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 i. With respect to each fee estate included in the Real Property, the Stockholder will have received obtain and deliver to CCC (i) as soon as practicable after the date of this Agreement, a title commitment disclosing the condition of title to such fee estate and all easements, rights of way, and restrictions of record with respect thereto, as of a date not earlier than the date of this Agreement, accompanied by copies of all instruments evidencing the scope and extent of all such easements, rights of way, and restrictions of record (the "Title Commitment"), and (ii) at or ---------------- prior to each parcel Closing, an ALTA Owner's Policy of Title Insurance on a form customarily used in the state in which the Real Estate subject to the LeasesProperty is located, a leasehold owner's policy issued by a title insurer reasonably satisfactory to the BuyersCCC, in an amount equal to the fair market value of such the Real Estate Property (including all improvements located thereonas reasonably determined by CCC), insuring over the standard pre-printed exceptions and insuring leasehold title to such Real Estate property to be in the Buyers as name of the Closing party designated by CCC on SCHEDULE 7.3, subject only to Permitted Encumbrances (each a "Title Policy"). ------------ ii. Each Title Policy obtained and delivered to CCC pursuant to this Agreement shall, except to the Permitted Real Estate Encumbrancesextent that title insurers in the state in which the applicable property is located are not lawfully permitted to issue such policies, together with (i) insure title to the property described in the policy and all recorded easements benefitting such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or its lender reasonably requestsproperty, (ii) contain an "extended coverage endorsement" or similar modification insuring over or otherwise eliminating the general exceptions customarily contained in title policies, (iii) contain an endorsement insuring that the property described in the policy is the same real estate shown in the survey delivered with respect to each parcel such property, (iv) contain a "contiguity" endorsement with respect to any property consisting of Owned more than one record parcel, (v) provide full coverage against mechanics' and materialmen's liens arising out of the construction, repair or alteration of any of the Real EstateProperty, (vi) contain any special endorsements reasonably required by CCC, including, without limitation, an owner's policy of title insurance by endorsement insuring that the improvements included in the Real Property are a title insurer reasonably satisfactory permitted use under the zoning designation applicable 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 requestsProperty, and (vii) not be subject to any survey exception. iii) . With respect to each Real Property interest as to which a Title Policy is to be procured pursuant to this Agreement, the Stockholder will obtain and deliver to CCC as soon as practicable after the date of this Agreement a current survey of each parcel of Real Estate the relevant parcel, prepared and certified to CCC and to the Buyers and its lender, prepared title insurer of such Real Property interest 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 customarily 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 Closingroads. iv. The Buyers Stockholder shall be responsible for all costs associated with obtaining the title commitments and the Seller will each pay one-half (1/2) of surveys described above, and CCC shall be responsible for the costs of these title policies and Surveys, provided that Seller's responsibility for such costs shall not exceed Five Thousand Dollars ($5,000)purchasing the Title Policies described above.

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 those requirements that are to be met solely by PUB). (1/2b) If PUB reasonably believes that any matter described in any title commitment described in Section 6.6(a) could materially and adversely affect PUB’s use and enjoyment of the costs Title Insurance Property described therein (a “Title Objection”), PUB will notify LB in writing of these such matters within ten Business Days after receiving all of the title policies and Surveyscommitments for the Title Insurance Property covered thereby. LB may decide to cure each Title Objection within twenty (20) Business Days or to provide for positive insurance against such items by the title company (except where, as provided that Seller's responsibility in Section 6.6(a)(ii)(G), PUB may acquire positive insurance by paying for the same. If LB is unable or unwilling to cure such costs shall not exceed Five Thousand Dollars ($5,000)Title Objection, PUB may terminate this Agreement.

