Title Insurance and Surveys. Within forty-five (45) days after the date of this Agreement, Seller will provide Buyer, at Seller’s expense, with an ALTA 2006 standard form owner’s commitment (containing the endorsements described in Section 8.1(e) below) for title insurance with respect to each parcel of real property comprising the Owned Real Property (including legible copies of all documents, instruments or agreements evidencing or creating the exceptions referenced in such commitment to the extent available from the public records) from Chicago Title Insurance Company and an ALTA/ACSM Land Title Survey prepared in accordance with the 2005 minimum requirements therefor as adopted by American Land Title Association and the National Society of Professional Surveyors (prepared and certified, in form reasonably acceptable to Buyer as to all matters shown thereon, by a surveyor licensed by the State of Illinois and reasonably acceptable to Buyer, which shall include a notation stating whether or not a portion of the premises are located in a 100 year flood plain, flood-prone area of special flood hazard and if so, depicting the location of such flood-prone area of special flood hazard). With respect to any such parcel or parcels of real property collectively comprising the Owned Real Property used for any single Branch location (each, an “Owned Location”), Buyer shall have fifteen (15) Business Days after the receipt of the commitment for title insurance and the land title survey applicable to any such Owned Location to object, in writing, to the exceptions or other matters contained therein if and only if such exceptions or matters would, in Buyer’s reasonable discretion, (i) materially impair the use or occupancy (consistent with current use or occupancy) of the applicable Owned Location as a banking branch, or (ii) cost, at such Owned Location, more than $150,000 to remediate, cure or correct (it being agreed that if such exception or matter is not capable of being cured, remediated or corrected, the cost to cure, remediate or correct such exception or matter shall be deemed to exceed $150,000) (any of item (i) or (ii), an “Objectionable Title Matter”). Buyer shall not have the right to object to any exceptions or other matters contained in the commitment for title insurance and/or the land title survey applicable to any such Owned Location, except for Objectionable Title Matters; by way of clarification and not limitation, Objectionable Title Matters shall not include exceptions for current taxes not delinquent, printed exceptions in the commitment generally contained in any owner’s standard coverage policy of title insurance (except to the extent that the same may be removed by a customary owner’s affidavit from Seller or any other customary delivery reasonably requested by the title company), or rights of government entities to make cuts and fills in connection with construction and/or maintenance of any public roadways adjoining the real property and easements and reservations of record that do not prevent or materially impair the use of such parcel of real property for general banking purposes. If Buyer gives timely notice of its objection to any Objectionable Title Matter, Seller shall have the opportunity (but not the obligation) for ten (10) days from the date of Buyer’s notice to cure such objection (which cure may include, to the extent expressly consented to by Buyer in its sole discretion, a written undertaking (with collateral, if required) on the part of Seller to cure such objection prior to Closing). If the Seller shall have failed to cure, to the reasonable satisfaction of Buyer, any Objectionable Title Matter to which Buyer’s objections were timely made as provided in this Section 6.13 with respect to any such Owned Location, then Buyer may elect to exclude the applicable parcel or parcels of Real Estate Interests from the Acquisition (along with, if such parcel of Real Estate Interests is material to the operation of any Owned Location as determined in the sole, reasonable discretion of Buyer, any other parcel of Real Estate Interests applicable to such Owned Location), and the Payment Amount shall be reduced accordingly. Buyer agrees to assume the Deposits for any Branch excluded from the Acquisition pursuant to this Section 6.13, subject to Buyer’s or Seller’s ability to satisfy all applicable regulatory requirements.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (First Banks, Inc), Purchase and Assumption Agreement (Firstmerit Corp /Oh/)
Title Insurance and Surveys. Within forty(a) The Seller 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 the 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 Buyer’s reasonable estimated value of the 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 the 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) and show them thereon.
(b) With respect to the 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 the market value of the Real Estate (each a “Buyer’s Objection Notice”). The Seller shall use its reasonable best efforts to promptly, but in no event later than the twentieth (20th) 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 in the amount not less than the same amount as the Title Commitment therefor, subject only to (A) taxes which are a lien but not yet payable, (B) liens, charges, encumbrances, easements, rights-five of-way or other restrictions that do not adversely affect the Buyer’s use and ownership of or the marketability of the Real Estate, (45C) days after such other matters that were disclosed in the Title Commitment and that were not objected to by Buyer, or if objected to, cured by Seller, and other matters approved in writing by the Buyer subsequent to the date of this Agreement, Seller will provide Buyer, at Seller’s expense, with an ALTA 2006 standard form owner’s commitment and (containing D) matters over which the endorsements described Title Insurer has committed in Section 8.1(e) below) for title insurance with respect writing to each parcel of real property comprising the Owned Real Property (including legible copies of all documents, instruments or agreements evidencing or creating the exceptions referenced in such commitment to the extent available from the public records) from Chicago Title Insurance Company and an ALTA/ACSM Land Title Survey prepared in accordance with the 2005 minimum requirements therefor as adopted by American Land Title Association and the National Society of Professional Surveyors (prepared and certified, in form insure on terms reasonably acceptable to Buyer as to all matters shown thereon, by (each a surveyor licensed by the State of Illinois and reasonably acceptable to Buyer, which shall include a notation stating whether or not a portion of the premises are located in a 100 year flood plain, flood-prone area of special flood hazard and if so, depicting the location of such flood-prone area of special flood hazard). With respect to any such parcel or parcels of real property collectively comprising the Owned Real Property used for any single Branch location (each, an “Owned LocationTitle Policy”), .
