Common use of Title Insurance Policies Clause in Contracts

Title Insurance Policies. (a) Seller will provide to Purchaser, at Seller’s expense, within 120 days after the date of this Agreement, commitments to issue title insurance policies on the 1992 ALTA owner’s form (or its local equivalent in any state in which ALTA policies are not available) (“Title Commitments”) by an agent writing for Chicago Title or another nationally recognized title insurance company (the “Title Company”) and legible photocopies of all recorded items described as exceptions therein, committing to insure fee simple title in the Purchaser to each parcel of Owned Real Property and tenant’s leasehold interest in each parcel of Leased Real Property containing a headend or tower (collectively, the “Commitment Properties”), subject only to Permitted Encumbrances. In addition, Purchaser may obtain, at Purchaser’s sole cost and expense, a current survey of all Commitment Properties prepared by a duly licensed surveyor reasonably acceptable to Purchaser. (b) Promptly following Closing, Seller shall cause the Title Company, at Seller’s sole cost and expense, to issue policies of title insurance (“Title Policies”) with respect to each of the Commitment Properties with policy limits equal to the appraised value of the property; provided, however, that Purchaser shall be solely responsible for obtaining and paying for the cost of any such appraisal and, in the event Purchaser elects not to do so, the policy limits shall be equal to the fair market value of the property. The cost to obtain such Title Commitments and Title Policies with respect to the Commitment Properties will be paid by Seller; provided, however, that the Purchaser will pay the premiums and charges other than with respect to the Commitment Properties and for any additional endorsements it requests with respect to any Title Policy other than the endorsements to delete or insure over any Title Defects. (c) If the Purchaser notifies Seller within 90 days after the date of this Agreement of (i) any Encumbrance (other than a Permitted Encumbrance), (ii) other matter that prevents access to any Owned Real Property or Leased Real Property, or (iii) any other matter that, individually or in the aggregate could have a material adverse effect on the use or value of such Owned Real Property or Leased Real Property (each a “Title Defect”), Seller will exercise commercially reasonable efforts to (A) remove such Title Defect, or (B) subject to Purchaser’s approval, cause the Title Company to commit to insure over each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if the Purchaser elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement, Purchaser and Seller will enter into a written agreement at Closing containing the commitment of Seller to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to Purchaser in its reasonable discretion. At the Closing, each Party will deliver such reasonable affidavits and other customary closing documents as are required by the Title Company in order to issue Title Policies or to delete or insure over any Title Defects, provided that such affidavits do not expand or limit the special or limited warranties of Seller contemplated in the applicable deed described in Section 7.15(b).

Title Insurance Policies. (a) Seller will provide to PurchaserThe Contributors’ Representative acknowledges and agrees that, at Seller’s expensefor each parcel of Real Property, within 120 days after the date of this Agreement, commitments to issue title insurance policies on the 1992 PEGC I OP may obtain 2006 form ALTA owner’s form or leasehold owner’s policies, as applicable (or its local equivalent in any state in which ALTA policies are not available) with extended coverage), covering such Real Property, issued to the applicable Contributed Company by First American Insurance Company (“Title Commitments”) by an agent writing for Chicago Title or another nationally recognized title insurance company (the “Title Company”), in each case which may, at the option of PEGC I: (a) have an effective date as of the Closing Date; (b) be in amount, form and legible photocopies substance reasonably satisfactory to PEGC I OP; (c) insure that such Contributed Company has valid title to the Real Property, free and clear of all recorded items described as exceptions thereinLiens other than Permitted Liens; and (d) include, committing to insure fee simple title the extent available in the Purchaser to applicable jurisdiction, the endorsements that are listed on Schedule 6.17 for each parcel of Owned Real Property and tenant’s leasehold interest in each parcel of Leased Real Property containing a headend or tower (collectively, herein collectively referred to as the “Commitment PropertiesTitle Policies”), subject only to Permitted Encumbrances. In additionorder to obtain the Title Policies, Purchaser may obtain, at Purchaser’s sole cost and expense, a current survey of all Commitment Properties prepared only if requested by a duly licensed surveyor reasonably acceptable to Purchaser. (b) Promptly following Closing, Seller shall cause the Title Company, at Seller’s sole cost and expensethe Contributors shall deliver on, to issue policies of title insurance (“Title Policies”) with respect to each of or prior to, the Commitment Properties with policy limits equal Closing Date the following documents to the appraised value of the property; provided, however, that Purchaser shall be solely responsible for obtaining and paying for the cost of any such appraisal andTitle Company, in the event Purchaser elects not customary form and substance reasonably acceptable to do so, the policy limits shall be equal to the fair market value of the property. The cost to obtain such Title Commitments and Title Policies with respect to the Commitment Properties will be paid by Seller; provided, however, that the Purchaser will pay the premiums and charges other than with respect to the Commitment Properties and for any additional endorsements it requests with respect to any Title Policy other than the endorsements to delete or insure over any Title Defects. (c) If the Purchaser notifies Seller within 90 days after the date of this Agreement of (i) any Encumbrance (other than a Permitted Encumbrance), (ii) other matter that prevents access to any Owned Real Property or Leased Real Property, or (iii) any other matter that, individually or in the aggregate could have a material adverse effect on the use or value of such Owned Real Property or Leased Real Property (each a “Title Defect”), Seller will exercise commercially reasonable efforts to (A) remove such Title Defect, or (B) subject to Purchaser’s approval, cause