Common use of Title Insurance and Surveys Clause in Contracts

Title Insurance and Surveys. The Buyers will have received (i) with respect to each parcel of Real Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to the Buyers, in an amount equal to the fair market value of such Real Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Real Estate in the Buyers as of the Closing subject only to the Permitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or its lender reasonably requests, (ii) with respect to each parcel of Owned Real Estate, an owner's policy of title insurance by a title insurer reasonably satisfactory to the Buyers, in an amount equal to the fair market value of such Real Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring title to the Owned Real Estate to be vested in the Buyers as of the Closing free and clear of all liens and encumbrances except Permitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or its lender reasonably requests, and (iii) a current survey of each parcel of Real Estate certified to the Buyers and its lender, prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters shown customarily on such surveys, and showing access affirmatively to public streets and roads (the "Surveys") which shall not disclose any survey defect or encroachment from or onto any of the Real Estate which has not been cured or insured over prior to the Closing. The Buyers and the Seller will each pay one-half (1/2) of the costs of these title policies and Surveys, provided that Seller's responsibility for such costs shall not exceed Five Thousand Dollars ($5,000).

Title Insurance and Surveys. The Buyers will At the Closing, Lawyer's Title Insurance Company (the "Title Company") shall have received delivered to Buyer policies of title insurance, or an irrevocable commitment to issue such policies, in accordance with the following: (ia) an owner's title insurance policy with respect to each parcel the Owned Property (exclusive of Real Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to the Buyers, in an amount equal to the fair market value of such Real Estate (including all improvements located thereonIDS Site), insuring over the standard pre-printed exceptions that Buyer has good and insuring leasehold marketable fee simple title to such Real Estate in the Buyers as of the Closing subject only to the Permitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or its lender reasonably requests, (ii) with respect to each parcel of Owned Real EstateProperty together with all rights, an owner's policy easements and privileges appurtenant thereto (exclusive of the IDS Site) and (b) a leasehold title insurance by a title insurer reasonably satisfactory policy with respect to the BuyersLeased 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 an amount equal to the fair market value of such Real Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring title to the Owned Real Estate to be vested in the Buyers as of the Closing each case free and clear of all liens and encumbrances except Encumbrances other than Permitted Real Estate EncumbrancesEncumbrances (collectively, together with the "Title Policies"). The Title Policies shall contain such endorsements for zoningand affirmative coverages as Buyer shall identify on Schedule 7.7 attached hereto and, contiguitywith respect to title matters and surveys not provided to Buyer as of the date hereof, public access such additional endorsements and extended coverage 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 Buyers or its lender Title Company reasonably requestsshall 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 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 each parcel of Real Estate 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 Buyers and its 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, prepared by a licensed surveyor the Title Company and conforming to current ALTA Minimum Detail Requirements for Land Title Surveyssuch other parties as Buyer may designate (the "Wichita Survey"; together with the Oklahoma Survey, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters shown customarily on such surveys, and showing access affirmatively to public streets and roads (the "Surveys") which ). Each Survey shall not disclose any survey defect or encroachment from or onto any of comply with the Real Estate which has not been cured or insured over prior to minimum detail requirements for land title surveys as adopted by the Closing. The Buyers American Land Title Association and the Seller will each pay oneAmerican Congress on Surveying and Mapping. Neither the Wichita Survey nor any other Survey shall disclose (x) Encumbrances other than Permitted Encumbrances, (y) material shortages in area or conflicts or discrepancies in boundary lines or (z) uninsurable encroachments of improvements, facilities or other structures across or over boundary lines, easement areas or rights-half (1/2) of the costs of these title policies and Surveys, provided that Seller's responsibility for such costs shall not exceed Five Thousand Dollars ($5,000)of-way.

