Common use of Title Insurance and Survey Clause in Contracts

Title Insurance and Survey. (a) Within 10 Business Days after the execution and delivery of this Agreement, Purchaser, at its expense, shall order commitments for owner’s policies of title insurance (the “Title Commitment”) issued by First American Title Insurance Company or another nationally recognized title insurance company selected by Purchaser as title insurer (“Title Insurer”) covering fee simple title to the Purchased Real Property, in which the Title Insurer shall agree to insure, in such amount as Purchaser deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions and all other exceptions except for (i) exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions (as defined below), with such endorsements as Purchaser shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein. (b) Within 10 Business Days after the execution and delivery of this Agreement, Purchaser, at Purchaser’s expense, shall order boundary surveys for the Purchased Real Property (the “Survey” or “Surveys”) prepared by a registered land surveyor or surveyors satisfactory to Purchaser. The Surveys shall (i) be completed in accordance with Purchaser’s reasonable survey requirements, and shall be certified to Purchaser and the Title Insurer by such surveyor; (ii) have one perimeter description for the Purchased Real Property on which the Facilities are located; (iii) show all easements, rights-of-way, setback lines, encroachments and other matters affecting the use or development of the Purchased Real Property; and (iv) disclose on the face thereof the gross and net acreage of the Purchased Real Property. Upon receipt of the Surveys by Purchaser, Purchaser shall promptly furnish a copy of same to the Representative.

Title Insurance and Survey. (a) Within 10 Business Days Buyer shall have ordered within five days after the execution date hereof and delivery of this Agreementsubsequently obtained, Purchaser, at its expense, shall order commitments in preparation for owner’s policies of title insurance Closing (the “cost and expense thereof to be shared equally by Buyer and Seller), a commitment for an ALTA Owner's or Leasehold Policy of Title Commitment”) Insurance, as the case may be, Form B-1970, for the Real Property located in Illinois, and, if not regularly available in New Jersey and Ohio, the current ALTA form available in those jurisdictions, for each parcel of Owned Real Property and each parcel of Leased Real Property (the "Title Commitments"), issued by First American Chicago Title Insurance Company or another nationally recognized title insurance company selected by Purchaser as title insurer (“the "Title ----------------- ----- Insurer”) covering fee simple title "). Buyer shall have obtained at the time of delivery of the Title ------- Commitments copies of all documents of record referred to therein. At the Purchased Real PropertyClosing, in which Seller shall have caused the Title Insurer shall agree to insureissue (the cost and expense to be shared equally by Buyer and Seller) the title insurance policies (which may be in the form of a xxxx-up of the Title Commitments) in accordance with the Title Commitments, insuring Buyer's fee simple or leasehold interest (as the case may be) in each such parcel of Real Property as of the Closing Date (including all recorded easements benefitting such parcel insured as a separate parcel), with gap coverage from Seller through the date of recording, subject only to the Permitted Encumbrances, in such amount as Purchaser deems adequateset forth on the Purchase Price Allocation Schedule (collectively, merchantable title the "Title Policies"). Each Title -------------- Policy for the Owned Real Property (and to the extent available with respect to Leased Real Property provided that Buyer (without any obligation of Seller to obtain same) is able to obtain same) shall: (a) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in such policies (provided that if required utility letters or surveys are not returned by the Closing Date, the "extended coverage endorsement" shall include all matters except those matters to be disclosed by such utility letters or surveys); (b) contain an ALTA Zoning Endorsement 3.1, with parking (or equivalent); (c) contain an endorsement insuring that the parcel described in such Title Policy is the parcel shown on the survey delivered with respect to such interests free parcel and a survey accuracy endorsement; (d) contain an endorsement insuring that at least one street adjacent to such parcel is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from such parcel; (e) if the Schedule B standard printed exceptions and real estate covered by such policy consists of more than one record parcel, contain a "contiguity" endorsement insuring that all other exceptions except for (i) exceptions which, under applicable state rules and regulations, cannot be deleted or modified of the record parcels are contiguous to one another; and (iif) Permitted Exceptions (as defined below), with such endorsements as Purchaser shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions thereincontain a tax number endorsement. (b) Within 10 Business Days Buyer shall have ordered within five days after the execution date hereof and delivery of this Agreementobtained (the cost and expense thereof