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. 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. 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. ParentAt the Closing, at its sole cost and expenseLawyer's Title Insurance Company (the "Title Company") shall have delivered to Buyer policies of title insurance, may procure new or updated an irrevocable commitment to issue such policies, in accordance with the following: (a) an owner’s 's title insurance policies (the “Title Policies”) from title companies of its choice policy with respect to the Owned Real Property or (exclusive of the IDS Site), insuring that Buyer has good and 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 Leased Real Property, insuring that Buyer has good and marketable leasehold title in and to each parcel of Leased Property insuring together with all rights, easements and privileges appurtenant thereto, in each case free and clear of all Encumbrances other than Permitted Encumbrances (collectively, the "Title Policies"). The Title Policies shall contain such endorsements and affirmative coverages as Buyer shall identify on Schedule 7.7 attached hereto and, with respect to title subject only matters and surveys not provided to Buyer as of the date 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 Title Company reasonably shall require in order to (i) issue the Title Policies with the coverage required herein, (ii) omit from the Title Policies standard title objections customarily omitted on the 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 property), and (iii) 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 Permitted Liens Facilities. Buyer shall bear the cost of the title premiums for such Title 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 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 the Title Company (the "Oklahoma Survey"). Seller shall have delivered to Buyer a survey of the Wichita Site prepared by Professional Engineering Corporation, dated not more than thirty (30) days prior to the Closing, certified to Buyer, Buyer's lender, the Title Company and such other general parties as Buyer may designate (the "Wichita Survey"; together with the Oklahoma Survey, the "Surveys"). Each Survey shall comply with the minimum detail requirements for land title exceptions surveys as may be raised adopted by the American Land 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 Association and the Company Subsidiaries American Congress on Surveying and Mapping. Neither the Wichita Survey nor any other Survey shall cooperate with and assist Parent with any reasonable request disclose (x) Encumbrances other than Permitted Encumbrances, (y) material shortages in Parent’s efforts to obtain the title policies and shall execute and deliver to the title companies such affidavitsarea or conflicts or discrepancies in boundary lines or (z) uninsurable encroachments of improvements, certificates and facilities or 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 structures across or the Leased Real Property (including assistance to obtain a “nonover boundary lines, easement areas or rights-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 expenseof-way.

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. 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.

Title Insurance and Surveys. ParentAt the Closing, at its sole cost and expenseLawyer’s Title Insurance Company (the “Title Company”) shall have delivered to Buyer policies of title insurance, may procure new or updated an irrevocable commitment to issue such policies, in accordance with the following: (a) an owner’s title insurance policies policy with respect to the Owned Property (exclusive of the IDS Site), insuring that Buyer has good and 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 Leased Property, insuring that Buyer has good and marketable leasehold title in and to each parcel of Leased Property together with all rights, easements and privileges appurtenant thereto, in each case free and clear of all Encumbrances other than Permitted Encumbrances (collectively, the “Title Policies”). The Title Policies shall contain such endorsements and affirmative coverages as Buyer shall identify on Schedule 7.7 attached hereto and, with respect to title matters and surveys not provided to Buyer as of the date 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 Title Company reasonably shall require in order to (i) issue the Title Policies with the coverage required herein, (ii) omit from the Title Policies standard title companies objections customarily omitted on the basis of its choice title affidavits and documentation delivered by Seller (including, without limitation, exceptions as to parties in possession and liens for work performed at the property), and (iii) 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 Owned Real Property Facilities. Buyer shall bear the cost of the title premiums for such Title 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 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 the Leased Real Property insuring title subject only Title Company (the “Oklahoma Survey”). Seller shall have delivered to Buyer a survey of the Wichita Site prepared by Professional Engineering Corporation, dated not more than thirty (30) days prior to the Permitted Liens Closing, certified to Buyer, Buyer’s lender, the Title Company and such other general parties as Buyer may designate (the “Wichita Survey”; together with the Oklahoma Survey, the “Surveys”). Each Survey shall comply with the minimum detail requirements for land title exceptions surveys as may be raised adopted by the American Land 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 Association and the Company Subsidiaries American Congress on Surveying and Mapping. Neither the Wichita Survey nor any other Survey shall cooperate with and assist Parent with any reasonable request disclose (x) Encumbrances other than Permitted Encumbrances, (y) material shortages in Parent’s efforts to obtain the title policies and shall execute and deliver to the title companies such affidavitsarea or conflicts or discrepancies in boundary lines or (z) uninsurable encroachments of improvements, certificates and facilities or 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 structures across or the Leased Real Property (including assistance to obtain a “nonover boundary lines, easement areas or rights-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 expenseof-way.