(d) Buyer shall have fifteen (15) Business Days after pay the receipt of costs and expenses associated with the commitment for title insurance and the land title survey applicable to any such Owned Location to objectTitle Commitments, in writingTitle Documents, to the exceptions or other matters contained therein if and only if such exceptions or matters would, in Buyer’s reasonable discretion, (i) materially impair the use or occupancy (consistent with current use or occupancy) of the applicable Owned Location as a banking branch, or (ii) cost, at such Owned Location, more than $150,000 to remediate, cure or correct (it being agreed that if such exception or matter is not capable of being cured, remediated or corrected, the cost to cure, remediate or correct such exception or matter shall be deemed to exceed $150,000) (any of item (i) or (ii), an “Objectionable Title Matter”). Buyer shall not have the right to object to any exceptions or other matters contained in the commitment for title insurance and/or the land title survey applicable to any such Owned Location, except for Objectionable Title Matters; by way of clarification and not limitation, Objectionable Title Matters shall not include exceptions for current taxes not delinquent, printed exceptions in the commitment generally contained in any owner’s standard coverage policy of title insurance (except to the extent that the same may be removed by a customary owner’s affidavit from Seller or any other customary delivery reasonably requested by the title company), or rights of government entities to make cuts and fills in connection with construction and/or maintenance of any public roadways adjoining the real property and easements and reservations of record that do not prevent or materially impair the use of such parcel of real property for general banking purposes. If Buyer gives timely notice of its objection to any Objectionable Title Matter, Seller shall have the opportunity (but not the obligation) for ten (10) days from the date of Buyer’s notice to cure such objection (which cure may include, to the extent expressly consented to by Buyer in its sole discretion, a written undertaking (with collateral, if required) on the part of Seller to cure such objection prior to Closing). If the Seller shall have failed to cure, to the reasonable satisfaction of Buyer, any Objectionable Title Matter to which Buyer’s objections were timely made as provided in this Section 6.13 with respect to any such Owned Location, then Buyer may elect to exclude the applicable parcel or parcels of Real Estate Interests from the Acquisition (along with, if such parcel of Real Estate Interests is material to the operation of any Owned Location as determined in the sole, reasonable discretion of Buyer, any other parcel of Real Estate Interests applicable to such Owned Location)Policies, and the Payment Amount shall be reduced accordingly. Buyer agrees to assume the Deposits for any Branch excluded from the Acquisition pursuant to this Section 6.13, subject to Buyer’s or Seller’s ability to satisfy all applicable regulatory requirementsSurveys.
Appears in 1 contract
Samples: Branch Purchase and Assumption Agreement (River Valley Bancorp)
Title Insurance and Surveys. Within forty-five (45a) days Reasonably promptly after the date of this Agreementhereof, Seller will provide Buyerthe Buyer may order, at Seller’s expenseand the Company shall use its Commercially Reasonable Efforts to assist the Buyer in obtaining, with an ALTA 2006 standard form owner’s commitment (containing the endorsements described in Section 8.1(e) below) for title insurance with respect to each parcel of real property comprising (“Real Property”) listed on Exhibit 6.02 attached hereto:
(i) A commitment for an ALTA 2006 Owner’s title insurance policy issued by Chicago Title Insurance Company, or another title company agreed to in writing by the Owned Buyer and the Company (the “Title Insurer”), insuring the fee simple title or the leasehold interest of the Company or one of its Subsidiaries, as applicable, in such Real Property Property, including any easements appurtenant thereto, in the amount of the fair market value of such Real Property, with an extended coverage endorsement insuring over all general or standard exceptions customarily contained in such policies and such other endorsements as may be specified by Buyer in its reasonable discretion (including legible each, a “Title Commitment”);
(ii) Legible copies of all documentsdocuments cited, instruments raised as exceptions or agreements evidencing or creating noted with respect to each Real Property in the exceptions referenced in such commitment to the extent available from the public recordsapplicable Title Commitment (“Title Documents”); and