to be equally shared by Seller and Buyer), Purchaser, at Purchaser’s expense, shall order boundary surveys in preparation for the Purchased Closing, current surveys of each parcel of Real Property (the “Survey” or “Surveys”) prepared by a registered land surveyor or surveyors satisfactory in the jurisdiction where the Real Property is located, conforming to Purchaser. The 1992 ALTA/ACSM Minimum Detail Requirements for Urban Land Title Surveys shall (i) be completed in accordance with Purchaser’s reasonable survey requirements"Surveys"), and shall be certified to Purchaser Buyer and the Title Insurer by Insurer, which ------- form of certification shall be reasonably acceptable to Buyer and Title Insurer. The Survey shall disclose the improvements, easements, party walls, sidewalks, roadways, visible utility lines and such surveyor; (ii) have one perimeter description matters shown customarily on such surveys, show access affirmatively to public streets and roads, and include Table A Item numbers 1-4, 6-11 and 13. Except for Permitted Encumbrances, no Survey shall disclose any survey defect or encroachment from or onto any of the Purchased Real Property which will have a material adverse effect on which the Facilities are located; (iii) show all easements, rights-of-way, setback lines, encroachments and other matters affecting the use or development occupancy of the Purchased Real Property; and (iv) disclose on the face thereof the gross and net acreage of the Purchased Real Property. Upon receipt Notwithstanding the foregoing, the failure to deliver any such survey shall not be a failure of a Closing condition to Buyer's obligation to consummate the Surveys transactions contemplated by Purchaser, Purchaser shall promptly furnish a copy of same to the Representativethis Agreement.

Title Insurance and Survey. (a) Within 10 Business Days after the As a condition to Purchaser’s execution and delivery of this Agreement, Purchaser shall have received at its sole cost and expense: (a) ALTA Owner’s Title Insurance Policies dated as of the Closing Date issued to the Purchaser by a Title Insurer approved by the Purchaser with respect to the Owned Real Property with survey, zoning, mechanics liens and, as appropriate, “gap” coverage, which (i) insure in amounts reasonably acceptable to the Purchaser that the fee simple absolute title in the real property described therein is marketable and valid and vested in the Purchaser, at its expensesubject only to Permitted Exceptions and the exceptions listed in Schedule 3.10(a) in respect of such property and to no other exceptions, shall order commitments for owner’s policies printed or otherwise, (ii) affirmatively insure against encroachments and against violations of title insurance applicable covenants, conditions and restrictions and, where available, compliance with zoning laws and regulations and (the “Title Commitment”iii) issued by First American Title Insurance Company or another nationally recognized title insurance company selected by Purchaser as title insurer (“Title Insurer”) covering fee simple title contain endorsements to the Purchased Real Property, in which effect that the Title Insurer will not claim as a defense under the policy failure of the insured to disclose to the Title Insurer prior to the date of the policy any defects, liens, encumbrances or adverse claims not shown by public records and known to the insured (but not known to the Purchaser) prior to the Closing (the premiums for such policies as well as the title commitment and survey charges, including, but not limited to, charges for title abstract and examination, shall agree to insure, in such amount as Purchaser deems adequate, merchantable title to such interests free from be paid by the Schedule B standard printed exceptions and all other exceptions except for (i) exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions (as defined belowPurchaser), with such endorsements as Purchaser shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein.; (b) Within 10 Business Days after Current surveys of the execution and delivery of this Agreement, Purchaser, at Purchaser’s expense, shall order boundary surveys for the Purchased Owned Real Property (the “Survey” or “Surveys”) prepared by a registered land surveyor or surveyors satisfactory in form acceptable to Purchaser. The Surveys shall (i) be completed in accordance with Purchaser’s reasonable survey requirements, and shall be certified to Purchaser and the Title Insurer by such surveyorshowing all matters of survey, including, but not limited to, deed record and occupied boundary lines, and the location of all buildings, other improvements, easements, curb cuts, projections encroachments, rights of way and streets; and (iic) have one perimeter description for Flood insurance, in the Purchased event a Hazard Certificate from the Federal Emergency Management Agency shows the Owned Real Property on which the Facilities are located; (iii) show all easements, rights-of-way, setback lines, encroachments and other matters affecting the use is in any type of flood zone or development of the Purchased Real Property; and (iv) disclose on the face thereof the gross and net acreage of the Purchased Real Property. Upon receipt of the Surveys by Purchaser, Purchaser shall promptly furnish a copy of same to the Representativearea.

