Common use of Title Insurance and Surveys Clause in Contracts

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. ParentBuyer, 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 Title Company 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; provided, that Buyer’s ability or inability to obtain title insurance from the Title Company on the Owned Real Property or the Leased Real Property shall not result in an adjustment to the Purchase Price. Parent 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 endorsements and the delivery of any documentation required by the title companies Title Company in connection with the title policies issuance of such extended coverage and endorsements (including surveys or zoning reports; provided), however, that the Company and Company Subsidiaries Seller shall deliver the documentation required by Parent’s title companies the Title Company in connection therewith as described below. At ParentBuyer’s request, the Company Seller and the Company Subsidiaries its Affiliates shall cooperate with and assist Parent Buyer with any reasonable request in ParentBuyer’s efforts to obtain the title policies Title Policies and shall execute and deliver to the title companies Title Company such affidavits, certificates and other documentation as are customary and reasonably requested to cause the title companies Title Company 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 provided that no such cooperation or assistance and 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 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 officers or directors Company, subject to customary assumptions and qualifications, as to such counsel’s opinion, without additional inquiry, as to the status of the Companies title rights of the Company to the Owned Real Property lying within the boundary fence of the Refinery. In no event shall Seller be required obligated to execute seek estoppel certificates in connection with any personal indemnities with respect theretoof the Leased Real Properties. Prior to Closing, Parent 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 the CompanySeller, the approval of which shall not be unreasonably withheld, conditioned or delayed. The Company 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 Parent Buyer prior to the Closing to permit Parent Buyer to attempt to procure any surveys of the Owned Real Property or Leased Real Property Interests that Parent’s Buyer reasonably deems necessary, all at ParentBuyer’s sole risk, cost and expense.

Title Insurance and Surveys. ParentBuyer, at its sole cost and expense, may procure new or updated owner’s 's title insurance policies (the “"Title Policies”") from title companies of its choice Title Company 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; provided, that Buyer's ability or inability to obtain title insurance from the Title Company on the Owned Real Property or the Leased Real Property shall not result in an adjustment to the Purchase Price. Parent 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 endorsements and the delivery of any documentation required by the title companies Title Company in connection with the title policies issuance of such extended coverage and endorsements (including surveys or zoning reports; provided), however, that the Company and Company Subsidiaries Seller shall deliver the documentation required by Parent’s title companies the Title Company in connection therewith as described below. At Parent’s Buyer's request, the Company Seller and the Company Subsidiaries its Affiliates shall cooperate with and assist Parent Buyer with any reasonable request in Parent’s Buyer's efforts to obtain the title policies Title Policies and shall execute and deliver to the title companies Title Company such affidavits, certificates and other documentation as are customary and reasonably requested to cause the title companies Title Company 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 provided that no such cooperation or assistance and 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 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 officers or directors Company, subject to customary assumptions and qualifications, as to such counsel's opinion, without additional inquiry, as to the status of the Companies title rights of the Company to the Owned Real Property lying within the boundary fence of the Refinery. In no event shall Seller be required obligated to execute seek estoppel certificates in connection with any personal indemnities with respect theretoof the Leased Real Properties. Prior to Closing, Parent 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 the CompanySeller, the approval of which shall not be unreasonably withheld, conditioned or delayed. The Company 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 Parent Buyer prior to the Closing to permit Parent Buyer to attempt to procure any surveys of the Owned Real Property or Leased Real Property Interests that Parent’s Buyer reasonably deems necessary, all at Parent’s Buyer's sole risk, cost and expense.

Title Insurance and Surveys. ParentBuyer, 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 Title Company 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, such policies to be based on the Title Commitment and issued on the ALTA Form Owner’s Title Policy and in the amount of the Purchase Price allocated to the Real Property Interests; provided, that Buyer’s ability or inability to obtain the Title Policies shall not result in an adjustment to the Purchase Price. Parent 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 endorsements and the delivery of any documentation required by the title companies Title Company in connection with the title policies issuance of such extended coverage and endorsements (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 ParentBuyer’s request, the Company Seller and the Company Subsidiaries its Affiliates shall cooperate with and assist Parent Buyer with any reasonable request in ParentBuyer’s efforts to obtain the title policies Title Policies and shall execute and deliver to the title companies Title Company such affidavits, certificates certificates, and other documentation as are customary and reasonably requested to cause the title companies Title Company to issue CLTA Standard Coverage Policy – 1990 for the Owned Real Property Title Policies, provided that no such cooperation or the Leased Real Property (including assistance and nothing in such affidavits, certificates or documentation shall require Seller or its Affiliates to obtain a “non-imputation” or similar endorsement), but none of the officers or directors of the Companies shall be required incur any Obligations to execute any personal indemnities with respect theretoPerson that are not otherwise expressly set forth in this Agreement. Prior to Closing, Parent 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 the CompanySeller, the approval of which shall not be unreasonably withheld, conditioned or delayed. The Company 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 Parent Buyer prior to the Closing to permit Parent Buyer to attempt to procure any surveys of the Owned Real Property or Leased Real Property Interests that Parent’s Buyer reasonably deems necessary, all at ParentBuyer’s sole risk, cost and expense.. ARTICLE VII