Title Insurance and Surveys. Parent(a) The Company shall endeavor in good faith on behalf of Purchaser to obtain and deliver to Purchaser at least thirty (30) days prior to the Closing Date the following: (i) with respect to each parcel of Owned Real Property, at its sole cost and expensean owner's preliminary report on title covering a date subsequent to the date hereof, may procure new issued by Chicago Title Insurance Company or updated owner’s another title insurance policies company reasonably acceptable to Purchaser (the “"Title Company"), which preliminary report shall contain a commitment of the Title Company to issue an owner's title insurance policy on ALTA 1992 Owner's Form B (the "Title Policies”") from insuring the fee simple title companies of its choice the Company or of the Subsidiary, as the case may be, in such real estate, subject only to exceptions which are reasonably satisfactory to Purchaser, and shall include extended coverage, a zoning 3.1 with parking endorsement, a non-imputation endorsement, an owner's comprehensive endorsement and such other endorsements or coverages deemed necessary or advisable in the reasonable judgment of Purchaser; (ii) with respect to each parcel of Leased Real Property, a preliminary report on title covering a date subsequent to the date hereof, issued by the Title Company, which preliminary report shall contain a commitment of the Title Company to issue a leasehold title insurance policy on ALTA Leasehold Owner's Policy (10-17-92) insuring the Company's or the Subsidiary's (as the case may be) leasehold interests under the leases covering such parcels in amounts reasonably satisfactory to Purchaser, and shall include extended coverage, a zoning 3.1 with parking endorsement, a non-imputation endorsement, an owner's comprehensive endorsement and such other endorsements or coverages deemed necessary or advisable in the reasonable judgment of Purchaser (the "Leasehold Policies"); (iii) surveys certified by a registered land surveyor as of a date subsequent to the date hereof (the "Surveys"), of the real estate covered by the preliminary report on title deliverable under paragraphs (i) and (ii) above, prepared in accordance with ALTA/ACSM standards, and showing with respect to such real estate: (A) the legal description; (B) all buildings, structures and improvements thereon and all "setback" lines, restrictions of record and other restrictions that have been established by an applicable zoning or building code or ordinance and all easements or rights of way; (C) any encroachments upon such parcel or upon adjoining parcels by buildings, structures, improvements or easements; and (D) access to such parcel; and (iv) with respect to the Owned Real USFS Permitted Property, a land status report in the form of a letter from the Laconia, New Hampshire office of the Forest Service, together with copies of pages from the land status atlas maintained at such office, with respect to all existing interests in and burdens on the USFS Permitted Property or including, without limitation, all mineral claims and patents, leases, inholdings, permits, rights of way and easements (the Leased Real Property insuring title subject only to the Permitted Liens "Land Status Report"). (v) The costs and such other general title exceptions as may be raised by expenses of the Title Company. Parent Policies, Leasehold Policies and the Land Status Report referred to in this Section 5.6 shall also be responsible for the delivery of any documentation required paid 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 costs 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 expenses of the officers or directors of the Companies Survey shall be required to execute any personal indemnities with respect thereto. Prior to Closingpaid by the Purchaser, Parent may, at its sole cost and expense, obtain and update any surveys pertaining to in each case whether or not 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 expensetransactions contemplated under this Agreement are consummated.

