Common use of Title Insurance and Surveys Clause in Contracts

Title Insurance and Surveys. Due to the critical timeline requirements to close the transaction, PHI may order title searches on all NPC Owned Real Property and NPC Leased Real Property to be transferred to PH pursuant to this Agreement. These title searches will be performed by a national title company approved by PHI. 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 PH based upon these title searches. In the event PH or PHI requires environmental reports relating to the NPC Owned Real Property, PH shall first obtain NPC’s prior written consent and shall execute the Access and Confidentiality Agreement substantially in the form attached as Exhibit “E”. NPC will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect PH’s obligations hereunder. To the extent that PH requires surveys of the NPC Owned Real Property, PH shall retain a nationally recognized firm to perform such work. The consultants referenced in this Section 2.7 will be retained solely by PH, but NPC shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 and 10.9, PH shall reimburse NPC at Closing for all actual or estimated costs incurred by PH related to these items, subject to any post-closing adjustments pursuant to Section 10.1 of this Agreement. Notwithstanding the foregoing however, PH 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 PH, and request is given forty-five (45) days prior to the Closing.

Title Insurance and Surveys. Due to the critical timeline requirements to close the transaction, PHI may order title searches on all NPC PH Owned Real Property and NPC PH Leased Real Property to be transferred to PH 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 PH NPC based upon these title searches. searches In the event PH NPC or PHI NPC’s lender requires environmental reports relating to the NPC PH Owned Real Property, PH NPC shall first obtain NPCPHI’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. NPC PH will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect PHNPC’s obligations hereunder. To the extent that PH NPC or NPC’s lender requires surveys of the NPC Owned Real Property, PH NPC shall retain a nationally recognized firm approved by PHI to perform such work. The consultants referenced in this Section 2.7 1.7 will be retained solely by PHNPC, but NPC 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, PH NPC shall reimburse NPC PH at Closing (or at such other time as contemplated by those provisions) for all actual or estimated costs incurred by PH related to these itemsin obtaining title insurance, subject to any post-closing adjustments pursuant to Section 10.1 surveys and/or environmental reports on behalf of this AgreementNPC. Notwithstanding the foregoing however, PH 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 PHNPC, and request is given forty-five (45) days prior to the Closing.

Title Insurance and Surveys. Due to the critical timeline requirements to close the transaction, PHI may order title searches on all NPC Owned Real Property and NPC Leased Real Property to be transferred to PH the Buyer 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 companies, the Buyer will be entitled to the benefit of PHI’s preferred rates. If permissible under applicable law and the terms of any agreement with such companycompanies, the fees paid for the searches may be applied toward the title policy costs for title policies desired by PH the Buyer based upon these title searches. In the event PH the Buyer or PHI the Buyer’s lender requires environmental reports relating to the NPC Owned Real Property, PH the Buyer shall first obtain NPCSeller’s prior written consent and shall execute the Access and Confidentiality Agreement substantially referenced in the form attached as Exhibit “E”Section 4.2 below, and shall retain a nationally recognized firm approved by PHI to perform such work. NPC Seller will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect PHBuyer’s obligations hereunder. To the extent that PH the Buyer or the Buyer’s lender requires surveys of the NPC Owned Real Property, PH the Buyer shall retain a nationally recognized firm approved by PHI to perform such work. The consultants referenced in this Section 2.7 1.9 will be retained solely by PHthe Buyer, but NPC the Seller shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 1.6 and 10.97.7, PH the Buyer shall reimburse NPC the Seller at Closing for all actual or estimated costs incurred by PH Seller on behalf of the Buyer related to these items, subject to any post-closing adjustments pursuant to Section 10.1 7.1 of this Agreement. Notwithstanding the foregoing however, PH 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 PH, and request is given forty-five (45) days prior to the Closing.