Title Insurance and Surveys. In preparation for the Closing, the 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 Purchaser, insuring marketable fee title in the Purchaser as of the Closing Date, subject to the Permitted Encumbrances, and (ii) deliver to the Purchaser as soon as practicable and in any event prior to February 14, 2003 (other than property subject to the Foil Sublease as to which the applicable date shall be February 28, 2003), a 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 prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys disclosing such matters customarily shown on such surveys (collectively, the "SURVEYS"). The Survey of the Suwanee Real Property shall depict a metes and bounds legal description for the Suwanee Bread Plant, separate from the Freezer and the Headquarters, to be used in the Suwanee Lease Agreement. The Parent reserves the right to cause the Title Company to issue a title commitment for a title policy insuring the real property interest in the 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. The Purchaser shall be solely responsible for obtaining at its sole cost and expense, may procure new or updated owner’s title insurance policies (in the “Title Policies”) from title companies of its choice event the Purchaser elects to do so, any extended coverage with respect to the Owned Real Property Title Policies or the Leased Real Property insuring title subject only any endorsements 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 expensePolicies.

Title Insurance and Surveys. ParentNot later than 30 days after the date hereof, at its sole cost (A) the Company shall use commercially reasonable efforts to deliver to Parent (i) all existing surveys for the Company Owned Properties (other than a licensed property) and expenseeach Company Leased Property ground leased by the Company or any Company Subsidiary, may procure new or updated owner’s title insurance policies (the “Title Policies”) from title companies of its choice with respect in each case to the extent available and in the Company's or any Company Subsidiary's possession and (ii) all existing title policies for the Company Owned Real Properties and each Company Leased Property ground leased by the Company or any Company Subsidiary, together with copies of the Leased Real Property insuring underlying documents referenced in each such title subject only policy, in each case to the Permitted Liens extent available and such in the Company's or any Company Subsidiary's possession and (B) Parent shall use commercially reasonable efforts to deliver to the Company (i) all existing surveys for the Parent Owned Properties (other general title exceptions as may be raised than a licensed property) and each Parent Leased Property ground leased by the Title Company. Parent shall also be responsible or any Parent Subsidiary, in each case to the extent available and in Parent's or any Parent Subsidiary's possession and (ii) all existing title policies for the delivery of any documentation required Parent Owned Properties and each Parent Leased Property ground leased by the Parent or any Parent Subsidiary, together with copies of the underlying documents referenced in each such title companies policy, in connection with each case to the title policies including surveys extent available and in Parent's 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 belowany Parent Subsidiary's possession. At Parent’s requestIn addition, 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 obtain any new survey or new title policy relating to the Closing Company Owned Properties and any Company Leased Property ground leased by the Company that Parent reasonably determines advisable to permit Parent obtain, provided that the costs of such surveys and title policies shall be borne solely by Parent. Notwithstanding anything to procure any surveys the contrary herein, the obligation of the Owned Real Property or Leased Real Property that Parent’s reasonably deems necessary, all at Parent’s sole risk, cost and expenseparties under this Section 6.16 shall be deemed not to be a condition to Closing under Article VII hereof.