Title Insurance and Surveys. Parent, at its sole cost and expense, may procure new or updated owner’s title insurance policies (a) Within 10 business days after the “Title Policies”) from title companies date 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 requestthis Agreement, the Company and the Shareholders shall obtain and deliver to Republic commitments (the "Commitments") issued by Chicago Title Insurance Company Subsidiaries (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 cooperate with and assist Parent with any reasonable request in Parent’s efforts deliver copies of previous owner policies or other title evidence sufficient for Republic to obtain the title policies and shall execute and deliver to Commitments directly from the title companies such affidavitsTitle Company. In either case, certificates and other documentation as are customary and reasonably requested to cause the title companies to issue CLTA Standard Coverage Policy – 1990 premium 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 Title Policy shall be required paid by the Company, and in the event the Agreement contemplated hereby does not close, Republic shall pay up to execute any personal indemnities with respect thereto$25,000 for the cost of obtaining the Commitments and the Surveys (as defined below). Prior to ClosingThe Title Policy shall be in the amount of $20,000,000, Parent may, at its sole cost and expense, obtain and update any surveys pertaining showing fee simple title to the Owned Real Property Properties vested now or to be vested at or immediately prior to the Leased Real Property; providedClosing in the Company subject only to Permitted Exceptions, however(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 Commitments to Republic, that Republic shall notify the Shareholders of any exceptions in the Commitments which Republic maintains are not Permitted Exceptions. The Commitments and the Title Policy to be issued by the Title Company shall afford full "extended form coverage" and shall contain an ALTA Zoning Endorsements 3.1 (if available), contiguity (where appropriate), and such surveys other endorsements as may be reasonably requested by Republic, excluding nonimputation and survey updates shall be performed by a surveyor acceptable to creditors rights endorsements. At the Closing, the Company, the approval of which Shareholders, their Affiliates and any other party owning an interest in Other Owned Properties shall not be unreasonably withheld, conditioned deliver such affidavits or delayedother instruments as the Title Company may reasonably require to provide the special endorsements required hereunder. The Company agrees and the Shareholders shall cause the Commitments to be dated as of the Closing and to cause the Title Company to deliver the Title Policy dated as of the Closing as directed by Republic as soon as reasonably cooperate possible after the Closing. (b) Within 20 days after the date of this Agreement but before the Closing, the Company and the Shareholders shall use their best efforts to deliver to Republic and the Title Company an as-built plat of survey of each of the Owned Properties and the Leased Premises (the "Surveys") prepared by a registered land surveyor or engineer, licensed in the respective states in which such properties are located, dated on or after the date hereof, certified to Republic, the Title Company, and such other entities as Republic may designate in writing to the Company and the Shareholders prior to the Closing, and conforming to current ALTA/ACSM Minimum Detail Requirements for Land Title Surveys, sufficient to cause the Title Company to delete the standard printed survey exception. Each Survey shall show access from the land to dedicated roads and shall include a flood plain certification. Any survey may be a recertification of a prior survey, provided that it meets the above-described criteria. In the event that the necessary surveys cannot be obtained prior to Closing, the Shareholders shall deliver such surveys to Republic, at the cost and expense of the Company, as soon as practical thereafter, along with Parent any insurance coverages contemplated by Section 5.14(a) above which could not be obtained due to the unavailability of such surveys prior to the Closing. (c) If (i) any Commitment discloses a title exception other than a Permitted Exception (an "Unpermitted Exception") or (ii) any Survey discloses any encroachment, overlap, boundary dispute, or gap or any other matter which renders title to any of the Owned Properties unmarketable or reflects that any utility service to the improvements or access thereto does not lie wholly within the applicable parcel of real property, or within an encumbered easement for the benefit of such parcel of real property or another Owned Property, or reflects any other matter materially adversely affecting the use or improvements of such parcel of real property or another Owned Property (a "Survey Defect"), then the Shareholders, prior to the Closing with respect to permit Parent Surveys delivered prior to procure any surveys of Closing, or to the Owned Real Property extent Survey Defects appear on Surveys delivered after Closing promptly thereafter, shall have the Unpermitted Exception removed from such Commitment or Leased Real Property that Parent’s reasonably deems necessarythe Survey Defect corrected or insured over by an appropriate title insurance endorsement, all at Parent’s sole risk, cost and expensein a manner reasonably satisfactory to Republic.