(iii) from Chicago Title Insurance Company and an ALTA/ACSM Land Title Survey A survey of each Real Property prepared in accordance with current ALTA/ACSM land survey standards by Xxxx & Xxxxx, or another registered land surveyor agreed to in writing by the 2005 minimum requirements therefor as adopted by American Land Title Association Buyer and the National Society of Professional Surveyors (prepared Company and certified, licensed in form reasonably acceptable to Buyer as to all matters shown thereon, by a surveyor licensed by the State of Illinois and reasonably acceptable to Buyer, state in which shall include a notation stating whether or not a portion of the premises are located in a 100 year flood plain, flood-prone area of special flood hazard and if so, depicting the location of such flood-prone area of special flood hazard). With respect to any such parcel or parcels of real property collectively comprising the Owned Real Property used for any single Branch location is located (each, an the “Owned LocationSurveyor”), Buyer shall showing with respect to such Real Property: (A) the legal description; (B) all buildings, structures and improvements thereon and all “setback” lines, restrictions of record and other restrictions that have fifteen (15) Business Days after the receipt of the commitment for title insurance been established by any applicable zoning or building code or ordinance and the land title survey applicable to any such Owned Location to object, in writing, to the exceptions or other matters contained therein if and only if such exceptions or matters would, in Buyer’s reasonable discretion, (i) materially impair the use or occupancy (consistent with current use or occupancy) of the applicable Owned Location as a banking branch, or (ii) cost, at such Owned Location, more than $150,000 to remediate, cure or correct (it being agreed that if such exception or matter is not capable of being cured, remediated or corrected, the cost to cure, remediate or correct such exception or matter shall be deemed to exceed $150,000) (any of item (i) or (ii), an “Objectionable Title Matter”). Buyer shall not have the right to object to any exceptions or other matters contained in the commitment for title insurance and/or the land title survey applicable to any such Owned Location, except for Objectionable Title Matters; by way of clarification and not limitation, Objectionable Title Matters shall not include exceptions for current taxes not delinquent, printed exceptions in the commitment generally contained in any owner’s standard coverage policy of title insurance (except to the extent that the same may be removed by a customary owner’s affidavit from Seller or any other customary delivery reasonably requested by the title company), all easements or rights of government entities way; (C) all encroachments, if any, upon such parcel by buildings, structures, improvements or easements; (D) access to make cuts such parcel from public streets and fills in connection with construction and/or maintenance of any public roadways adjoining the real property and easements; (E) all easements and reservations of record that do not prevent or materially impair affecting the use of such parcel or the improvements located thereon; (F) the flood plain in which such real estate is located, if any, (G) the applicable zoning; (H) the number of real property parking spaces located thereon and (I) certifying the number of square feet to not less than two decimal places (each, a “Survey”).
(b) With respect to each Real Property, the Buyer shall a have a period of twenty (20) Business Days from its receipt of the later of the applicable Title Commitment, Title Documents and Survey for general banking purposes. If Buyer gives timely such Real Property in which to complete its review of such Title Commitment, Survey and Title Documents and to deliver to the Company notice of its objection to any Objectionable Title Matter, Seller shall have the opportunity (but not the obligation) for ten (10) days from the date of Buyer’s notice to cure such objection (which cure may include, to the extent expressly consented to by Buyer in its sole discretion, a written undertaking (with collateral, if required) on the part of Seller to cure such objection prior to Closing). If the Seller shall have failed to cure, to the reasonable satisfaction of Buyer, any Objectionable Title Matter to which Buyer’s objections were timely made as provided in this Section 6.13 thereto with respect to any matters that would materially and adversely affect the Company’s or its applicable Subsidiary’s use and ownership of or the marketability of such Owned LocationReal Property (each, then Buyer may elect a “Buyer’s Objection Notice”). The Company shall use Commercially Reasonable Efforts to exclude cure all objections relating to each Buyer’s Objection Notice.
(c) All of the applicable parcel or parcels of Real Estate Interests from the Acquisition (along with, if such parcel of Real Estate Interests is material costs and fees payable to the operation Title Insurer and Surveyor for the Title Commitments, Title Documents and Surveys shall be shared equally by the Company and the Buyer, paid by each party as incurred reasonably promptly after receipt of any Owned Location as determined in the sole, reasonable discretion of Buyer, any other parcel of Real Estate Interests applicable to such Owned Location), and the Payment Amount shall be reduced accordingly. Buyer agrees to assume the Deposits for any Branch excluded from the Acquisition pursuant to this Section 6.13, subject to Buyer’s or Seller’s ability to satisfy all applicable regulatory requirementsinvoice therefor.