Title Insurance and Surveys. The Buyers will At the Closing, Lawyer’s Title Insurance Company (the “Title Company”) shall have received delivered to Buyer policies of title insurance, or an irrevocable commitment to issue such policies, in accordance with the following: (ia) an owner’s title insurance policy with respect to each parcel the Owned Property (exclusive of Real Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to the Buyers, in an amount equal to the fair market value of such Real Estate (including all improvements located thereonIDS Site), insuring over the standard pre-printed exceptions that Buyer has good and insuring leasehold marketable fee simple title to such Real Estate in the Buyers as of the Closing subject only to the Permitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or its lender reasonably requests, (ii) with respect to each parcel of Owned Real EstateProperty together with all rights, an owner's policy easements and privileges appurtenant thereto (exclusive of the IDS Site) and (b) a leasehold title insurance by a title insurer reasonably satisfactory policy with respect to the BuyersLeased 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 an amount equal to the fair market value of such Real Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring title to the Owned Real Estate to be vested in the Buyers as of the Closing each case free and clear of all liens and encumbrances except Encumbrances other than Permitted Real Estate EncumbrancesEncumbrances (collectively, together with the “Title Policies”). The Title Policies shall contain such endorsements for zoningand affirmative coverages as Buyer shall identify on Schedule 7.7 attached hereto and, contiguitywith respect to title matters and surveys not provided to Buyer as of the date hereof, public access such additional endorsements and extended coverage 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 Buyers or its lender Title Company reasonably requestsshall 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 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 each parcel of Real Estate 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 Buyers and its lender, Title Company (the “Oklahoma Survey”). Seller shall have delivered to Buyer a survey of the Wichita Site prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements for Land Title SurveysProfessional Engineering Corporation, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters shown customarily on such surveys, and showing access affirmatively to public streets and roads dated not more than thirty (the "Surveys"30) which shall not disclose any survey defect or encroachment from or onto any of the Real Estate which has not been cured or insured over days prior to the Closing, certified to Buyer, Buyer’s lender, the Title Company and such other parties as Buyer may designate (the “Wichita Survey”; together with the Oklahoma Survey, the “Surveys”). The Buyers Each Survey shall comply with the minimum detail requirements for land title surveys as adopted by the American Land Title Association and the Seller will each pay oneAmerican Congress on Surveying and Mapping. Neither the Wichita Survey nor any other Survey shall disclose (x) Encumbrances other than Permitted Encumbrances, (y) material shortages in area or conflicts or discrepancies in boundary lines or (z) uninsurable encroachments of improvements, facilities or other structures across or over boundary lines, easement areas or rights-half (1/2) of the costs of these title policies and Surveys, provided that Seller's responsibility for such costs shall not exceed Five Thousand Dollars ($5,000)of-way.

Title Insurance and Surveys. The Buyers (a) In preparation for the Closing, as soon as reasonably possible, LB will have received (i) furnish to PUB, at LB’s expense, with respect to each parcel of Real Estate subject property described on Schedule 6.6 (the “Title Insurance Property”) a title commitment with respect to a title policy conforming to the Leases, a leasehold owner's following standards: (i) the title policy will be an ALTA Form 2006 Owner’s Policy of Title Insurance issued by a title insurer reasonably satisfactory to the BuyersFirst American Title Insurance Company, in an such amount equal as PUB and LB may reasonably determine to be the fair market value of such Real Estate (including all improvements located thereon)the Title Insurance Property, insuring over the standard pre-printed exceptions and insuring leasehold marketable fee title to such Real Estate in the Buyers PUB as of the Closing Closing, subject only to the Permitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or its lender reasonably requests, ; (ii) with respect each title policy will (A) insure title to each parcel (by including on Schedule A to such policy) all recorded easements or restrictions benefiting such Title Insurance Property, if any, (B) contain an ALTA 3.1 zoning endorsement (or equivalent), (C) contain an endorsement insuring access to public street(s), (D) contain a “contiguity” endorsement if the real property consists of Owned Real Estatemore than one record parcel, an owner's policy of title insurance by (E) contain a title insurer reasonably satisfactory “non-imputation” endorsement to the Buyers, in an amount equal effect that title defects known to the fair market value officers, directors or shareholders of such Real Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring title PUB prior to the Owned Real Estate Closing will not be deemed “facts known to be vested in the Buyers as insured” for purposes of the Closing free and clear of policy, (F) contain an endorsement that the real property complies with all liens and encumbrances except Permitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or its lender reasonably requestsapplicable subdivision Laws, and (iiiG) a current survey contain such other reasonable endorsements, provided such endorsements and any underlying costs associated with obtaining such endorsements, are paid for by PUB, as PUB may identify prior to Closing. Each commitment will include the title insurer’s requirements for issuing its title policy, which requirements shall be met by LB and PUB on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary liens of each parcel of Real Estate certified to the Buyers and its lenderascertainable amount created by, prepared by a licensed surveyor and conforming to current ALTA Minimum Detail Requirements through or under LB or LSB (excluding assessments for Land Title Surveyspublic improvements levied, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters shown customarily on such surveys, and showing access affirmatively to public streets and roads (the "Surveys") which shall not disclose any survey defect pending or encroachment from or onto deferred against any of the Real Estate which has Title Insurance Property that are not been cured due at or insured over before the Effective Time), and excluding Encumbrances that LB is not required by this Agreement to remove at or prior to the Closing. The Buyers Closing and the Seller will each pay one-half (1/2) of the costs of these title policies and Surveys, provided those requirements that Seller's responsibility for such costs shall not exceed Five Thousand Dollars ($5,000are to be met solely by PUB).

