (d) If at the Closing there shall be any Liens affecting the Property in addition to the Permitted Liens, the “Surveys”); it being understood that obtaining a Survey shall not constitute a condition to, or delay, Seller may require the Closing. Purchaser will deliver a copy to apply such portion of any updated Title Report and any updated Survey to Seller and Escrow Agent promptly after Purchaser’s receipt thereof. Except as otherwise specifically provided in Section 5.2 and Section 5.3, Seller shall not be obligated to incur any expense, or to bring any action or proceeding, to remove any exceptions or objections to title or to render title to the Property marketable and/or indefeasible and shall not be obligated to grant an abatement in the Purchase Price with respect to any such exception or objection. Nothing herein contained as shall be construed necessary to limit Purchaser’s right to specific performance in the event of Seller’s willful default hereunder. Seller shall have the rightdischarge such Liens; provided, but not the obligation, to a reasonable adjournment or adjournments of the Closing to remove any defect in or objection to title disclosed on that at or prior to the Closing Date in any Title Report and/or SurveyClosing, any update to any Title Report and/or Survey, or otherwise which does not constitute a Permitted Encumbrance (including, but not limited to, any Required Title Clearance Item (as such term is defined in Section 5.2.1)). Purchaser acknowledges and agrees that the Seller makes no representation or warranty regarding the condition of title shall have delivered to the Land or Purchaser instruments satisfactory to the ImprovementsTitle Insurance Company and sufficient to discharge the same of record.

Title Insurance and Ability of Seller to Convey. 5.1 6.1 Purchaser acknowledges receipt prior to the Effective Date of certain commitments shall order a title report from Madison Title Agency, LLC (collectively, the “Title ReportsCompany”) within five (5) days after the date hereof. Purchaser shall have ten (10) business days from the date Purchaser receives a copy of a title report for the Property or of any update to issue owner’s policies the title report to examine same and to notify Seller of any title insurance with respect objections affecting title to the Property from Escrow Agent bearing the commitment numbers set forth on Exhibit C attached heretoother than Permitted Encumbrances. On the Closing Date, Any title objection not objected to in writing by Purchaser will purchase within said ten (at Seller’s expense10) from Escrow Agent owner’s title insurance policies for the Property insuring Purchaser in the amount of the Purchase Price. Purchaser acknowledges receipt prior to the Effective Date of certain ALTA surveys of the Property performed by a registered surveyor and as further described on Exhibit C attached hereto, which business day period shall be certified to deemed approved by Purchaser, Seller, Escrow Agent, and any other party required by Purchaser (collectively, the “Surveys”); it being understood that obtaining a Survey shall not constitute a condition to, or delay, the Closing. Purchaser will deliver a copy of any updated Title Report and any updated Survey to Seller and Escrow Agent promptly after Purchaser’s receipt thereof. Except as otherwise specifically provided in Section 5.2 6.2 and Section 5.36.3, Seller shall not be obligated to incur any expense, expense in excess of $750,000 or to bring any action or proceeding, to remove any exceptions or objections to title or to render title to the Property marketable and/or indefeasible and shall not be obligated to grant an abatement in the Purchase Price with respect to any such exception or objection. If Seller shall be unable to convey title in accordance with the terms of this Contract of Sale or if Seller shall be unwilling to remove any objections to title which Seller is not obligated to remove pursuant to Section 6.2 and Section 6.3, Purchaser shall have the option to accept title subject to such objections without any abatement or reduction in and without any credit or allowance against the Purchase Price, or reject title and terminate this Contract of Sale by written notice to Seller without any claim for damages or specific performance. Nothing herein contained shall be construed to limit Purchaser’s right to specific performance in the event of Seller’s willful default under this Section 6 or any other provision under this Contract of Sale. In the event that Purchaser so rejects title and sends written notice to Seller terminating this Contract, Escrowee shall return the Deposit to Purchaser and this Contract of Sale shall be null and void and the parties hereto shall be relieved of all further obligation and liability hereunder. Seller shall have the right, but not the obligation, to a reasonable adjournment or adjournments of the Closing (but in any case not to exceed thirty (30) days in the aggregate) to remove any defect in or objection to title noted in such title report or updated title report which does not constitute a Permitted Encumbrance which may be disclosed on or prior to the Closing Date Date. 6.2 Notwithstanding anything contained herein to the contrary, (a) Seller shall eliminate (i) any mortgage or other voluntary lien, regardless of amount, executed, consented to or assumed by Seller, (ii) real estate taxes and water and sewer charges and (iii) fines, penalties or interest of record imposed against the Property and any other liens or encumbrances affecting the Property, other than the Permitted Encumbrances, which may be removed solely by the payment of a sum of money not exceeding $750,000 in any the aggregate, and (b) if the cost to remove the liens or encumbrances described in clause (a)(iii) above exceeds $750,000 in the aggregate and Purchaser elects to close and accept title to such title objections, the Purchase Price will be reduced by $750,000. 6.3 At the Closing, Seller shall convey to Purchaser fee simple title to the Property free of all liens and encumbrances other than the Permitted Encumbrances. Purchaser shall pay the premium for the Title Report and/or Survey, any update to any Title Report and/or Survey, or otherwise which does not constitute a Permitted Encumbrance (including, but not limited to, any Required Title Clearance Item Policy (as such term is defined in Section 5.2.1)12.7) and shall comply with the other requirements of Title Company which are customarily complied with by purchasers in order to issue the Title Policy. Purchaser may cause to be prepared and, if prepared, delivered to the Title Company a current ALTA/NSPS land title survey (“Survey”). Purchaser acknowledges and agrees In the event that Seller makes no representation the Title Company does not issue at Closing, or warranty regarding unconditionally commit at Closing to issue, to Purchaser, a title policy in accordance with the condition of Title Commitment, insuring Purchaser’s title to the Land Property in the amount of the Purchase Price, subject to the Permitted Exceptions and the standard exceptions and exclusions from coverage as approved or deemed approved by Purchaser pursuant to this Section 6 (the Improvements“Title Policy”), Purchaser shall have the right to terminate this Agreement, in which case the Deposit shall be promptly paid to the Purchaser and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement.