Common use of Title Insurance and Surveys Clause in Contracts

Title Insurance and Surveys. (a) Within ten (10) business days after the date of this Agreement, the Acquired Entities and the Shareholder shall deliver copies of previous owner policies or other title evidence sufficient to obtain commitments (the "Commitments") to be issued by Shareholder's counsel as agent for Attorneys' Title Insurance Fund (the "Title Company") for the issuance of an ALTA Owners Policy of Title Insurance (10-17-92) (with Florida Modifications, the "Title Policy") for each of the Owned Properties (and such of the Leased Properties as Republic may designate) in an amount not to exceed the fair market value of the Owned Properties. The premium for the Title Policy shall be paid by the Shareholder. The Title Policy shall show fee simple title to the Owned Properties vested now or to be vested at or immediately prior to the Closing in the Acquired Entities subject only to current real estate Taxes not yet due and payable as of the Effective Time, and such other covenants, conditions, easements, and exceptions to title as Republic may approve in writing (collectively, the "Permitted Exceptions"). The Permitted Exceptions shall include, but shall not be limited to, mortgages or instruments securing any of the Designated Liabilities, and such of the following matters as do not affect the current use of the Owned Properties: (i) zoning restrictions imposed by Governmental Authority (so long as there exists no violation of any such restrictions by the use of or improvements on the Owned Properties), (ii) restrictions and matters appearing on the Plat or otherwise common to the subdivision, and (iii) utility easements that are not subject to any encroachment by existing improvements on the Owned Properties (other than perimeter walls and fences). The Commitments and the Title Policy to be issued by the Title Company shall have all Standard and General Exceptions deleted so as to afford full "extended form coverage" and shall contain contiguity (where appropriate), survey, and such other endorsements as may be reasonably requested by Republic, excluding nonimputation and creditors rights endorsements. At the Closing, the Acquired Entities, the Shareholder and their Affiliates shall deliver such affidavits or other instruments as the Title Company may reasonably require to delete Standard and General Exceptions and to provide the special endorsements required hereunder. The Acquired Entities and the Shareholder shall cause the Commitments to be later-dated to cover the Closing and to cause the Title Company to delete all Schedule B-1 requirements and all Standard Exceptions in the Commitment at the Closing as directed by Republic.

Title Insurance and Surveys. (a) Within ten (10) business days after At the date of this AgreementClosing, the Acquired Entities and the Shareholder shall deliver copies of previous owner policies or other title evidence sufficient to obtain commitments (the "Commitments") to be issued by ShareholderLawyer's counsel as agent for Attorneys' Title Insurance Fund Company (the "Title Company") for shall have delivered to Buyer policies of title insurance, or an irrevocable commitment to issue such policies, in accordance with the issuance of following: (a) an ALTA Owners Policy of Title Insurance owner's title insurance policy with respect to the Owned Property (10-17-92) (with Florida Modifications, the "Title Policy") for each exclusive of the Owned Properties (IDS Site), insuring that Buyer has good and such of the Leased Properties as Republic may designate) in an amount not to exceed the fair market value of the Owned Properties. The premium for the Title Policy shall be paid by the Shareholder. The Title Policy shall show marketable fee simple title in and to each parcel of Owned Property together with all rights, easements and privileges appurtenant thereto (exclusive of the IDS Site) and (b) a leasehold title insurance policy with respect to the Owned Properties vested now or Leased Property, insuring that Buyer has good and marketable leasehold title in and to be vested at or immediately prior to the Closing each parcel of Leased Property together with all rights, easements and privileges appurtenant thereto, in the Acquired Entities subject only to current real estate Taxes not yet due each case free and payable as clear of the Effective Time, and such all Encumbrances other covenants, conditions, easements, and exceptions to title as Republic may approve in writing than Permitted Encumbrances (collectively, the "Permitted ExceptionsTitle Policies"). The Permitted Exceptions Title Policies shall includecontain such endorsements and affirmative coverages as Buyer shall identify on Schedule 7.7 attached hereto and, but shall with respect to title matters and surveys not be limited to, mortgages or instruments securing any provided to Buyer as of the Designated Liabilitiesdate hereof, such additional endorsements and affirmative coverages as Buyer shall reasonably request in writing. Seller shall provide all such affidavits, indemnities (in respect of title), memoranda, assignments, documents and information, whether from Seller or other Persons, in such form as Seller shall reasonably approve and as the following matters as do not affect the current use of the Owned Properties: Title Company reasonably shall require in order to (i) zoning restrictions imposed by Governmental Authority (so long as there exists no violation of any such restrictions by issue the use of or improvements on Title Policies with the Owned Properties)coverage required herein, (ii) restrictions and matters appearing omit from the Title Policies standard title objections customarily omitted on the Plat or otherwise common basis of title affidavits and documentation delivered by Seller (including, without limitation, exceptions as to parties in possession and liens for work performed at the subdivisionproperty), and (iii) utility easements that are not subject to any encroachment by existing improvements on the Owned Properties (other than perimeter walls and fences). The Commitments evidence Seller's authority, and the authority of the Person or Persons executing the conveyance documents on behalf of Seller, to consummate the transactions with respect to the Facilities. Buyer shall bear the cost of the title premiums for such Title Policy to be issued Policies and Seller shall bear the cost of obtaining and recording such memoranda of leases, lease assignments and other documents as are required by the Title Company in order to issue the Title Policies with the coverages and endorsements required herein. Buyer, at Seller's expense shall have all Standard received a current survey from Professional Engineering Corporation, in a form reasonably acceptable to Buyer, of the Facility located in McAlester, Oklahoma, or such portion thereof, as deemed advisable by Buyer in its sole discretion, certified to Buyer, Buyer's lender and General Exceptions deleted so as the Title Company (the "Oklahoma Survey"). Seller shall have delivered to afford full "extended form coverage" and shall contain contiguity Buyer a survey of the Wichita Site prepared by Professional Engineering Corporation, dated not more than thirty (where appropriate)30) days prior to the Closing, surveycertified to Buyer, Buyer's lender, the Title Company and such other endorsements parties as Buyer may be reasonably requested by Republic, excluding nonimputation and creditors rights endorsements. At designate (the Closing"Wichita Survey"; together with the Oklahoma Survey, the Acquired Entities"Surveys"). Each Survey shall comply with the minimum detail requirements for land title surveys as adopted by the American Land Title Association and the American Congress on Surveying and Mapping. Neither the Wichita Survey nor any other Survey shall disclose (x) Encumbrances other than Permitted Encumbrances, the Shareholder and their Affiliates shall deliver such affidavits (y) material shortages in area or conflicts or discrepancies in boundary lines or (z) uninsurable encroachments of improvements, facilities or other instruments as the Title Company may reasonably require to delete Standard and General Exceptions and to provide the special endorsements required hereunder. The Acquired Entities and the Shareholder shall cause the Commitments to be laterstructures across or over boundary lines, easement areas or rights-dated to cover the Closing and to cause the Title Company to delete all Schedule B-1 requirements and all Standard Exceptions in the Commitment at the Closing as directed by Republicof-way.

Title Insurance and Surveys. At the Closing, Lawyer’s Title Insurance Company (the “Title Company”) shall have delivered to Buyer policies of title insurance, or an irrevocable commitment to issue such policies, in accordance with the following: (a) Within ten an owner’s title insurance policy with respect to the Owned Property (10) business days after the date of this Agreement, the Acquired Entities and the Shareholder shall deliver copies of previous owner policies or other title evidence sufficient to obtain commitments (the "Commitments") to be issued by Shareholder's counsel as agent for Attorneys' Title Insurance Fund (the "Title Company") for the issuance of an ALTA Owners Policy of Title Insurance (10-17-92) (with Florida Modifications, the "Title Policy") for each exclusive of the Owned Properties (IDS Site), insuring that Buyer has good and such of the Leased Properties as Republic may designate) in an amount not to exceed the fair market value of the Owned Properties. The premium for the Title Policy shall be paid by the Shareholder. The Title Policy shall show marketable fee simple title in and to each parcel of Owned Property together with all rights, easements and privileges appurtenant thereto (exclusive of the IDS Site) and (b) a leasehold title insurance policy with respect to the Owned Properties vested now or Leased Property, insuring that Buyer has good and marketable leasehold title in and to be vested at or immediately prior to the Closing each parcel of Leased Property together with all rights, easements and privileges appurtenant thereto, in the Acquired Entities subject only to current real estate Taxes not yet due each case free and payable as clear of the Effective Time, and such all Encumbrances other covenants, conditions, easements, and exceptions to title as Republic may approve in writing than Permitted Encumbrances (collectively, the "Permitted Exceptions"“Title Policies”). The Permitted Exceptions Title Policies shall includecontain such endorsements and affirmative coverages as Buyer shall identify on Schedule 7.7 attached hereto and, but shall with respect to title matters and surveys not be limited to, mortgages or instruments securing any provided to Buyer as of the Designated Liabilitiesdate hereof, such additional endorsements and affirmative coverages as Buyer shall reasonably request in writing. Seller shall provide all such affidavits, indemnities (in respect of title), memoranda, assignments, documents and information, whether from Seller or other Persons, in such form as Seller shall reasonably approve and as the following matters as do not affect the current use of the Owned Properties: Title Company reasonably shall require in order to (i) zoning restrictions imposed by Governmental Authority (so long as there exists no violation of any such restrictions by issue the use of or improvements on Title Policies with the Owned Properties)coverage required herein, (ii) restrictions and matters appearing omit from the Title Policies standard title objections customarily omitted on the Plat or otherwise common basis of title affidavits and documentation delivered by Seller (including, without limitation, exceptions as to parties in possession and liens for work performed at the subdivisionproperty), and (iii) utility easements that are not subject to any encroachment by existing improvements on the Owned Properties (other than perimeter walls and fences). The Commitments evidence Seller’s authority, and the authority of the Person or Persons executing the conveyance documents on behalf of Seller, to consummate the transactions with respect to the Facilities. Buyer shall bear the cost of the title premiums for such Title Policy to be issued Policies and Seller shall bear the cost of obtaining and recording such memoranda of leases, lease assignments and other documents as are required by the Title Company in order to issue the Title Policies with the coverages and endorsements required herein. Buyer, at Seller’s expense shall have all Standard received a current survey from Professional Engineering Corporation, in a form reasonably acceptable to Buyer, of the Facility located in McAlester, Oklahoma, or such portion thereof, as deemed advisable by Buyer in its sole discretion, certified to Buyer, Buyer’s lender and General Exceptions deleted so as the Title Company (the “Oklahoma Survey”). Seller shall have delivered to afford full "extended form coverage" and shall contain contiguity Buyer a survey of the Wichita Site prepared by Professional Engineering Corporation, dated not more than thirty (where appropriate)30) days prior to the Closing, surveycertified to Buyer, Buyer’s lender, the Title Company and such other endorsements parties as Buyer may be reasonably requested by Republic, excluding nonimputation and creditors rights endorsements. At designate (the Closing“Wichita Survey”; together with the Oklahoma Survey, the Acquired Entities“Surveys”). Each Survey shall comply with the minimum detail requirements for land title surveys as adopted by the American Land Title Association and the American Congress on Surveying and Mapping. Neither the Wichita Survey nor any other Survey shall disclose (x) Encumbrances other than Permitted Encumbrances, the Shareholder and their Affiliates shall deliver such affidavits (y) material shortages in area or conflicts or discrepancies in boundary lines or (z) uninsurable encroachments of improvements, facilities or other instruments as the Title Company may reasonably require to delete Standard and General Exceptions and to provide the special endorsements required hereunder. The Acquired Entities and the Shareholder shall cause the Commitments to be laterstructures across or over boundary lines, easement areas or rights-dated to cover the Closing and to cause the Title Company to delete all Schedule B-1 requirements and all Standard Exceptions in the Commitment at the Closing as directed by Republicof-way.

Title Insurance and Surveys. (a) Within ten (10) business days after In preparation for the date of this AgreementClosing, the Acquired Entities Parent will use its commercially reasonable efforts to: (i) cause the Title Company to deliver to the Purchaser, as soon as practicable and in any event prior to February 14, 2003, commitments to issue Title Policies for each parcel of Real Property (other than property subject to the Foil Sublease as to which the applicable date shall be February 28, 2003), in amounts equal to the value of such parcels of Real Property, as mutually agreed upon by the Parent and the Shareholder shall deliver copies of previous owner policies or other Purchaser, insuring marketable fee title evidence sufficient to obtain commitments (the "Commitments") to be issued by Shareholder's counsel as agent for Attorneys' Title Insurance Fund (the "Title Company") for the issuance of an ALTA Owners Policy of Title Insurance (10-17-92) (with Florida Modifications, the "Title Policy") for each of the Owned Properties (and such of the Leased Properties as Republic may designate) in an amount not to exceed the fair market value of the Owned Properties. The premium for the Title Policy shall be paid by the Shareholder. The Title Policy shall show fee simple title to the Owned Properties vested now or to be vested at or immediately prior to the Closing in the Acquired Entities subject only to current real estate Taxes not yet due and payable Purchaser as of the Effective TimeClosing Date, subject to the Permitted Encumbrances, and such (ii) deliver to the Purchaser as soon as practicable and in any event prior to February 14, 2003 (other covenantsthan property subject to the Foil Sublease as to which the applicable date shall be February 28, conditions2003), easementsa current survey with respect to each parcel of Real Property as to which a Title Policy is to be procured pursuant to this SECTION 8.9, certified to the Parent, the Seller and the Purchaser, and exceptions prepared by a licensed surveyor and conforming to title as Republic may approve in writing current ALTA Minimum Detail Requirements for Land Title Surveys disclosing such matters customarily shown on such surveys (collectively, the "Permitted ExceptionsSURVEYS"). The Permitted Exceptions shall include, but shall not be limited to, mortgages or instruments securing any Survey of the Designated LiabilitiesSuwanee Real Property shall depict a metes and bounds legal description for the Suwanee Bread Plant, separate from the Freezer and such of the following matters as do not affect Headquarters, to be used in the current use of the Owned Properties: (i) zoning restrictions imposed by Governmental Authority (so long as there exists no violation of any such restrictions by the use of or improvements on the Owned Properties), (ii) restrictions and matters appearing on the Plat or otherwise common to the subdivision, and (iii) utility easements that are not subject to any encroachment by existing improvements on the Owned Properties (other than perimeter walls and fences)Suwanee Lease Agreement. The Commitments and Parent reserves the Title Policy to be issued by the Title Company shall have all Standard and General Exceptions deleted so as to afford full "extended form coverage" and shall contain contiguity (where appropriate), survey, and such other endorsements as may be reasonably requested by Republic, excluding nonimputation and creditors rights endorsements. At the Closing, the Acquired Entities, the Shareholder and their Affiliates shall deliver such affidavits or other instruments as the Title Company may reasonably require to delete Standard and General Exceptions and to provide the special endorsements required hereunder. The Acquired Entities and the Shareholder shall cause the Commitments to be later-dated to cover the Closing and right to cause the Title Company to delete all Schedule B-1 requirements and all Standard Exceptions issue a title commitment for a title policy insuring the real property interest in the Commitment Suwanee Bread Plant reserved by Seller at Closing pursuant to the Suwanee Lease Agreement. The Parent shall pay the cost of the Title Policies and the Surveys. The Purchaser shall reimburse the Parent for one-half the cost of the Title Policies and the Surveys at the Closing as directed by RepublicClosing. The Purchaser shall be solely responsible for obtaining at its sole cost and expense, in the event the Purchaser elects to do so, any extended coverage with respect to the Title Policies or any endorsements to the Title Policies.

Title Insurance and Surveys. From the date hereof until the earlier to occur of (x) the valid termination of this Agreement pursuant to the terms and conditions set forth herein and (y) the Closing, each of the Sellers shall (and shall cause their respective Affiliates to) use their commercially reasonable efforts to assist the Purchaser Group in obtaining the Title Policies and Surveys in form and substance reasonably satisfactory to the Purchaser Group, including removing from title any Liens which are not Permitted Liens, all at the sole cost and expense of the Purchaser Group. Each of the Sellers shall be required to provide (or to cause their respective Affiliates to provide): (a) Within ten (10) business days after the date of this Agreement, the Acquired Entities and the Shareholder shall deliver copies of previous owner policies or other an owner's title evidence sufficient affidavit to obtain commitments (the "Commitments") to be issued by Shareholder's counsel as agent for Attorneys' Chicago Title Insurance Fund Company (the "Title Company") for with respect to (i) work that could result in mechanics' or materialmen's liens affecting the issuance Real Property (and any accompanying lien release from workmen or materialmen related thereto as required by the Purchaser Group or Title Company) and (ii) tenants or any other third party in possession of an ALTA Owners Policy of (or with a possessory interest in) any applicable Owned Real Property under unrecorded leases or other agreements, and otherwise in such form as may be customary in the applicable Real Property jurisdiction, (b) such evidence as may be reasonably required by Title Insurance (10-17-92) (with Florida Modifications, the "Title Policy") for each Company of the Owned Properties Sellers' authority to complete the transactions contemplated by this Agreement, (c) a gap indemnity in such form as may be customary in the applicable Real Property jurisdiction, (d) an affidavit sufficient to provide non‑imputation coverage and (e) such of the Leased Properties as Republic may designate) in an amount not other affidavits, documents or indemnities to exceed the fair market value of the Owned Properties. The premium for the Title Policy shall be paid by the Shareholder. The Title Policy shall show fee simple title to the Owned Properties vested now or to be vested at or immediately Company prior to the Closing in Date as reasonably necessary for Title Company to issue such Title Policy to the Acquired Entities subject only to current real estate Taxes not yet due and payable as Purchaser Group. The Purchaser Group shall indemnify the Seller Indemnified Parties for any liability of the Effective TimeSellers to Title Company, and such other covenantsif, conditions, easements, and exceptions as an accommodation to title as Republic may approve in writing (collectivelythe Purchaser Group, the "Permitted Exceptions"). The Permitted Exceptions shall include, but shall not be limited to, mortgages Sellers provides any representation or instruments securing warranty to Title Company in obtaining any of Title Policy that is more extensive than the Designated Liabilities, and such of the following matters as do not affect the current use of the Owned Properties: described in clauses (i) zoning restrictions imposed by Governmental Authority (so long as there exists no violation of any such restrictions by the use of or improvements on the Owned Propertiesa), (iib), (c), (d) restrictions and matters appearing on (e) of the Plat or otherwise common preceding sentence, but only to the subdivision, and (iii) utility easements that are not subject to any encroachment by existing improvements extent such liability is based on the Owned Properties (other than perimeter walls and fences). The Commitments and the Title Policy to be issued by the Title Company shall have all Standard and General Exceptions deleted so as to afford full "extended form coverage" and shall contain contiguity (where appropriate), survey, and such other endorsements as may be reasonably requested by Republic, excluding nonimputation and creditors rights endorsements. At the Closing, the Acquired Entities, the Shareholder and their Affiliates shall deliver such affidavits more extensive representation or other instruments as the Title Company may reasonably require to delete Standard and General Exceptions warranty and to provide the special endorsements required hereunder. The Acquired Entities and extent such liability exceeds the Shareholder shall cause liability either of the Commitments Sellers had or would have had to be later-dated the Purchaser Group pursuant to cover this Agreement for the Closing and facts, circumstances or occurrences giving rise to cause the such liability to Title Company to delete all Schedule B-1 requirements and all Standard Exceptions in the Commitment at the Closing as directed by RepublicCompany.

Title Insurance and Surveys. (a) Within ten (10) business days after Prior to the date of this AgreementClosing, the Acquired Entities Seller shall reasonably cooperate with the Purchaser to obtain, at the Purchaser’s sole expense, owner’s or lender’s title insurance policies (or bring-down endorsements to any existing title insurance policies, if available) insuring the Purchaser’s interest in the Purchased Real Property or any portion thereof free and the Shareholder shall deliver copies clear of previous owner policies or all Liens other title evidence sufficient to obtain commitments (the "Commitments") to be than Permitted Liens, issued by Shareholder's counsel as agent for Attorneys' Title Insurance Fund (the "Title Company") for the issuance of an ALTA Owners Policy of Title Insurance (10-17-92) (with Florida Modifications, the "Title Policy") for each a nationally recognized title insurance company of the Owned Properties (Purchaser’s choosing and such issued as of the Leased Properties as Republic may designate) in an amount not to exceed the fair market value of the Owned Properties. The premium for the Title Policy shall be paid by the Shareholder. The Title Policy shall show fee simple title to the Owned Properties vested now or to be vested at or immediately prior a date reasonably proximate to the Closing and in amounts determined by the Acquired Entities subject only Purchaser or any lender. Seller’s obligations with respect to current real estate Taxes not yet due this Section 5.7 shall include providing reasonable and payable as customary owner’s affidavits executed and delivered by the Seller in favor of the Effective Time, and title company in order to permit the title company to delete from the title policy such other covenants, conditions, easements, and general exceptions to title as Republic may approve are customarily omitted for the applicable jurisdiction in writing (collectivelywhich the Purchased Real Property is located on the basis of an owner’s affidavit. Prior to the Closing, the "Permitted Exceptions")Seller shall also reasonably cooperate with the Purchaser, at the Purchaser’s sole cost and expense, in the Purchaser’s efforts to obtain an as-built ALTA survey (or updates to existing ALTA surveys, if available) from one or more licensed surveyors selected by the Purchaser of each parcel of Purchased Real Property. The Permitted Exceptions Such cooperation shall include, include but shall not be limited to, mortgages or instruments securing any of the Designated Liabilities, and such of the following matters as do not affect the current use of the Owned Properties: (i) zoning restrictions imposed by Governmental Authority (so long as there exists no violation of any such restrictions by the use of or improvements on the Owned Properties), (ii) restrictions and matters appearing on the Plat or otherwise common to providing access to the subdivision, and (iii) utility easements that are not subject Purchased Real Property to any encroachment by existing improvements on the Owned Properties (other than perimeter walls and fences)Purchaser’s surveyor. The Commitments surveys shall be in such form and the Title Policy to be issued by the Title Company shall have all Standard and General Exceptions deleted so as to afford full "extended form coverage" and shall contain contiguity (where appropriate), survey, and such other endorsements substance as may be reasonably requested required by Republicthe title company in order to remove the “survey exception” from each of the Purchaser’s title insurance policies and shall be certified to Purchaser, excluding nonimputation and creditors rights endorsements. At the Closing, the Acquired Entities, the Shareholder and their Affiliates shall deliver such affidavits or other instruments as the Title Company may reasonably require to delete Standard and General Exceptions and to provide the special endorsements required hereunder. The Acquired Entities any lender and the Shareholder shall cause the Commitments to be later-dated to cover the Closing and to cause the Title Company to delete all Schedule B-1 requirements and all Standard Exceptions in the Commitment at the Closing as directed by Republictitle company.

Title Insurance and Surveys. (a) Within ten (10) business days after the date of this AgreementBuyer, the Acquired Entities at its sole cost and the Shareholder shall deliver copies of previous owner expense, may procure owner's title insurance policies or other title evidence sufficient to obtain commitments (the "Commitments") to be issued by Shareholder's counsel as agent for Attorneys' Title Insurance Fund (the "Title CompanyPolicies") for the issuance of an ALTA Owners Policy of from Title Insurance (10-17-92) (Company with Florida Modifications, the "Title Policy") for each of the Owned Properties (and such of the Leased Properties as Republic may designate) in an amount not to exceed the fair market value of the Owned Properties. The premium for the Title Policy shall be paid by the Shareholder. The Title Policy shall show fee simple title respect to the Owned Properties vested now Real Property or to be vested at or immediately prior to the Closing in the Acquired Entities Leased Real Property insuring title subject only to current real estate Taxes not yet due and payable as of the Effective Time, Permitted Liens and such other covenants, conditions, easements, and general title exceptions to title as Republic may approve in writing (collectively, the "Permitted Exceptions"). The Permitted Exceptions shall include, but shall not be limited to, mortgages or instruments securing any of the Designated Liabilities, and such of the following matters as do not affect the current use of the Owned Properties: (i) zoning restrictions imposed by Governmental Authority (so long as there exists no violation of any such restrictions raised by the use of Title Company; provided, that Buyer's ability or improvements inability to obtain title insurance from the Title Company on the Owned Properties), (ii) restrictions and matters appearing on Real Property or the Plat or otherwise common Leased Real Property shall not result in an adjustment to the subdivisionPurchase Price. If Buyer requests extended coverage policies or any endorsements to the Title Policies, Buyer shall also be responsible for the cost of such extended coverage and (iii) utility easements that are not subject to any encroachment by existing improvements on the Owned Properties (other than perimeter walls and fences). The Commitments endorsements and the Title Policy to be issued delivery of any documentation required by the Title Company shall have all Standard in connection with the issuance of such extended coverage and General Exceptions deleted so as to afford full "extended form coverage" and shall contain contiguity endorsements (where appropriateincluding surveys or zoning reports), surveyhowever, and such other endorsements as may be reasonably requested by Republic, excluding nonimputation and creditors rights endorsements. At the Closing, the Acquired Entities, the Shareholder and their Affiliates Seller shall deliver such affidavits or other instruments as the documentation required by the Title Company may in connection therewith as described below. At Buyer's request, Seller and its Affiliates shall cooperate with and assist Buyer with any reasonable request in Buyer's efforts to obtain the Title Policies and shall execute and deliver to the Title Company such affidavits, certificates and other documentation as are customary and reasonably require to delete Standard and General Exceptions and to provide the special endorsements required hereunder. The Acquired Entities and the Shareholder shall cause the Commitments to be later-dated to cover the Closing and requested to cause the Title Company to delete all Schedule B-1 requirements 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), provided that no such cooperation or assistance and all Standard Exceptions nothing in such affidavits, certificates or documentation shall require Seller or its Affiliates to incur any Obligations to any Person that are not otherwise expressly set forth in this Agreement. Notwithstanding the Commitment preceding, Seller shall use Commercially Reasonable Efforts to provide, in support of any such "non-imputation" or similar endorsement, a legal opinion to the Title Company from the general counsel of the Company, subject to customary assumptions and qualifications, as to such counsel's opinion, without additional inquiry, as to the status of the title rights of the Company to the Owned Real Property lying within the boundary fence of the Refinery. In no event shall Seller be obligated to seek estoppel certificates in connection with any of the Leased Real Properties. Prior to Closing, Buyer 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 Seller, the approval of which shall not be unreasonably withheld, conditioned or delayed. Neither Buyer's or any of its lenders" receipt of any new or updated surveys shall constitute a condition to Closing or form the basis for delaying Closing; however, Seller agrees to reasonably cooperate with Buyer prior to the Closing as directed by Republicto permit Buyer to attempt to procure any surveys of the Real Property Interests that Buyer reasonably deems necessary, all at Buyer's sole risk, cost and expense.

Title Insurance and Surveys. (a) Within ten (10) 10 business days after the date of this Agreement, the Acquired Entities Company and the Shareholder Shareholders shall obtain and deliver to Republic commitments (the "Commitments") issued by Chicago Title Insurance Company (the "Title Company") and dated not earlier than the date of this Agreement for the issuance of an ALTA Owners Policy of Title Insurance (the "Title Policy") for each of the Owned Properties in an aggregate amount of $20,000,000, together with legible hard copies of all title exceptions reflected in the Commitments. At Republic's option, the Company and Shareholders shall deliver copies of previous owner policies or other title evidence sufficient for Republic to obtain commitments (the "Commitments") to be issued by Shareholder's counsel as agent for Attorneys' Title Insurance Fund (Commitments directly from the "Title Company") for the issuance of an ALTA Owners Policy of Title Insurance (10-17-92) (with Florida Modifications. In either case, the "Title Policy") for each of the Owned Properties (and such of the Leased Properties as Republic may designate) in an amount not to exceed the fair market value of the Owned Properties. The premium for the Title Policy shall be paid by the ShareholderCompany, and in the event the Agreement contemplated hereby does not close, Republic shall pay up to $25,000 for the cost of obtaining the Commitments and the Surveys (as defined below). The Title Policy shall show be in the amount of $20,000,000, showing fee simple title to the Owned Properties vested now or to be vested at or immediately prior to the Closing in the Acquired Entities Company subject only to current real estate Taxes not yet due and payable as Permitted Exceptions, (it being agreed that the Shareholders shall cause any indebtedness secured by Deeds of Trust or any liens encumbering Other Owned Properties in excess of $2,623,000 to be satisfied or released prior to Closing). Within 3 business days following delivery of the Effective TimeCommitments to Republic, and such other covenants, conditions, easements, and Republic shall notify the Shareholders of any exceptions to title as in the Commitments which Republic may approve in writing (collectively, the "maintains are not Permitted Exceptions"). The Permitted Exceptions shall include, but shall not be limited to, mortgages or instruments securing any of the Designated Liabilities, and such of the following matters as do not affect the current use of the Owned Properties: (i) zoning restrictions imposed by Governmental Authority (so long as there exists no violation of any such restrictions by the use of or improvements on the Owned Properties), (ii) restrictions and matters appearing on the Plat or otherwise common to the subdivision, and (iii) utility easements that are not subject to any encroachment by existing improvements on the Owned Properties (other than perimeter walls and fences). The Commitments and the Title Policy to be issued by the Title Company shall have all Standard and General Exceptions deleted so as to afford full "extended form coverage" and shall contain an ALTA Zoning Endorsements 3.1 (if available), contiguity (where appropriate), survey, and such other endorsements as may be reasonably requested by Republic, excluding nonimputation and creditors rights endorsements. At the Closing, the Acquired EntitiesCompany, the Shareholder and Shareholders, their Affiliates and any other party owning an interest in Other Owned Properties shall deliver such affidavits or other instruments as the Title Company may reasonably require to delete Standard and General Exceptions and to provide the special endorsements required hereunder. The Acquired Entities Company and the Shareholder Shareholders shall cause the Commitments to be later-dated to cover as of the Closing and to cause the Title Company to delete all Schedule B-1 requirements and all Standard Exceptions in deliver the Commitment at Title Policy dated as of the Closing as directed by RepublicRepublic as soon as reasonably possible after the Closing.

Title Insurance and Surveys. (a) Within ten (10) business days after the date of this AgreementBuyer, the Acquired Entities at its sole cost and the Shareholder shall deliver copies of previous owner expense, may procure owner’s title insurance policies or other title evidence sufficient to obtain commitments (the "Commitments"“Title Policies”) to be issued by Shareholder's counsel as agent for Attorneys' from Title Insurance Fund (the "Title Company") for the issuance of an ALTA Owners Policy of Title Insurance (10-17-92) (Company with Florida Modifications, the "Title Policy") for each of the Owned Properties (and such of the Leased Properties as Republic may designate) in an amount not to exceed the fair market value of the Owned Properties. The premium for the Title Policy shall be paid by the Shareholder. The Title Policy shall show fee simple title respect to the Owned Properties vested now Real Property or to be vested at or immediately prior to the Closing in the Acquired Entities Leased Real Property insuring title subject only to current real estate Taxes not yet due and payable as of the Effective Time, Permitted Liens and such other covenants, conditions, easements, and general title exceptions to title as Republic may approve in writing (collectively, the "Permitted Exceptions"). The Permitted Exceptions shall include, but shall not be limited to, mortgages or instruments securing any of the Designated Liabilities, and such of the following matters as do not affect the current use of the Owned Properties: (i) zoning restrictions imposed by Governmental Authority (so long as there exists no violation of any such restrictions raised by the use of Title Company; provided, that Buyer’s ability or improvements inability to obtain title insurance from the Title Company on the Owned Properties), (ii) restrictions and matters appearing on Real Property or the Plat or otherwise common Leased Real Property shall not result in an adjustment to the subdivisionPurchase Price. If Buyer requests extended coverage policies or any endorsements to the Title Policies, Buyer shall also be responsible for the cost of such extended coverage and (iii) utility easements that are not subject to any encroachment by existing improvements on the Owned Properties (other than perimeter walls and fences). The Commitments endorsements and the Title Policy to be issued delivery of any documentation required by the Title Company shall have all Standard in connection with the issuance of such extended coverage and General Exceptions deleted so as to afford full "extended form coverage" and shall contain contiguity endorsements (where appropriateincluding surveys or zoning reports), surveyhowever, and such other endorsements as may be reasonably requested by Republic, excluding nonimputation and creditors rights endorsements. At the Closing, the Acquired Entities, the Shareholder and their Affiliates Seller shall deliver such affidavits or other instruments as the documentation required by the Title Company may in connection therewith as described below. At Buyer’s request, Seller and its Affiliates shall cooperate with and assist Buyer with any reasonable request in Buyer’s efforts to obtain the Title Policies and shall execute and deliver to the Title Company such affidavits, certificates and other documentation as are customary and reasonably require to delete Standard and General Exceptions and to provide the special endorsements required hereunder. The Acquired Entities and the Shareholder shall cause the Commitments to be later-dated to cover the Closing and requested to cause the Title Company to delete all Schedule B-1 requirements 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), provided that no such cooperation or assistance and all Standard Exceptions nothing in such affidavits, certificates or documentation shall require Seller or its Affiliates to incur any Obligations to any Person that are not otherwise expressly set forth in this Agreement. Notwithstanding the Commitment preceding, Seller shall use Commercially Reasonable Efforts to provide, in support of any such “non-imputation” or similar endorsement, a legal opinion to the Title Company from the general counsel of the Company, subject to customary assumptions and qualifications, as to such counsel’s opinion, without additional inquiry, as to the status of the title rights of the Company to the Owned Real Property lying within the boundary fence of the Refinery. In no event shall Seller be obligated to seek estoppel certificates in connection with any of the Leased Real Properties. Prior to Closing, Buyer 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 Seller, the approval of which shall not be unreasonably withheld, conditioned or delayed. Neither Buyer’s or any of its lenders’ receipt of any new or updated surveys shall constitute a condition to Closing or form the basis for delaying Closing; however, Seller agrees to reasonably cooperate with Buyer prior to the Closing as directed by Republicto permit Buyer to attempt to procure any surveys of the Real Property Interests that Buyer reasonably deems necessary, all at Buyer’s sole risk, cost and expense.

Title Insurance and Surveys. Seller shall, and shall cause the Company and any applicable Subsidiary of the Company to, reasonably cooperate with Buyer, at the request and sole cost and expense of Buyer, in the event Buyer elects, or is required by a lender, to obtain (ai) Within ten new owner’s (10or lender’s) business days after title insurance policies (or bring-downs of or endorsements to any of the existing title insurance policies, if available) from a nationally recognized title company selected by Buyer, dated as of a date reasonably proximate to the Closing Date, in amounts determined by Buyer or any lender, insuring the Company’s or the applicable Subsidiary’s (or lender’s) interest in and to any of this Agreementthe Owned Real Property, the Acquired Entities free and the Shareholder shall deliver copies clear of previous owner policies any Liens other than Permitted Liens, and (ii) ALTA surveys of any Owned Real Property (or other title evidence updates to existing ALTA surveys, if available) from one or more licensed surveyors selected by Buyer, sufficient to obtain commitments (allow the "Commitments") title company to be issued by Shareholder's counsel as agent for Attorneys' Title Insurance Fund (remove the "Title Company") for the issuance of an ALTA Owners Policy of Title Insurance (10-17-92) (with Florida Modifications, the "Title Policy") for “survey exception” from each of the Owned Properties title policies referenced in clause (and such i) above, dated as of the Leased Properties as Republic may designate) in an amount not to exceed the fair market value of the Owned Properties. The premium for the Title Policy shall be paid by the Shareholder. The Title Policy shall show fee simple title to the Owned Properties vested now or to be vested at or immediately prior a date reasonably proximate to the Closing in Date and certified to the Acquired Entities subject only to current real estate Taxes not yet due and payable as of Company or the Effective Timeapplicable Subsidiary, any lender, and such other covenants, conditions, easements, the title company. Each of Seller Parent and exceptions to title as Republic may approve in writing (collectively, the "Permitted Exceptions"). The Permitted Exceptions shall include, but shall not be limited to, mortgages or instruments securing any of the Designated Liabilities, and such of the following matters as do not affect the current use of the Owned Properties: (i) zoning restrictions imposed by Governmental Authority (so long as there exists no violation of Seller agrees that any such restrictions by the use of or improvements cooperation will include commercially reasonable efforts on the Owned Properties), (ii) restrictions part of Seller Parent and matters appearing on the Plat or otherwise common to the subdivision, and (iii) utility easements that are not subject to any encroachment by existing improvements on the Owned Properties (other than perimeter walls and fences). The Commitments and the Title Policy to be issued by the Title Company shall have all Standard and General Exceptions deleted so as to afford full "extended form coverage" and shall contain contiguity (where appropriate), survey, and such other endorsements as may be reasonably requested by Republic, excluding nonimputation and creditors rights endorsements. At the Closing, the Acquired Entities, the Shareholder and their Affiliates shall deliver such affidavits or other instruments as the Title Company may reasonably require to delete Standard and General Exceptions and to provide the special endorsements required hereunder. The Acquired Entities and the Shareholder shall cause the Commitments to be later-dated to cover the Closing and Seller to cause the Title removal or discharge of any Liens other than Permitted Liens, delivery by the Company or the applicable Subsidiary of any reasonable and customary affidavits required by the title company, and the granting of access to delete all Schedule B-1 requirements the applicable Owned Real Property by the above-referenced surveyor(s). Buyer shall be solely responsible for the cost and all Standard Exceptions in expense of the Commitment at title policies, the Closing as directed by Republicsurveys and any related item under this Section 5.13.