Title Insurance and Surveys. The Buyers will have received a. Within fourteen (i14) business days from the date hereof, the Sellers shall use reasonable efforts to cause the Company to furnish to Buyer current title commitments (collectively, the “Title Commitments”) issued by Chicago Title Insurance Company (the “Title Company”) together with respect copies of all exceptions to each parcel title referenced therein. Sellers shall use reasonable efforts to cause the Title Commitments to set forth the state of title of the Owned Real Estate subject Property and the Leased Real Property (together with the Owned Real Property, the “Insured Property”), together with all exceptions or conditions to such title, including, without limitation, all easements, restrictions, rights-of-way, covenants, reservations, and all other encumbrances affecting the Insured Properties, which would appear in an owner’s or leasehold owners’ title policy, if issued. x. Xxxxxxx shall use reasonable efforts to cause the Title Commitments to contain the express commitment of the Title Company to issue one or more owners’ or leasehold owners’ title policies (the “Title Policies”) to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Company on the Buyers, current ALTA Form 2006 in an amount equal to amounts as Buyer may determine not in excess of the fair market value of such the Real Estate Property insured thereunder (including all improvements located thereon), insuring over subject to the standard pre-printed exceptions Permitted Encumbrances. Sellers shall use reasonable efforts to cause each Title Policy delivered pursuant to this Agreement to, at Buyer’s election, and insuring leasehold to the extent legally permissible and commercially available, (i) insure title to the Insured Properties and all recorded easements benefiting such Real Estate in the Buyers Insured Properties as of the date of Closing subject only to or the Permitted Real Estate Encumbrancesrecording of any subsequent deed or article of merger, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or its lender reasonably requestswhichever occurs last, (ii) contain an “extended coverage endorsement” insuring over the general exceptions contained customarily in such policies, (iii) contain an ALTA Zoning Endorsement 3.1 (or equivalent), (iv) contain an endorsement insuring that the Insured Properties described in the title insurance policy is the same real estate as shown on the Survey delivered with respect to such Real Property, (v) contain an endorsement insuring that each street adjacent to the real property is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the Real Property, (vi) if the Real Property consists of more than one record parcel, contain a “contiguity” endorsement insuring that all the record parcels are contiguous to one another, (vii) contain a tax parcel endorsement, (viii) contain a “non imputation” endorsement to the effect that title defects known to the officers, directors, and stockholders of Owned Real Estatethe owner prior to the Closing shall not be deemed “facts known to the insured” for purposes of the policy, (ix) contain an owner's policy ALTA Form 9.2 comprehensive endorsement and (x) contain an endorsement insuring against loss or damage sustained by the non-availability of title utilities. The insurance premium and other costs for each Title Policy shall be a Transaction Expense. The inability of the Title Company to issue a zoning endorsement on a Title Commitment due to a legal non-conforming use of such property shall not be grounds for objection by Buyer so long as the inability of the Title Company to issue such an endorsement is due to immaterial non-compliance with applicable zoning laws and regulations. c. No later than fourteen (14) business days prior to the Closing Date, the Sellers shall use reasonable efforts to cause the Company to furnish to Buyer copies of a survey of each Insured Property (“Survey”) prepared by a land surveyor licensed in the state in which the Insured Property is located and prepared in accordance with the minimum standard detail requirements for land title insurer reasonably surveys as most recently adopted by the American Land Title Association, the American Congress on Surveying and Mapping, and the National Society of Professional Surveyors (2005), including the following Table A optional requirements: 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(b)(2), 7(c), 8, 9, 10, 11(a), 13, 14, and 17, and without limiting the foregoing, is certified to the Company or either Subsidiary and the Title Company, and is in a form and has been certified as of a date satisfactory to the Buyers, in an amount equal Title Company to delete standard survey exceptions from the Title Commitment. Each Survey will be approved by Buyer prior to the fair market value Closing Date provided that the Surveys do not show any defects, encroachments or encumbrances that would materially affect the ordinary and normal operation 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 Closingsubject properties consistent with historical practices. The Buyers cost and the Seller will each pay one-half (1/2) expense of the costs of these title policies and Surveys, provided that Seller's responsibility for such costs Surveys shall not exceed Five Thousand Dollars ($5,000)be a Transaction Expense.