Appears in 1 contract
Samples: Merger Agreement (Merchants & Manufacturers Bancorporation Inc)
Title Insurance and Surveys. Within forty-five (45a) days after the date of this AgreementAt or prior to Closing, Seller will provide Buyershall cause to be delivered to Purchaser, at Seller’s expensea survey of the Real Property, with an ALTA 2006 standard form owner’s commitment (containing prepared by a Colorado registered land surveyor, and meeting the endorsements described in Section 8.1(e) below) "Minimum Standard Detail Requirements" for title insurance with respect to each parcel of real property comprising the Owned Real Property (including legible copies of all documents, instruments or agreements evidencing or creating the exceptions referenced in such commitment to the extent available from the public records) from Chicago Title Insurance Company and an ALTA/ACSM Land Title Survey prepared in accordance with the 2005 minimum requirements therefor Surveys as adopted by the American Land Title Association Association/American Society and American Congress on Surveying and Mapping in 1997, including Items 1, 2, 3, 4, 6, 7(a), 7(c), 8, 0, 00, 00, 00, 00 (xx xxxxxxxxxx), 00 (xx applicable), and 17 of Table A thereof, with the National Society of Professional Surveyors (prepared and certified, in form reasonably acceptable to Buyer as to all matters shown thereon, by a surveyor licensed by the State of Illinois and reasonably acceptable to Buyer, which shall include a notation stating whether or not a portion of the premises are located in a 100 year flood plain, flood-prone area of special flood hazard and if so, depicting the location certificate of such flood-prone area surveyor dated not earlier than the date hereof and running in favor of special flood hazardPurchaser, Seller and Title Company in the form attached hereto as Exhibit B.
(b) At or prior to the Closing, Seller shall cause to be delivered to Purchaser, a commitment for a title insurance policy for the Real Property (the "Commitment"). With respect If the Commitment discloses exceptions to any such parcel or parcels of real property collectively comprising the Owned Real Property used for any single Branch location title other than Permitted Exceptions (each, an “Owned Location”"Unpermitted Exceptions"), Buyer Seller shall have fifteen (15) Business Days after until Closing to cure the receipt of the commitment for title insurance and the land title survey applicable to any such Owned Location to object, in writing, to the exceptions or other matters contained therein if and only if such exceptions or matters would, in Buyer’s reasonable discretion, Unpermitted Exceptions identified by Purchaser either (i) materially impair by causing the use or occupancy (consistent with current use or occupancy) removal of the applicable Owned Location as a banking branch, Unpermitted Exceptions or (ii) costby the procurement of title insurance endorsements in form and substance satisfactory to Purchaser and Title Company providing coverage against loss or damage as a result of such Unpermitted Exceptions. If Seller does not cure the Unpermitted Exceptions prior to Closing, Purchaser may, at such Owned Locationits sole election, more than $150,000 terminate this Agreement upon written notice to remediateSeller prior to Closing. If Purchaser does not so elect, cure or correct (it being agreed that if such exception or matter is not capable of being cured, remediated or corrected, the cost to cure, remediate or correct such exception or matter Purchaser shall be deemed to exceed $150,000) (any of item (i) or (ii)have agreed to take title to the Real Property as it then is, an “Objectionable Title Matter”). Buyer shall not have with the right to object deduct from the Purchase Price the amount necessary to remove any exceptions or other matters contained in the commitment for title insurance and/or the land title survey applicable to any such Owned Location, except for Objectionable Title Matters; by way and all Unpermitted Exceptions of clarification a definite and not limitation, Objectionable Title Matters shall not include exceptions for current taxes not delinquent, printed exceptions in the commitment generally contained in any owner’s standard coverage policy of title insurance (except to the extent that the same ascertainable character which may be removed by a customary owner’s affidavit from Seller or any other customary delivery reasonably requested solely by the title company), or rights payment of government entities to make cuts and fills in connection with construction and/or maintenance of any public roadways adjoining the real property and easements and reservations of record that do not prevent or materially impair the use of such parcel of real property for general banking purposes. If Buyer gives timely notice of its objection to any Objectionable Title Matter, Seller shall have the opportunity (but not the obligation) for ten (10) days from the date of Buyer’s notice to cure such objection (which cure may include, to the extent expressly consented to by Buyer in its sole discretion, a written undertaking (with collateral, if required) on the part of Seller to cure such objection prior to Closing). If the Seller shall have failed to cure, to the reasonable satisfaction of Buyer, any Objectionable Title Matter to which Buyer’s objections were timely made as provided in this Section 6.13 with respect to any such Owned Location, then Buyer may elect to exclude the applicable parcel or parcels of Real Estate Interests from the Acquisition (along with, if such parcel of Real Estate Interests is material to the operation of any Owned Location as determined in the sole, reasonable discretion of Buyer, any other parcel of Real Estate Interests applicable to such Owned Location), and the Payment Amount shall be reduced accordingly. Buyer agrees to assume the Deposits for any Branch excluded from the Acquisition pursuant to this Section 6.13, subject to Buyer’s or Seller’s ability to satisfy all applicable regulatory requirementsmoney.
Appears in 1 contract
Samples: Purchase Agreement (Devry Inc)