Title Insurance and Surveys. The Buyers will have received (ia) with respect to each parcel of Real Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to the Buyers, in an amount equal to the fair market value of such Real Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Real Estate in the Buyers as of the Closing subject only to the Permitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or its lender reasonably requests, (ii) with respect to each parcel of Owned Real Estate, Buyer shall obtain an owner's policy of title insurance by ("Title Insurance") in a form and amount and from a title insurer insurance company reasonably satisfactory acceptable to Buyer (the Buyers, in an amount equal "Title Company") relating to the fair market value of such Real Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring title to the Owned Real Estate to be vested in the Buyers as of the Closing free and clear of all liens and encumbrances except Permitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or its lender reasonably requests, and (iii) a current survey of each parcel of Real Estate certified 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 Buyers and its lender, prepared by a licensed surveyor and conforming Real Property ("Title Binders") showing fee title to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility linessuch Real Property in Sellers, and other matters shown customarily on committing to issue the Title Insurance with respect to such surveysReal Property, such Title Binders to show all Encumbrances with respect to such Real Property. (c) Within three (3) days after the execution and showing access affirmatively to public streets and roads delivery of this Agreement, Buyer shall obtain currently dated surveys (the "Surveys") of each parcel of Real Property, each of which Surveys shall be in form and substance, and prepared by a 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 to any Real Property is not disclose any survey defect as represented herein or encroachment from or onto that any of the Real Estate Encumbrances reflected in the Title Binders or Surveys are not Permitted Encumbrances and the 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 the Objection Notice whether they intend to so eliminate or modify the Unacceptable Encumbrances. In the event 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 the Surveys as to which has not been Buyer objects by timely delivery of the Objection Notice that are thereafter cured to the satisfaction of Buyer or insured over waived by Buyer in writing shall also be deemed to be Permitted Encumbrances. In the event Sellers fail or are unable to cure the Unacceptable Encumbrances prior to the Closing. The Buyers and the Seller will each pay one-half Closing Date (1/2provided it is at least three (3) days after receipt of the costs Objection Notice), Buyer shall, in its discretion, have the right to 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 these title policies obtaining Title Binders, Title Insurance, and Surveys, provided that Seller's responsibility for such costs Surveys shall not exceed Five Thousand Dollars ($5,000).be borne by Buyer. 6.7

Title Insurance and Surveys. The Buyers will have received (a) Promptly upon execution of this Agreement, Buyer shall order and update from time to time prior to the Closing (at the cost and expense of Buyer) title commitments (as amended or updated from time to time, the "Title Commitments") for the owned Facilities issued by a nationally recognized title company (the "Title Company"). Seller shall provide for the delivery of such executed and acknowledged affidavits and/or indemnification agreements as the Title Company shall reasonably require in order to omit from its title insurance policies relating to the Owned Facilities all exceptions (other than Permitted Encumbrances) for (i) with respect judgments, bankruptcies or other returns against persons or entities whose names are the same as or similar to each parcel of Real Estate subject to the Leases, a leasehold ownerSeller's policy issued by a title insurer reasonably satisfactory to the Buyers, in or an amount equal to the fair market value of such Real Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Real Estate in the Buyers as of the Closing subject only to the Permitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or its lender reasonably requestsaffiliates, (ii) with respect to each parcel of Owned Real Estatemechanics, an ownerand materialmen's policy of title insurance by a title insurer reasonably satisfactory to the Buyers, in an amount equal to the fair market value of such Real Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring title to the Owned Real Estate to be vested in the Buyers as of the Closing free and clear of all liens and encumbrances except Permitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or its lender reasonably requestsliens, and (iii) a current survey of each parcel of Real Estate certified encumbrances (other than Permitted Encumbrances) first appearing in the public records after the Closing Date but prior to the Buyers and its lender, prepared by date the documents transferring the Owned Facilities to Buyer are recorded. If a licensed surveyor and conforming Title Commitment or update shall reveal one or more defects to current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the location of all improvements, easements, party walls, sidewalks, roadways, utility lines, and other matters shown customarily on such surveys, and showing access affirmatively to public streets and roads title not included as Permitted Encumbrances (the "SurveysUnpermitted Encumbrances"), Buyer shall promptly notify Seller of such Unpermitted Encumbrances and Seller shall (i) cure such Unpermitted Encumbrances which can be cured with the payment of a commercially reasonable amount of money only ("Monetary Defects") prior to Closing and (ii) use reasonable efforts to cure the Unpermitted Encumbrances which cannot be so cured ("Non-monetary Defects") prior to Closing. If Seller is unable to cure the Non-monetary Defects prior to Closing, Buyer shall not disclose any survey defect or encroachment from or onto any consummate the transactions contemplated by this Agreement, including, without limitation, the acquisition of the Real Estate which has not been cured or insured over prior particular Owned Facility affected by the Non-monetary Defects with no adjustment to the Closing. The Buyers Purchase Price, and the Seller will each pay onesuch Non-half (1/2) of the costs of these title policies and Surveys, provided that Seller's responsibility for such costs monetary Defects shall not exceed Five Thousand Dollars ($5,000)be deemed to be Permitted Encumbrances.