Title Insurance and Surveys. ParentSun, at its sole no cost or expense to Sun other than de minimis costs and expenseexpenses, may procure new shall use commercially reasonable efforts to cooperate with Horizon OP in Horizon OP’s efforts to induce one or updated owner’s more title insurance policies companies (and, in respect to any Acquired Property located outside of the United States and Canada, registered legal counsel or notaries or other customary providers of title assurances, as appropriate for the respective jurisdiction) reasonably satisfactory to Horizon OP and its counsel, to issue a policy of title insurance or a date down endorsement for an existing policy of title insurance, or (with respect to any Acquired Property located outside of the United States and Canada), render a title opinion or title certificate or other customary evidence of title assurance, as appropriate for the respective jurisdiction, showing good and indefeasible title to such Acquired Property in fee simple or valid leasehold estate or its respective equivalent, as the case may be, vested in the applicable Acquired Entity or Directly Acquired Assets Owner as of the Closing (each such policy or date down endorsement, or title opinion or title certificate or other customary evidence of title assurance, as appropriate for the respective jurisdiction, a “Title Policy” and collectively 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 Title Exceptions. Prior to Closing, Sun, at no cost or expense to Sun other than de minimis costs and expenses, shall use commercially reasonable efforts to cooperate with Horizon OP in any reasonable effort to remove Encumbrances from the Title Policies, provided that Sun shall not be obligated to remove any such Encumbrances and the removal of such Encumbrances shall not be a condition to Closing. Sun, at no cost or expense to Sun other than de minimis costs and expenses, shall, and shall cause its Subsidiaries to, cooperate with Horizon OP if Horizon OP, in its sole and absolute discretion, determines to request from one or more title companies (and, with respect to any Acquired Property located outside of the United States and Canada, registered surveyors or other licensed land survey professionals, as appropriate and customary for the respective jurisdiction) a new ALTA survey, or with respect to any Acquired Property located outside of the United States and Canada, the customary survey utilized in the relevant jurisdiction, or an update or recertification of any existing survey reflecting the total area of the applicable Acquired Property, the location of all improvements, recorded easements and encroachments, if any, located thereon and all building and setback lines and other matters of record typically reflected on a survey with respect thereto and such other general title exceptions matters as may be raised by are customarily included in such surveys (the Title Company“Surveys”). Parent shall also be responsible for the delivery of any documentation required by the title companies in In connection with the foregoing, neither Sun nor any Sun Subsidiary shall be required to execute or deliver any affidavits, indemnities or similar documents to any title policies including surveys companies, surveyors or zoning reports; providedother third parties, howeverexcept that prior to or at the Closing, that the Company Sun shall execute 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 or cause any reasonable request in Parent’s efforts Sun Subsidiary to obtain the title policies and shall execute and deliver to the applicable title insurance companies title affidavits in substantially the form set forth in Schedule 6.23 (without, in any event, indemnification by Sun or any Sun Party). As a condition to Sun’s obligation to deliver such affidavitsattached affidavit, certificates and other documentation Horizon agrees that it will date down each applicable title commitment or preliminary date-down endorsement to a date that is as are customary and close as reasonably requested practicable 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)Closing Date, but none of the officers or directors of the Companies shall be required to execute in 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 event such surveys and survey updates shall be performed by a surveyor acceptable to the Company, the approval of which date down shall not be unreasonably withheld, conditioned or delayed. The Company agrees to reasonably cooperate with Parent dated more than thirty (30) days 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 expenseDate.

Title Insurance and Surveys. ParentFrom 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 its the 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 expense of the officers or directors Purchaser Group. Each of the Companies Sellers shall be required to execute any personal indemnities provide (or to cause their respective Affiliates to provide): (a) an owner's title affidavit to Chicago Title Insurance Company ("Title Company") with respect thereto. Prior to Closing, Parent may, at its sole cost (i) work that could result in mechanics' or materialmen's liens affecting the Real Property (and expense, obtain any accompanying lien release from workmen or materialmen related thereto as required by the Purchaser Group or Title Company) and update (ii) tenants or any surveys pertaining to the other third party in possession 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 Leased applicable Real Property; providedProperty jurisdiction, however(b) such evidence as may be reasonably required by Title Company of the Sellers' authority to complete the transactions contemplated by this Agreement, that any (c) a gap indemnity in such surveys form as may be customary in the applicable Real Property jurisdiction, (d) an affidavit sufficient to provide non‑imputation coverage and survey updates shall be performed by a surveyor acceptable (e) such other affidavits, documents or indemnities to the Company, the approval of which shall not be unreasonably withheld, conditioned or delayed. The Title Company agrees to reasonably cooperate with Parent prior to the Closing Date as reasonably necessary for Title Company to permit Parent issue such Title Policy to procure the Purchaser Group. The Purchaser Group shall indemnify the Seller Indemnified Parties for any surveys liability of the Owned Real Property Sellers to Title Company, if, as an accommodation to the Purchaser Group, the Sellers provides any representation or Leased Real Property warranty to Title Company in obtaining any Title Policy that Parent’s reasonably deems necessaryis more extensive than the matters described in clauses (a), all at Parent’s sole risk(b), cost (c), (d) and expense(e) of the preceding sentence, but only to the extent such liability is based on such more extensive representation or warranty and to the extent such liability exceeds the liability either of the Sellers had or would have had to the Purchaser Group pursuant to this Agreement for the facts, circumstances or occurrences giving rise to such liability to Title Company.