Title Insurance and Surveys. (a) The Buyers will have received Seller and AM TRU and the Buyer shall use their reasonable best efforts to order within 5 business days of the date hereof, with respect to the Real Estate: (1) a commitment for an ALTA 2006 owner’s title insurance policy for each parcel of Real Estate (each, a “Title Commitment”) issued on a date subsequent to the date hereof by a title company agreed to by the Buyer and the Seller (the “Title Insurer”), insuring the fee simple title of the Buyer in the Real Estate, including any easements appurtenant thereto, in an amount equal to the Fair Market Value of such Real Estate, which shall include: (i) an extended coverage endorsement guaranteeing the deletion of all general or standard exceptions customarily contained in an ALTA 2006 owners title insurance policy, (ii) an ALTA Endorsement 3.1 (Zoning Complete Structure) as amended to include parking, (iii) a tax parcel endorsement, (iv) a subdivision endorsement, and (v) such other endorsements as Buyer deems necessary and appropriate; (2) legible copies of all documents cited, raised as exceptions or noted in the Title Commitment or the Survey (as defined below) with respect to the Real Estate to the extent reasonably available (“Title Documents”); and (3) a survey for each parcel of Real Estate prepared in accordance with current ALTA/ACSM land survey standards by a registered land surveyor agreed to by the Buyer and the Seller and licensed in Indiana (the “Surveyor”), which references the 2005 requirements adopted by ALTA/ACSM and NSPS, certified as of a date subsequent to the date hereof and showing with respect to such Real Estate: (A) the legal description; (B) Table A, Items 1 (monuments placed and set), 2 (vicinity map), 3 (flood zone designation), 4 (gross land area), 6 (setback, height and area restrictions per zoning and/or building code), 7a (exterior dimensions of all buildings at ground level), 7b (square footage of exterior footprint and gross floor area), 7c (measured height of buildings), 8 (visible improvements), 9 (parking, including the number of spaces on the subject property), 10 (indication of access), 11b (evidence of utilities per observation and plans), 13 (names of adjoining owners of platted land), 14 (distance to nearest intersecting streets), 16 (evidence of earth moving), 17 (changes to right of way) and 18 (evidence of dump site) and show them thereon (each, a “Survey”). ALTA Minimum Standard Detail Certificate certified to Buyer, the title company and Buyer’s designees. In the ALTA Certification, please ask the surveyor to make reference to Table A and specifically Items 1 (monuments placed and set), 2 (vicinity map), 3 (flood zone designation), 4 (gross land area), 6 (setback, height and area restrictions per zoning and/or building code), 7a (exterior dimensions of all bldgs. at ground level), 7b (square footage of exterior footprint and gross floor area), 7c (measured height of bldg.), 8 (visible improvements), 9 (parking), 10 (indication of access), 11b (evidence of utilities per observation and plans), 13 (names of adjoining owners of platted land), 14 (distance to nearest intersecting streets), 16 (evidence of earth moving), 17 (changes to right of way) and 18 (evidence of dump site) (Note: Items 7 and 9 are only applicable if the property is improved) and show them thereon. (b) With respect to each parcel of Real Estate, the Buyer shall a have a period of 20 business days from its receipt of the later of the Title Commitment, Survey and Title Documents in which to review such Title Commitment, Survey and Title Documents and to deliver to the Seller, at the Buyer’s election, notice of any objections thereto with respect to matters that would materially and adversely affect the Buyer’s use, ownership of, marketability, or Fair Market Value of the Real Estate (each a “Buyer’s Objection Notice”). The Seller shall use their reasonable best efforts to promptly, but in no event later than the tenth (10th) day after Seller’s receipt of Buyer’s Objection Notice, cure all objections relating to all Buyer’s Objection Notices and take all commercially reasonable steps required by the Title Insurer to eliminate each objection as an exception to the applicable Title Commitment. Any objection that the Title Insurer is willing to insure over on terms reasonably acceptable to Buyer is herein referred to as an “Insured Exception.” If the objections are not cured or are not covered by an Insured Exception, the Buyer shall have the right to (A) terminate this Agreement or (B) in a writing to the Seller waive any remaining objection. (c) It shall be a condition to the Buyer’s obligation to close the Transactions that the Title Insurer be irrevocably committed to issue to the Buyer (1) an ALTA 2006 owner’s title insurance policy, based on each Title Commitment and including all unwaived objections, dated as of the Closing Date, 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 amount not less than the same amount as of the Closing Title Commitment therefor, 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(A) taxes which are a lien but not yet payable, (iiB) with respect to each parcel liens, charges, encumbrances, easements, rights-of-way or other restrictions that do not adversely affect the Buyer’s use and ownership of Owned or the marketability of the 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 (C) 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 other matters that were disclosed in the Buyers as of the Closing free Title Commitment and clear of all liens that were not objected to by Buyer, or if objected to, not cured by Seller 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 linesAM TRU, and other matters shown customarily on such surveysapproved in writing by the Buyer subsequent to the date of this Agreement, and showing access affirmatively (D) matters over which the Title Insurer has committed in writing to public streets insure on terms reasonably acceptable to Buyer (each a “Title Policy”). (d) Seller and roads (the "Surveys") which AM TRU 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 expenses associated with the Title Commitments, Title Documents, and Title Policies. Buyer shall pay the costs and expenses associated with the Surveys, provided that Seller's responsibility for such costs shall not exceed Five Thousand Dollars ($5,000).