the Title Company and Contributors’ Representative: (u) customary owner’s affidavit; (v) no change to commit to insure over each survey affidavit; (w) GAP indemnity; (x) non-imputation affidavit; (y) financial information and information regarding on-going construction; and (z) such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if the Purchaser elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement, Purchaser and Seller will enter into a written agreement at Closing containing the commitment of Seller to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to Purchaser in its reasonable discretion. At the Closing, each Party will deliver such reasonable affidavits and other customary closing and reasonable certificates and documents as are required requested by the Title Company in order to issue connection with the issuance of the Title Policies or contemplated above. In addition, the Contributors agree to delete or insure over provide to PEGC I OP and its Representatives, access and documents reasonably necessary to produce the Title Policies. The Contributors shall be responsible for the cost of and premiums for the Title Policies (excluding the cost of and premiums for the endorsements other than any extended coverage endorsements) and PEGC I OP shall be responsible for the cost of and premiums for the endorsements to such Title Defects, provided that such affidavits do not expand or limit the special or limited warranties of Seller contemplated in the applicable deed described in Section 7.15(bPolicies (other than any extended coverage endorsements).

Title Insurance Policies. (a) Seller will provide Purchaser shall have the right, in its sole discretion, to Purchaser, at Seller’s expense, within 120 days after the date of this Agreement, obtain commitments to issue title insurance policies on in respect of the 1992 ALTA ownerOwned Property. Seller shall use commercially reasonable efforts to cooperate and assist Purchaser in obtaining such title insurance commitments, including delivering or causing to deliver all documents in Seller’s form (possession or its local equivalent in any state in which ALTA policies control that are not available) (“Title Commitments”) required by an agent writing for Chicago Title or another nationally recognized Purchaser’s title insurance company (which are reasonably necessary in order for said title company to issue an ALTA form owner’s title insurance policy to Purchaser; provided that Seller shall not be required to incur any cost, expense or liability in connection therewith. Following the “Title Company”) and legible photocopies of all recorded items described as exceptions therein, committing to insure fee simple title in the Purchaser to each parcel of Owned Real Property and tenant’s leasehold interest in each parcel of Leased Real Property containing a headend or tower (collectively, the “Commitment Properties”), subject only to Permitted Encumbrances. In additionEffective Date, Purchaser may obtain, at Purchaser’s sole cost and expense, a current survey of all Commitment Properties prepared by a duly licensed surveyor reasonably acceptable to Purchaser. (b) Promptly following Closing, Seller shall cause the Title Company, at Seller’s sole cost and expense, to issue policies of title insurance (“Title Policies”) with respect to each of the Commitment Properties with policy limits equal to the appraised value of the property; provided, however, that Purchaser shall be solely responsible for obtaining and paying for the cost of order any such appraisal and, in the event Purchaser elects not to do so, the policy limits shall be equal to the fair market value of the property. The cost to obtain such Title Commitments title commitments and Title Policies surveys as it may desire with respect to the Commitment Properties will be paid by Seller; provided, however, that the Owned Property. Purchaser will pay the premiums and charges other than with respect to the Commitment Properties and for any additional endorsements it requests with respect to any Title Policy other than the endorsements to delete or insure over any Title Defects. (c) If the Purchaser notifies may notify Seller in writing within 90 60 days after the date Effective Date that any commitment or survey ordered in accordance with the terms of this Agreement Section 7.17 discloses a condition that constitutes a breach, or any facts which could be reasonably expected to result in a breach, of (i) the representations of Seller contained in Section 5.9 of this Agreement, or any Encumbrance condition that could prohibit Seller from transferring title or interest to such Owned Property free and clear of all Liens (other than a Permitted Encumbrance), Exceptions) (ii) other matter that prevents access to any Owned Real Property or Leased Real Property, or (iii) any other matter that, individually or in the aggregate could have a material adverse effect on the use or value of such Owned Real Property or Leased Real Property (each a “Title Defect”). Upon receipt of timely written notice of a Title Defect, Seller will exercise promptly commence further investigation and use commercially reasonable efforts at its expense to (Ai) remove such cure the Title DefectDefect prior to the Closing Date, or (Bii) subject to Purchaser’s approval, cause the Title Company title company to commit to insure over each such Title Defect prior to the ClosingClosing Date. If any such Title Defect cannot be removed prior to the Closing Date, or the Title Company does title company will not commit to insure over such Title Defect prior to the Closing and if the Purchaser elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this AgreementDate, then at Purchaser’s election, Purchaser and Seller will shall enter into a written agreement at or prior to the Closing Date containing the commitment of Seller to use commercially reasonable efforts to remedy the uncured Title Defect Defect(s) following the Closing Date on terms satisfactory to Purchaser in its reasonable discretion; provided, however, that no such commitment will impair or otherwise abrogate Purchaser’s rights hereunder. At For the Closingavoidance of doubt, each Party will nothing in this Section 7.17 shall alter Seller’s obligation to deliver such reasonable affidavits the Owned Property to Purchaser free and clear of all Liens other customary closing documents as are required by the Title Company in order to issue Title Policies or to delete or insure over any Title Defects, provided that such affidavits do not expand or limit the special or limited warranties of Seller contemplated in the applicable deed described in Section 7.15(b)than Permitted Exceptions.