Title Insurance and Surveys. Parent(a) Within 10 business days after the date of this Agreement, at its sole cost the Companies and expense, may procure new or updated owner’s the Shareholder shall obtain and deliver to Republic commitments (the "Commitments") issued by a title insurance policies company acceptable to Republic (the “"Title Policies”Company") from and dated not earlier than November 15, 1996 for the issuance of an ALTA Owners Policy of Title Insurance (10-17-92) (with Florida Modifications), (the "Title Policy") for the Owned Properties. The Title Policy shall be in the amount allocated to the real property herein, showing fee simple title companies of its choice with respect to the Owned Real Property Properties vested now or to be vested at the Leased Real Property insuring title Effective Time in one of the Companies subject only to current real estate Taxes not yet due and payable as of the Permitted Liens Effective Time, and such other general covenants, conditions, easements, and exceptions to title exceptions as Republic may approve in writing (collectively, the "Permitted Exceptions"). 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 Endorsement 3.1, contiguity (where appropriate), and such other endorsements as may be raised reasonably requested by Republic, excluding non-imputation and creditors rights endorsements. At the Closing, the Shareholder or his 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 Shareholder shall cause the Commitments to be later-dated to cover the Closing and to cause the Title Company to deliver the Title Policy at the Closing as directed by Republic. The cost of the Title Policy shall be borne one-half by Republic and one-half by the Companies and the Shareholder (b) Within 20 days after the date of this Agreement but before the Closing, the Companies and the Shareholder shall deliver to Republic and the Title Company an as-built plat of survey of each of the Owned Properties and the Leased Premises (the "Surveys") prepared by a registered land surveyor or engineer, licensed in the respective states in which such properties are located, dated on or after the date hereof, certified to Republic, the Title Company. Parent shall also be responsible for , and such other entities as Republic may designate in writing to 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 Companies 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 Shareholder prior to the title companies such affidavitsClosing, certificates and other documentation as are customary and reasonably requested conforming to current ALTA/ACSM Minimum Detail Requirements for Land Title Surveys, sufficient to cause the Title Company to delete the standard printed survey exception. Each Survey shall show access from the land to dedicated roads and shall include a flood plain certification. Any survey may be a recertification of a prior survey, provided that it meets the above-described criteria. (c) Republic shall notify the Companies and the Shareholder in writing, within ten (10) business days of the receipt of any Commitment of Survey, if (i) such Commitment discloses a title companies exception other than a Permitted Exception (an "Unpermitted Exception") or (ii) such Survey discloses any encroachment, overlap, or gap or any other matter which renders title to issue CLTA Standard Coverage Policy – 1990 any of the Owned Properties unmarketable or reflects that any utility service to the improvements or access thereto does not lie wholly within the applicable parcel of real property, or within an encumbered easement for the Owned Real Property benefit of such parcel of real property, or reflects any other matter adversely affecting the Leased Real Property use or improvements of such parcel of real property (including assistance to obtain a “non-imputation” or similar endorsement"Survey Defect"), but none of the officers or directors of then the Companies shall be required to execute any personal indemnities with respect thereto. Prior to Closingand the Shareholder, 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 twenty (20) days prior to the Closing to permit Parent to procure any surveys of Closing, shall have the Owned Real Property or Leased Real Property that Parent’s reasonably deems necessary, all at Parent’s sole risk, cost and expense.Unpermitted