Title Insurance and Surveys. Due to the critical timeline requirements to close the transaction, PHI may order title searches on all PH Owned Real Property and PH Leased Real Property to be transferred to NPC pursuant to this Agreement. These title searches will be performed by a national title company approved by PHI. If PHI has established relations with such company, NPC will be entitled to the benefit of PHI’s preferred rates. If permissible under applicable law and the terms of any agreement with such company, the fees paid for the searches may be applied toward the title policy costs for title policies desired by NPC based upon these title searches In the event NPC or NPC’s lender requires environmental reports relating to the PH Owned Real Property, NPC shall first obtain PHI’s prior written consent and shall execute the Access and Confidentiality Agreement substantially in the form attached hereto as Exhibit “E”, and shall retain a nationally recognized firm approved by PHI to perform such work. PH will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect NPC’s obligations hereunder. To the extent that NPC or NPC’s lender requires surveys of the Owned Real Property, NPC shall retain a nationally recognized firm approved by PHI to perform such work. The consultants referenced in this Section 1.7 will be retained solely by NPC, but PH shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 and 10.9, NPC shall reimburse PH at Closing (or at such other time as contemplated by those provisions) for all actual or estimated costs incurred by PH in obtaining title insurance, surveys and/or environmental reports on behalf of NPC. Notwithstanding the foregoing however, NPC will not be responsible for the payment or reimbursement of any costs relating to title insurance, surveys and/or environmental reports on any of the subject real estate unless such service is specifically requested by NPC, and request is given forty-five (45) days prior to the Closing.
Title Insurance and Surveys. Parent, at its sole cost and expense, may procure new or updated owner’s title insurance policies (the “Title Policies”) from title companies of its choice with respect to the Owned Real Property or the Leased Real Property insuring title subject only to the Permitted Liens and such other general title exceptions as may be raised by the Title Company. Parent shall also be responsible for the delivery of any documentation required by the title companies in connection with the title policies including surveys or zoning reports; provided, however, that the Company and Company Subsidiaries shall deliver the documentation required by Parent’s title companies in connection therewith as described below. At Parent’s request, the Company and the Company Subsidiaries shall cooperate with and assist Parent with any reasonable request in Parent’s efforts to obtain the title policies and shall execute and deliver to the title companies such affidavits, certificates and other documentation as are customary and reasonably requested to cause the title companies to issue CLTA Standard Coverage Policy – 1990 for the Owned Real Property or the Leased Real Property (including assistance to obtain a “non-imputation” or similar endorsement), but none of the officers or directors of the Companies shall be required to execute any personal indemnities with respect thereto. Prior to Closing, Parent may, at its sole cost and expense, obtain and update any surveys pertaining to the Owned Real Property or the Leased Real Property; provided, however, that any such surveys and survey updates shall be performed by a surveyor acceptable to the Company, the approval of which shall not be unreasonably withheld, conditioned or delayed. The Company agrees to reasonably cooperate with Parent prior to the Closing to permit Parent to procure any surveys of the Owned Real Property or Leased Real Property that Parent’s reasonably deems necessary, all at Parent’s sole risk, cost and expense.
Title Insurance and Surveys. Seller shall use its commercially reasonable efforts to assist Buyer and the Sale Leaseback Purchaser in obtaining the Title Policies in form and substance as set forth in Section 2.08(d) of this Agreement, including, without limitation, removing from title any liens or encumbrances which are not Permitted Liens. Seller shall provide the Title Company with any affidavit, indemnity or other assurances reasonable and customarily requested by the Title Company to issue the Title Policies.
Title Insurance and Surveys. (a) Title Insurance on Fee Property. With respect to each parcel of Real Property that Seller owns, Seller will obtain and deliver to Buyer, at Seller's expense, at or prior to Closing, an ALTA Owner's Policy of Title Insurance Form B-1987 (or equivalent policy acceptable to Buyer), issued by a title insurer satisfactory to Buyer, in an amount equal to the fair market value of the property and any improvements thereon (as reasonably determined by Buyer), insuring title to such parcel to be in the name of Buyer as of the Closing, subject only to liens or encumbrances expressly permitted by this Agreement.
Title Insurance and Surveys. The Buyers will have received (i) with respect to each parcel of Real Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to the Buyers, in an amount equal to the fair market value of such Real Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Real Estate in the Buyers as of the Closing subject only to the Permitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or its lender reasonably requests, (ii) with respect to each parcel of Owned Real Estate, an owner's policy of title insurance by a title insurer reasonably satisfactory to the Buyers, in an amount equal to the fair market value of such Real Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring title to the Owned Real Estate to be vested in the Buyers as of the Closing free and clear of all liens and encumbrances except Permitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or its lender reasonably requests, and (iii) a current survey of each parcel of Real Estate certified to the Buyers and its lender, prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters shown customarily on such surveys, and showing access affirmatively to public streets and roads (the "Surveys") which shall not disclose any survey defect or encroachment from or onto any of the Real Estate which has not been cured or insured over prior to the Closing. The Buyers and the Seller will each pay one-half (1/2) of the costs of these title policies and Surveys, provided that Seller's responsibility for such costs shall not exceed Five Thousand Dollars ($5,000).