Title Insurance and Surveys. The Buyers will Buyer shall have received sixty (i60) days after the date hereof (the "Review Period") in which to obtain: (a) surveys (the "Surveys") of each parcel of leased Real Property and Real Property owned in fee by the Company (together with all material easements appurtenant to such Real Property) prepared in accordance with ALTA/ACSM standards, certified to Buyer and to the title insurance company, each dated no more than ninety (90) days prior to the Closing and each detailing the legal description, the perimeter boundaries, all improvements located thereon, all easements and encroachments, rights of way, utilities, rights and other matters (whether above or below ground) encumbering or affecting each such parcel of Real Property and such matters as may be reasonably requested by Buyer or the title insurance company, each containing a surveyor certificate reasonably acceptable to Buyer and the title insurance company, each prepared by a registered land surveyor satisfactory to Buyer licensed to practice in such state in which the Real Property is located; and (b) current title insurance commitments (the "Title Commitments"), issued by a title insurance company or companies reasonably satisfactory to Buyer, agreeing to issue to Buyer standard form owner's policies of title insurance with respect to each parcel of leased Real Estate subject to Property and Real Property owned in fee by 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 Company (including together with all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title material easements appurtenant to such Real Estate in Property) (the Buyers as of the Closing subject only to the Permitted Real Estate Encumbrances"Title Policies"), together with a copy of each document to which reference is made in such endorsements for zoning, contiguity, public access and extended coverage as commitments. The Title Policies shall be standard ALTA Form 1992 owner's policies in the Buyers or its lender reasonably requests, (ii) with respect full amount of that portion of the Purchase Price allocated respectively to each parcel of Owned Real EstateProperty, an owner's policy of insuring good and marketable title insurance by a title insurer reasonably satisfactory to the Buyers, in an amount equal to the fair market value of such Real Estate thereto (including all improvements located thereon), insuring over material easements appurtenant to such Real Property) and shall include extended coverage deleting all of the standard pre-printed exceptions exceptions. Buyer may reasonably request endorsement to the Title Policies including but not limited to the following: gap coverage, zoning 3.1, access, location, owner's comprehensive and insuring contiguity, provided that the inability or unwillingness of the title insurance company to issue such endorsement shall not be a matter to which Buyer may object as set forth below. On or before the expiration of the Review Period, Buyer shall furnish the Company with a written statement of any title or such survey objections affecting the Real Property, other than the Permitted Exceptions, defined below. Should Buyer fail to notify the Company of any such title objections within the Review Period, Buyer shall be deemed to have waived objections to the matters affecting the Real Property revealed by the Title Commitments and Surveys. The Company shall have twenty (20) business days after receipt of any such written objections (hereinafter referred to as the "Title Cure Period") in which the Company shall use commercially reasonable efforts to cure all valid title objections. In the event that the Company fails to cure all valid title objections within the Title Cure Period, Buyer shall, by written notice to the Company given within ten (10) business days after the expiration of the Title Cure Period, elect one of the following: (a) to waive such title objections and close the transaction, without deduction of any amounts from the Purchase Price, on the Closing Date; or (b) to terminate this Agreement, in which event, neither the Company nor the Buyer shall have any rights, duties or obligations under this Agreement, except for any rights or obligations hereunder which, by their terms, survive any termination, cancellation, rescission, expiration or consummation of this Agreement and the lien or right, if any, of Buyer against or to the Real Property shall wholly cease. The Company shall not be required to bring any action or proceeding, or otherwise to incur any expense, to render title to the Owned Real Estate Property free of any matters objected to by Buyer other than the execution by the Company of affidavits and certificates customarily executed in similar transactions and reasonably approved by the Company, unless the matter objected to is a breach of the Company's representations and warranties herein. Mortgages and financing statements encumbering the Real Property which are to be vested in released by the Buyers as of Company at 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 constitute valid title objections so long as any survey defect or encroachment from or onto such mortgages and financing statements are not exceptions to title on the Closing Date. Notwithstanding the foregoing, Buyer's failure to object to any of matters affecting the Real Estate which has not been cured Property revealed by the Title Commitments or insured over prior to the Closing. The Buyers and the Seller will each pay one-half (1/2) Surveys or Buyer's waiver of the costs of these title policies and Surveys, provided that Seller's responsibility for any such costs matters shall not exceed Five Thousand Dollars ($5,000)in any way operate as a waiver, modification, termination, merger, or other limitation on the Company's representations or warranties regarding the Real Property, which representations and warranties the Company acknowledges shall remain unchanged hereby and in full force and effect.