Title Insurance Policies. (a) Seller will provide to Purchaser, at Seller’s expense, within 120 Within 90 days after the date of this AgreementClosing Date the Borrower shall deliver to Agent, commitments to issue title insurance policies on the 1992 ALTA owner’s form (or its local equivalent in any state in which ALTA policies are not available) (“Title Commitments”) by an agent writing for Chicago Title or another nationally recognized title insurance company (the “Title Company”) and legible photocopies of all recorded items described as exceptions therein, committing to insure fee simple title in the Purchaser with respect to each parcel of Owned Real Property real property comprising the Inventory from the Resorts in Missouri, Illinois and tenantGeorgia, including: (i) Ozark Mountain Resort, Kxxxxxxxxx City, Missouri; (ii) Holiday Hills Resort, Branson, Missouri; (iii) Timber Creek Resort, Jefferson County, Missouri; (iv) Fox River Resort, LaSalle County, Illinois; and (v) Apple Mountain Resort, Habersham County, Georgia; a new mortgagee’s leasehold interest in each parcel of Leased Real Property containing a headend or tower title insurance policy (collectively, the “Commitment Properties”), subject only Inventory Title Policy” or an endorsement to Permitted Encumbrances. In addition, Purchaser may obtain, at Purchaserthe existing mortgagee’s sole cost and expense, a current survey of all Commitment Properties prepared by a duly licensed surveyor reasonably acceptable to Purchaser. (b) Promptly following Closing, Seller shall cause the Title Company, at Seller’s sole cost and expense, to issue policies of title insurance (“Title Policies”) with respect to policy updating each of the Commitment Properties with applicable policy limits equal to the appraised value of the property; provided, however, that Purchaser shall be solely responsible for obtaining and paying for the cost of any such appraisal and, in the event Purchaser elects not to do so, the policy limits shall be equal to the fair market value of the property. The cost to obtain such Title Commitments and Title Policies previously issued with respect to the Commitment Properties will be paid by Seller; provided, however, Inventory through the date that the Purchaser will pay modifications required under Section 4.1(g)(ii) hereof are duly recorded in the premiums and charges other than with respect to applicable land records for each state in which the Commitment Properties and for any additional endorsements it requests with respect to any Inventory is located (the “Inventory Title Endorsement”). If an Inventory Title Policy other than the endorsements to delete or insure over any is obtained, each such Inventory Title Defects. (c) If the Purchaser notifies Seller within 90 days after the date of this Agreement of Policy shall: (i) any Encumbrance (other than a Permitted Encumbrance), be in an amount equal to the full amount required for such title insurance under the Inventory Loan; (ii) other matter that prevents access to any Owned Real Property or Leased Real Property, or insure the Inventory Mortgages as modified in accordance with Section 3.1 hereof; and (iii) any other matter thatbe issued by companies and in form and substance satisfactory to Agent in its sole discretion. If an Inventory Title Endorsement is obtained, individually or in the aggregate could have a material adverse effect on the use or value of such Owned Real Property or Leased Real Property (each a “Title Defect”), Seller will exercise commercially reasonable efforts to (A) remove such Title Defect, or (B) subject to Purchaser’s approval, cause the Title Company to commit to insure over each such Inventory Title Defect prior to Endorsement shall: (i) insure that the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if the Purchaser elects to waive such Title Defect and proceed towards consummation modification of the transaction Inventory Mortgages as provided herein will not impair the coverage afforded by endorsed title insurance policies, and that those policies remain in accordance with this Agreement, Purchaser full force and Seller effect; (ii) insure that the modification of the Inventory Mortgages as provided herein will enter into a written agreement at Closing containing not impair the commitment lien of Seller to use commercially reasonable efforts to remedy the Title Defect following Closing on terms insured mortgage; and (iii) be issued by companies and in form and substance satisfactory to Purchaser Agent in its reasonable sole discretion. At Borrower shall be responsible for the Closing, each Party will deliver such reasonable affidavits payment of all costs and other customary closing documents as are required by expenses of the foregoing Inventory Title Company in order to issue Title Policies or to delete or insure over any Title Defects, provided that such affidavits do not expand or limit the special or limited warranties of Seller contemplated in the applicable deed described in Section 7.15(b)Policy and/or Endorsement.