Title Insurance and Surveys. (a) With respect to each parcel of Real Property owned by the Company at the Closing Date, the Shareholders and the Company shall use their reasonable efforts to assist CCC in obtaining (i) as soon as practicable after the date of this Agreement, a title commitment disclosing the condition of title to such fee estate and all easements, rights of way, and restrictions of record with respect thereto, as of a date not earlier than the date of this Agreement, accompanied by copies of all instruments evidencing the scope and extent of all such easements, rights of way, and restrictions of record (the "Title Commitment"), ---------------- and (ii) at or prior to Closing, an ALTA Owner's Policy of Title Insurance on a form customarily used in the state in which the Real Property is located, issued by a title insurer satisfactory to CCC, in an amount equal to the fair market value of the Real Property (as reasonably determined by CCC), insuring title to such property to be in the name of the party designated by CCC on SCHEDULE 7.3, subject only to Permitted Encumbrances (each a "Title Policy"). ------------
(b) With respect to each Real Property interest as to which a Title Policy is to be procured pursuant to this Agreement, the Shareholders and the Company shall use their reasonable efforts to assist CCC in obtaining as soon as practicable after the date of this Agreement, a current survey of the relevant parcel, prepared and certified to CCC and to the title insurer of such Real Property interest by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters customarily shown on such surveys, and showing access affirmatively to public streets and roads.
Title Insurance and Surveys. Seller shall make available to Buyer prior to the Closing Date copies of its most recent owner’s closing title insurance policy, binder or abstract and any surveys on each parcel of the Seller Real Estate, or such other evidence of title reasonably acceptable to Buyer. Seller shall also provide to Buyer updated title reports, abstracts or surveys on such Seller Real Estate at the Closing, as Buyer shall reasonably request. Buyer shall pay the costs of any such updated reports, abstracts or surveys.
Title Insurance and Surveys. Within forty-five (45) days after the date of this Agreement, Seller will provide Buyer, at Seller’s expense, with an ALTA 2006 standard form owner’s commitment (containing the endorsements described in Section 8.1(e) below) for title insurance with respect to each parcel of real property comprising the Owned Real Property (including legible copies of all documents, instruments or agreements evidencing or creating the exceptions referenced in such commitment to the extent available from the public records) from Chicago Title Insurance Company and an ALTA/ACSM Land Title Survey prepared in accordance with the 2005 minimum requirements therefor as adopted by American Land Title Association and the National Society of Professional Surveyors (prepared and certified, in form reasonably acceptable to Buyer as to all matters shown thereon, by a surveyor licensed by the State of Illinois and reasonably acceptable to Buyer, which shall include a notation stating whether or not a portion of the premises are located in a 100 year flood plain, flood-prone area of special flood hazard and if so, depicting the location of such flood-prone area of special flood hazard). With respect to any such parcel or parcels of real property collectively comprising the Owned Real Property used for any single Branch location (each, an “Owned Location”), Buyer shall have fifteen (15) Business Days after the receipt of the commitment for title insurance and the land title survey applicable to any such Owned Location to object, in writing, to the exceptions or other matters contained therein if and only if such exceptions or matters would, in Buyer’s reasonable discretion, (i) materially impair the use or occupancy (consistent with current use or occupancy) of the applicable Owned Location as a banking branch, or (ii) cost, at such Owned Location, more than $150,000 to remediate, cure or correct (it being agreed that if such exception or matter is not capable of being cured, remediated or corrected, the cost to cure, remediate or correct such exception or matter shall be deemed to exceed $150,000) (any of item (i) or (ii), an “Objectionable Title Matter”). Buyer shall not have the right to object to any exceptions or other matters contained in the commitment for title insurance and/or the land title survey applicable to any such Owned Location, except for Objectionable Title Matters; by way of clarification and not limitation, Objectionable Title Matters shall not include exceptions for ...
Title Insurance and Surveys. Buyer will obtain with respect to each --------------------------- parcel of Real Property described in Schedule 6.13 which is used as the WKJS Transmitter Site and WSOJ Transmitter Site (i) within forty-five (45) days of the date of the execution of this Agreement, an owner's policy by a title insurer reasonably satisfactory to Seller, in an amount equal to the fair market value of such Real Property (including all improvements located thereon), insuring Buyer's fee simple title to such Real Property as of the Closing without defects in title, together with such endorsements for zoning, continuity, public access and extended coverage as Buyer or its lender may reasonably request and (ii) a current survey of each parcel of Real Property certified to Buyer and its lender, prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters shown customarily on such surveys, and showing access affirmatively to public streets and roads ("Survey") which shall not disclose any survey defect or encroachment from or onto any of the Real Property which has not been cured or insured over prior to the Closing. Buyer shall pay the cost of such title policies and Survey.
Title Insurance and Surveys. Within thirty (30) after the execution of this Agreement, at Buyer's option, Buyer may obtain at Buyer's expense: (a) a commitment for an ALTA title insurance policy related to the Real Property reasonably acceptable to Buyer (the "Title"); or (b) a staked-on-ground boundary survey of the Real Property reasonably acceptable to Buyer, certified current as of the date of delivery thereof, prepared by a duly licensed and registered land surveyor acceptable to Buyer (the "Survey"). The Title and the Survey will be ordered by the Buyer, and shall in all respects be reasonably acceptable to Buyer. Buyer agrees to notify Seller of any objection to the status of the Title and/or Survey within ten (10) business days after Buyer's receipt of the Title and Survey. In the event that the Title and/or Survey are reasonably unsatisfactory to Buyer and Buyer has timely objected thereto, Seller shall have sixty (60) calendar days from Seller's receipt of notice to eliminate such condition or matter. If the condition or matter is not eliminated by Seller within the prescribed 60 day period, Buyer may terminate this Agreement, without any further liability hereunder.