Title Insurance and Surveys. ParentSeller shall, and shall cause the Company and any applicable Subsidiary of the Company to, reasonably cooperate with Buyer, at its the request and sole cost and expenseexpense of Buyer, may procure in the event Buyer elects, or is required by a lender, to obtain (i) new or updated owner’s (or lender’s) title insurance policies (or bring-downs of or endorsements to any of the “Title Policies”existing title insurance policies, if available) from a nationally recognized title companies company selected by Buyer, dated as of its choice with respect 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 the Owned Real Property, free and clear of any Liens other than Permitted Liens, and (ii) ALTA surveys of any Owned Real Property (or updates to existing ALTA surveys, if available) from one or more licensed surveyors selected by Buyer, sufficient to allow the title company to remove the “survey exception” from each of the title policies referenced in clause (i) above, dated as of a date reasonably proximate to the Closing Date and certified to the Company or the Leased Real Property insuring applicable Subsidiary, any lender, and the title subject only company. Each of Seller Parent and Seller agrees that any such cooperation will include commercially reasonable efforts on the part of Seller Parent and Seller to cause the removal or discharge of any Liens other than Permitted Liens and such other general title exceptions as may be raised Liens, delivery by the Title Company. Parent shall also be responsible for Company or the delivery applicable Subsidiary of any documentation reasonable and customary affidavits required by the title companies in connection with the title policies including surveys or zoning reports; providedcompany, 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 granting of access 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 applicable Owned Real Property or by the Leased Real Property (including assistance to obtain a “nonabove-imputation” or similar endorsementreferenced surveyor(s), but none . Buyer shall be solely responsible for the cost and expense of the officers or directors of title policies, 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 expenserelated item under this Section 5.13.

Title Insurance and Surveys. ParentNot later than 30 days after the date hereof, at its sole cost (A) the Company shall use commercially reasonable efforts to deliver to Parent (i) all existing surveys for the Company Owned Properties (other than a licensed property) and expenseeach Company Leased Property ground leased by the Company or any Company Subsidiary, may procure new or updated owner’s title insurance policies (the “Title Policies”) from title companies of its choice with respect in each case to the extent available and in the Company’s or any Company Subsidiary’s possession and (ii) all existing title policies for the Company Owned Real Properties and each Company Leased Property ground leased by the Company or any Company Subsidiary, together with copies of the Leased Real Property insuring underlying documents referenced in each such title subject only policy, in each case to the Permitted Liens extent available and such in the Company’s or any Company Subsidiary’s possession and (B) Parent shall use commercially reasonable efforts to deliver to the Company (i) all existing surveys for the Parent Owned Properties (other general title exceptions as may be raised than a licensed property) and each Parent Leased Property ground leased by the Title Company. Parent shall also be responsible or any Parent Subsidiary, in each case to the extent available and in Parent’s or any Parent Subsidiary’s possession and (ii) all existing title policies for the delivery of any documentation required Parent Owned Properties and each Parent Leased Property ground leased by the Parent or any Parent Subsidiary, together with copies of the underlying documents referenced in each such title companies policy, in connection with each case to the title policies including surveys or zoning reports; provided, however, that the Company extent available and Company Subsidiaries shall deliver the documentation required by in Parent’s title companies in connection therewith as described belowor any Parent Subsidiary’s possession. At Parent’s requestIn addition, 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 obtain any new survey or new title policy relating to the Closing Company Owned Properties and any Company Leased Property ground leased by the Company that Parent reasonably determines advisable to permit Parent obtain, provided that the costs of such surveys and title policies shall be borne solely by Parent. Notwithstanding anything to procure any surveys the contrary herein, the obligation of the Owned Real Property or Leased Real Property that Parent’s reasonably deems necessary, all at Parent’s sole risk, cost and expenseparties under this Section 6.16 shall be deemed not to be a condition to Closing under Article VII hereof.