Title Insurance Policies. (a) Seller will provide to Purchaser, at Seller’s expense, within 120 Within 90 days after the date of this AgreementClosing Date the Borrower shall deliver to Lender, commitments to issue title insurance policies on the 1992 ALTA owner’s form (or its local equivalent in any state in which ALTA policies are not available) (“Title Commitments”) by an agent writing for Chicago Title or another nationally recognized title insurance company (the “Title Company”) and legible photocopies of all recorded items described as exceptions therein, committing to insure fee simple title in the Purchaser with respect to each parcel of Owned Real Property real property comprising the Inventory from the Resorts in Missouri, Florida, Illinois and tenantGeorgia, including: (i) Ozark Mountain Resort, Xxxxxxxxxx City, Missouri; (ii) Holiday Hills Resort, Branson, Missouri; (iii) Timber Creek Resort, Jefferson County, Missouri; (iv) Fox River Resort, LaSalle County, Illinois; (v) Orlando Breeze and (vi) Apple Mountain Resort, Habersham County, Georgia; a new mortgagee’s leasehold interest in each parcel of Leased Real Property containing a headend or tower title insurance policy (collectively, the “Commitment Properties”), subject only Inventory Title Policy” or an endorsement to Permitted Encumbrances. In addition, Purchaser may obtain, at Purchaserthe existing mortgagee’s sole cost and expense, a current survey of all Commitment Properties prepared by a duly licensed surveyor reasonably acceptable to Purchaser. (b) Promptly following Closing, Seller shall cause the Title Company, at Seller’s sole cost and expense, to issue policies of title insurance (“Title Policies”) with respect to policy updating each of the Commitment Properties with applicable policy limits equal to the appraised value of the property; provided, however, that Purchaser shall be solely responsible for obtaining and paying for the cost of any such appraisal and, in the event Purchaser elects not to do so, the policy limits shall be equal to the fair market value of the property. The cost to obtain such Title Commitments and Title Policies previously issued with respect to the Commitment Properties will be paid by Seller; provided, however, Inventory through the date that the Purchaser will pay modifications required under Section 4.1(f)(ix) hereof are duly recorded in the premiums and charges other than with respect to applicable land records for each state in which the Commitment Properties and for any additional endorsements it requests with respect to any Inventory is located (the “Inventory Title Endorsement”). If an Inventory Title Policy other than the endorsements to delete or insure over any is obtained, each such Inventory Title Defects. (c) If the Purchaser notifies Seller within 90 days after the date of this Agreement of Policy shall: (i) any Encumbrance (other than a Permitted Encumbrance), be in an amount equal to the full amount required for such title insurance under the Inventory Loan; (ii) other matter that prevents access to any Owned Real Property or Leased Real Property, or insure the Inventory Mortgages as modified in accordance with Section 3.12 hereof; and (iii) any other matter thatbe issued by companies and in form and substance satisfactory to Lender in its sole discretion. If an Inventory Title Endorsement is obtained, individually or in the aggregate could have a material adverse effect on the use or value of such Owned Real Property or Leased Real Property (each a “Title Defect”), Seller will exercise commercially reasonable efforts to (A) remove such Title Defect, or (B) subject to Purchaser’s approval, cause the Title Company to commit to insure over each such Inventory Title Defect prior to Endorsement shall: (i) insure that the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if the Purchaser elects to waive such Title Defect and proceed towards consummation modification of the transaction Inventory Mortgages as provided herein will not impair the coverage afforded by endorsed title insurance policies, and that those policies remain in accordance with this Agreement, Purchaser full force and Seller effect; (ii) insure that the modification of the Inventory Mortgages as provided herein will enter into a written agreement at Closing containing not impair the commitment lien of Seller to use commercially reasonable efforts to remedy the Title Defect following Closing on terms insured mortgage; and (iii) be issued by companies and in form and substance satisfactory to Purchaser Lender in its reasonable sole discretion. At Borrower shall be responsible for the Closing, each Party will deliver such reasonable affidavits payment of all costs and other customary closing documents as are required by expenses of the foregoing Inventory Title Company in order to issue Title Policies or to delete or insure over any Title Defects, provided that such affidavits do not expand or limit the special or limited warranties of Seller contemplated in the applicable deed described in Section 7.15(b)Policy and/or Endorsement.