Title Insurance and Survey. (a) Within 10 Business Days after Purchaser shall have the execution and delivery of this Agreement, Purchaser, at its expense, shall order commitments for right to obtain (i) an owner’s policies of title insurance commitment in the amount of the Purchase Price (the “Title Commitment”) issued by First American Title Insurance Company or another nationally recognized title insurance company selected by Purchaser as title insurer (“Title Insurer”) covering fee simple title to the Purchased Real Property, in which the Title Insurer shall agree to insure, in such amount as Purchaser deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions and all other exceptions except for (i) exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions a survey of the Property (as defined belowthe “Survey”), with such endorsements as Purchaser shall reasonably require and with insurance coverage over any “gap” period. Such matters as are disclosed by the Title Commitments Commitment or Survey and not objected to by Purchaser (or objected to and later waived by Purchaser) are herein referred to as the “Permitted Exceptions”. The title insurance company (“Title Company”) engaged for the issuance of the Title Commitment, and performance of other title company related matters and closing services, shall have attached thereto complete, legible copies of all instruments noted as exceptions thereinbe selected by Purchaser. (b) Within 10 Business Days after During the execution Inspection Period, Purchaser shall advise Seller in writing of any defects or objections affecting the title to the Property or the use thereof by Purchaser disclosed by the Title Commitment or the Survey, or any updates thereto (the “Title Objections”). Seller shall use best efforts to eliminate all Title Objections by the Closing Date including, without limitation by taking such actions as are reasonable and delivery necessary to satisfy all the B-1 requirements in the Title Commitment within its control. Notwithstanding the foregoing, Seller shall be required to cause to be released, satisfied, and removed of record as of the Closing Date: (i) any Title Objections which have been voluntarily recorded or otherwise placed, or permitted to be placed, by Seller against the Property (other than with the prior written approval of Purchaser); (ii) any mortgages, deeds of trust, security instruments, financing statements, or other instruments which evidence or secure indebtedness, judgments, and liens against the Property, including, without limitation, mechanics’ liens, tax liens and real estate taxes, water rates, and sewer rents and taxes, in each case, which are due and payable but which remain unpaid or of record as of the Closing Date (subclauses (i) and (ii), collectively, the "Voluntary Liens"); and (iii) any Title Objections which would not constitute Voluntary Liens, but which can be removed by the payment of a liquidated sum of money (items set forth in this subclause (iii), collectively, "Monetary Liens"; and, together with the Voluntary Liens, the "Mandatory Title Removal Items"). (c) If Seller satisfies all Title Objections prior to Closing Date, then the transaction contemplated hereby shall be closed in accordance with its terms. If Seller fails to eliminate any Title Objection by the Closing Date, Purchaser may, at Purchaser’s election, (i) terminate this Agreement, in which event the parties will have no further obligations hereunder, except as to matters which expressly survive as set forth in this Agreement, or (ii) close the transaction contemplated hereby without regard to such unsatisfied Title Objections, in which event such unsatisfied Title Objections shall constitute Permitted Exceptions. (d) Notwithstanding Section 3(c) above, if Seller fails to eliminate any Mandatory Title Removal Items by the Closing Date, such failure shall, at Purchaser’s election, constitute a default of Seller pursuant to Section 6(a) below and, in addition to the remedies set forth in Section 3(c) above and all other remedies available under this Agreement, shall entitle Purchaser to reduce the Purchase Price by an amount equal to the costs and reasonable expenses incurred by Purchaser to eliminate such outstanding Mandatory Title Removal Items. (e) As a condition to Purchaser’s obligation to close the transaction contemplated hereby, the Title Company shall be irrevocably committed, as reasonably determined by Purchaser, to issue the Title Insurance Owner’s Policy for the Property at Closing in the amount of the Purchase Price subject only to the Permitted Exceptions. In the event of the non-fulfillment of the foregoing condition precedent, Purchaser, at Purchaser’s expenseoption, shall order boundary surveys for the Purchased Real Property (the “Survey” or “Surveys”) prepared may elect to terminate this Agreement at any time without penalty by a registered land surveyor or surveyors satisfactory notice in writing to Purchaser. The Surveys shall (i) be completed in accordance with Purchaser’s reasonable survey requirements, and shall be certified to Purchaser and the Title Insurer by such surveyor; (ii) have one perimeter description for the Purchased Real Property on which the Facilities are located; (iii) show all easements, rights-of-way, setback lines, encroachments and other matters affecting the use or development of the Purchased Real Property; and (iv) disclose on the face thereof the gross and net acreage of the Purchased Real Property. Upon receipt of the Surveys by Purchaser, Purchaser shall promptly furnish a copy of same to the RepresentativeSeller.