Title Insurance and Surveys. Due to the critical timeline requirements to close the transaction, PHI may order title searches on all NPC Owned Real Property and NPC Leased Real Property to be transferred to PH the Buyer 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 companies, the Buyer will be entitled to the benefit of PHI’s preferred rates. If permissible under applicable law and the terms of any agreement with such companycompanies, the fees paid for the searches may be applied toward the title policy costs for title policies desired by PH the Buyer based upon these title searches. In the event PH Buyer or PHI Bxxxx’s lender requires environmental reports relating to the NPC Owned Real Property, PH the Buyer shall first obtain NPCPHI’s prior written consent and shall execute the Access and Confidentiality Agreement substantially in the form attached hereto as Exhibit “EH”, and shall retain a nationally recognized firm approved by PHI to perform such work. NPC PHI will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect PHBuyer’s obligations hereunder. To the extent that PH Buyer or Bxxxx’s lender requires surveys of the NPC Owned Real Property, PH Buyer shall retain a nationally recognized firm approved by PHI to perform such work. The consultants referenced in this Section 2.7 1.9 will be retained solely by PHBxxxx, but NPC Seller shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 1.6 and 10.97.8, PH the Buyer shall reimburse NPC the Seller at Closing (or at such other time as contemplated by those provisions) for all actual or estimated costs incurred by PH related to these itemsSeller in obtaining title insurance, subject to any post-closing adjustments pursuant to Section 10.1 of this Agreement. surveys and/or environmental reports.. Notwithstanding the foregoing howeverforegoing, PH Buyer 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 Owned Real Property unless such service is specifically requested by PHBxxxx, and the request is given to Seller and/or PHI forty-five (45) days prior to the Closing.

Title Insurance and Surveys. Due Buyer, at its sole cost and expense, may procure owner’s title insurance policies (the “Title Policies”) from Title Company with respect to the critical timeline requirements to close the transaction, PHI may order title searches on all NPC Owned Real Property and NPC 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 transferred 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 PH pursuant 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. 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 Company in connection with the issuance of such extended coverage and endorsements (including surveys or zoning reports). 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 requested to cause the Title Company to issue the Title Policies, 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. These title searches will 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 national title company approved by PHIsurveyor acceptable to Seller, the approval of which shall not be unreasonably withheld, conditioned or delayed. If permissible under applicable law and the terms Neither Buyer’s or any of its lenders’ receipt of any agreement new or updated surveys shall constitute a condition to Closing or form the basis for delaying Closing; however, Seller agrees to reasonably cooperate with such company, the fees paid for the searches may be applied toward the title policy costs for title policies desired by PH based upon these title searches. In the event PH or PHI requires environmental reports relating Buyer prior to the NPC Owned Real Property, PH shall first obtain NPC’s prior written consent and shall execute the Access and Confidentiality Agreement substantially in the form attached as Exhibit “E”. NPC will not consent Closing to permit Buyer to attempt to procure any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect PH’s obligations hereunder. To the extent that PH requires surveys of the NPC Owned Real PropertyProperty Interests that Buyer reasonably deems necessary, PH shall retain a nationally recognized firm to perform such workall at Buyer’s sole risk, cost and expense. The consultants referenced in this Section 2.7 will be retained solely by PH, but NPC shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 and 10.9, PH shall reimburse NPC at Closing for all actual or estimated costs incurred by PH related to these items, subject to any post-closing adjustments pursuant to Section 10.1 of this Agreement. Notwithstanding the foregoing however, PH 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 PH, and request is given forty-five (45) days prior to the Closing.ARTICLE VII

Title Insurance and Surveys. Due 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 Horizon OP’s efforts to induce one or more title insurance companies (and, in respect to any Acquired Property located outside of the critical timeline requirements to close the transactionUnited States and Canada, PHI may order registered legal counsel or notaries or other customary providers of title searches on all NPC Owned Real Property and NPC Leased Real Property to be transferred to PH pursuant to this Agreement. These title searches will be performed by a national title company approved by PHI. If permissible under applicable law and the terms of any agreement with such companyassurances, the fees paid as appropriate for the searches may be applied toward 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 costs for title policies desired by PH based upon these title searches. In the event PH or PHI requires environmental reports relating to the NPC Owned Real Property, PH shall first obtain NPC’s prior written consent and shall execute the Access and Confidentiality Agreement substantially in the form attached as Exhibit “E”. NPC will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect PH’s obligations hereunder. To the extent that PH requires surveys of the NPC Owned Real Property, PH shall retain a nationally recognized firm to perform such work. The consultants referenced in this Section 2.7 will be retained solely by PH, but NPC shall have the right to obtain copies of any documents or reports that they prepare. As provided for in Sections 5 and 10.9, PH shall reimburse NPC at Closing for all actual or estimated costs incurred by PH related to these items, subject to any post-closing adjustments pursuant to Section 10.1 of this Agreement. Notwithstanding the foregoing however, PH will not be responsible for the payment or reimbursement of any costs relating to title insurance, surveys and/or environmental reports on 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”), subject real estate unless only to the Permitted 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 service is specifically requested by PHEncumbrances 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 matters as are customarily included in such surveys (the “Surveys”). 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 companies, surveyors or other third parties, except that prior to or at the Closing, Sun shall execute and deliver or cause any Sun Subsidiary to 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 attached affidavit, Horizon agrees that it will date down each applicable title commitment or preliminary date-down endorsement to a date that is given forty-five as close as reasonably practicable to the Closing Date, but in any event such date down shall not be dated more than thirty (4530) days prior to the ClosingClosing Date.

Title Insurance and Surveys. Due (a) Buyer shall obtain an owner's policy of title insurance ("Title Insurance") in a form and amount and from a title insurance company reasonably acceptable to Buyer (the "Title Company") relating to each parcel of Real Property described on Schedule 1.1(a). (b) Within three (3) days after the execution and delivery of this Agreement, Buyer shall obtain a commitment for Title Insurance from the Title Company with respect to the critical timeline requirements to close the transaction, PHI may order title searches on all NPC Owned Real Property and NPC Leased ("Title Binders") showing fee title to such Real Property in Sellers, and committing to be transferred issue the Title Insurance with respect to PH pursuant such Real Property, such Title Binders to show all Encumbrances with respect to such Real Property. (c) Within three (3) days after the execution and delivery of this Agreement. These title searches will , Buyer shall obtain currently dated surveys (the "Surveys") of each parcel of Real Property, each of which Surveys shall be performed in form and substance, and prepared by a national licensed professional engineer or surveyor, reasonably acceptable to Buyer and to the Title Company. The Surveys shall contain a statement on the face thereof certifying whether any part of the Real Property lies within a flood plain or flood prone area or a flood way of any body of water. The Surveys shall also show the zoning classifications of the Real Property under local zoning ordinances. (d) Within ten (10) days after the receipt of the Title Binders and copies of all exceptions shown therein and of the Surveys and copies of all applicable provisions of the local zoning ordinances, Buyer shall deliver to Sellers a notice (the "Objection Notice") if it reasonably believes that Seller's title company approved by PHI. If permissible under applicable law to any Real Property is not as represented herein or that any of the Encumbrances reflected in the Title Binders or Surveys are not Permitted Encumbrances and the terms reasons for such belief (any such Encumbrances specified in the Objection Notice being referred to herein as "Unacceptable Encumbrances"). Sellers may, but shall not be obligated to, take such steps as shall be necessary to eliminate or modify the Unacceptable Encumbrances in a manner reasonably acceptable to Buyer. Sellers shall notify Buyer within ten (10) days after their receipt of any agreement with such company, the fees paid for Objection Notice whether they intend to so eliminate or modify the searches may be applied toward the title policy costs for title policies desired by PH based upon these title searchesUnacceptable Encumbrances. In the event PH Buyer shall not deliver an Objection Notice within such time period, all Encumbrances reflected in the Title Binders and Surveys shall be deemed to be Permitted Encumbrances. Any and all matters disclosed in the Title Binders or PHI requires environmental reports relating the Surveys as to which Buyer objects by timely delivery of the Objection Notice that are thereafter cured to the NPC Owned Real Property, PH satisfaction of Buyer or waived by Buyer in writing shall first obtain NPC’s also be deemed to be Permitted Encumbrances. In the event Sellers fail or are unable to cure the Unacceptable Encumbrances prior written consent and shall execute to the Access and Confidentiality Agreement substantially in the form attached as Exhibit “E”. NPC will not consent to any invasive environmental audit or review and the results of any permitted environmental audit or review will not affect PH’s obligations hereunder. To the extent that PH requires surveys Closing Date (provided it is at least three (3) days after receipt of the NPC Owned Real PropertyObjection Notice), PH shall retain a nationally recognized firm to perform such work. The consultants referenced Buyer shall, in this Section 2.7 will be retained solely by PHits discretion, but NPC shall have the right to obtain copies terminate this Agreement by notice in writing to Sellers, or may accept such title to the Real Property as Seller can deliver. (e) The cost of any documents or reports that they prepare. As provided for in Sections 5 and 10.9obtaining Title Binders, PH shall reimburse NPC at Closing for all actual or estimated costs incurred by PH related to these items, subject to any post-closing adjustments pursuant to Section 10.1 of this Agreement. Notwithstanding the foregoing however, PH 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 PHTitle Insurance, and request is given forty-five (45) days prior to the Closing.Surveys shall be borne by Buyer. 6.7