Title Insurance; Survey. Buyer may obtain, at its sole option and expense, and The Company shall grant Buyer access (subject to the terms of any lease or consent of any lessor of the Leased Real Property) to obtain (a) commitments for owner’s and lender’s title insurance policies on the Owned Real Property and commitments for leasehold and lender’s title insurance policies for all Leased Real Property (collectively the “Title Commitments”), (b) an ALTA survey on each parcel of Real Property (the “Surveys”), and (c) a Preliminary Zoning Report on the Owned Real Property (“PZR”); provided, however, that the Company shall provide Buyer with the most recent (if any) Title Commitments, Surveys and PZRs in their possession and control. The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring good, marketable and indefeasible fee simple title to each parcel of the Owned Real Property contemplated above for such amount as Buyer directs. Sellers shall reasonably cooperate with Buyer in obtaining such Title Commitments and Surveys (including by providing a customary seller’s affidavit and gap indemnity for each Owned Real Property to Buyer’s title company solely to the extent consistent with this Agreement), provided that Sellers shall not be required to incur any cost, expense or additional liability in connection therewith. If the Title Commitments or Surveys reveal any Lien on the title, other than Permitted Liens, Buyer may notify the Stockholder Representative in writing of such objectionable matter as soon as Buyer determines that such matter is not a Permitted Lien and in any event no later than fifteen (15) Business Days prior to the anticipated Closing Date, and the Company shall use commercially reasonable efforts to remove such objectionable matter as required pursuant to the terms of this Agreement. In the event the Title Company amends or updates the Title Commitments based on such objectionable matters, Buyer may furnish to the Stockholder Representative a written statement of any objections to any matter first raised in the updated Title Commitments, other than Permitted Liens, and the Company shall use commercially reasonable efforts to remove such objectionable matter. Notwithstanding the foregoing, it is expressly understood and agreed that the Company’s and Sellers’ obligations pursuant to this Section 6.11 are not conditions to Closing and any failure by the Company to remove any such objectionable matter shall not delay the Closi...
Title Insurance; Survey. (i) The Borrower shall have delivered to the Administrative Agent a Title Policy which has been reissued by the Title Insurer (the “Reissued Title Policy”) and such Reissued Title Policy (a) insures the continuing first priority of the Mortgage (subject only to (A) Permitted Priority Liens and (B) other Permitted Liens to the extent junior to the Liens granted for the benefit of the Secured Parties pursuant thereto) and otherwise in form and substance reasonably satisfactory to Administrative Agent, (b) is issued as of the Term Conversion Date, (c) contains only the coverage exceptions set forth in the Title Policy as of the Closing Date or that are otherwise approved by the Administrative Agent (provided, that any mechanics’ and materialmen’s exceptions included in the Title Policy shall be deleted in the Reissued Title Policy), (d) provides that the ALTA 32 endorsement to the Title Policy is of no further force or effect and (e) is in an amount equal to the Title Policy Amount.
Title Insurance; Survey. Within thirty (30) days of the Acceptance Date, Seller, at Xxxxx’s sole cost, shall deliver a written commitment of First American Title or another title insurance company selected by Buyer (the "Title Company") to issue to Buyer a current ALTA Form owner's policy of title insurance with respect to the Property in an amount determined by Buyer (the "Title Commitment"). Buyer shall have the right to obtain, at Xxxxx’s sole cost, a new or updated survey, in a form determined by Xxxxx (the "Survey"). Seller's special warranty of title set forth in the deed and Xxxxxx's other representations and warranties, if any, with respect to the Property shall be subject to all exceptions set forth elsewhere in this Agreement and all matters disclosed on the Title Commitment or Survey including, without limitation, all easements, covenants, conditions, restrictions, requirements, standard exceptions and special exceptions, except for monetary liens which will be paid out of Closing. If the Title Commitment or Survey discloses any matters unacceptable to Buyer, in Xxxxx's sole discretion, (the "Title Defects"), Buyer shall notify Seller of such Title Defects no later than ninety (90) days before the Contingency Date. If Seller fails to correct the Title Defects to Xxxxx's satisfaction in advance of the Contingency Date, Buyer may (a) terminate this Agreement upon written notice to Seller and all Xxxxxxx Money shall be returned to Buyer, or (b) waive Buyer's objection to such Title Defects and take title subject to the same. Any title exceptions contained on the Title Commitment and not objected to by Xxxxx in accordance with this Section 5, or a title exception that shall be objected to initially, but such objection thereto is later waived or acquiesced to by Xxxxx, shall be deemed a "Permitted Exception" hereunder.
Title Insurance; Survey. At Closing, the Title Company shall issue to Buyer, at Buyer’s sole cost and expense, an ALTA 10-17-92 Owner’s Form of title insurance policy with New York standard endorsement substantially in the form of the Summit Pro Forma (the “Owner’s Title Policy”), in the amount of the Purchase Price, insuring Buyer’s fee title interest in the Real Property subject only to the Permitted Exceptions. Buyer shall be entitled to request that the Title Company provide, at Buyer’s sole cost and expense, such endorsements (or amendments) to the Owner’s Title Policy as Buyer may reasonably require, provided that (a) such endorsements (or amendments) shall be at no cost to Seller, (b) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the transaction contemplated by this Agreement (the “Transaction”) without reduction of or set off against the Purchase Price, (c) such endorsements (or amendments) are customarily provided by the Title Company in similar Transactions, and (d) the Closing shall not be delayed as a result of Buyer’s request. Buyer shall be required to pay all costs incurred in connection with any update or modification of the Survey requested by Buyer.
Title Insurance; Survey. Borrower shall have provided to the Administrative Agent (a) in connection with all real property included in the Collateral in which Borrower has a fee interest, (i) a mortgagees' title insurance policy (Standard Texas Mortgagees Policy Form with respect to real property located in the state of Texas, and Standard ALTA form with respect to real property located in states other than Texas) ("TITLE POLICY") from an insurer acceptable to the Administrative Agent ("TITLE INSURER") insuring the lien in favor of the Administrative Agent, on behalf of the Syndication Parties, as a first priority lien on each such parcel of real property, subject only to Permitted Encumbrances, and (A) in such amount as the Administrative Agent shall require, (B) deleting the standard printed exceptions (including exceptions for mechanics liens and, with respect to those properties for which a survey is to be provided as set forth on EXHIBIT 9.1.5 attached hereto, exceptions based on lack of adequate survey) and the gap exception, (C) containing only such exceptions to title as are reasonably acceptable to the Administrative Agent, (D) providing access coverage, and (E) containing such other endorsements as the Administrative Agent may reasonably require (but in any event including the following endorsements: revolving credit), and (ii) surveys on the properties described on EXHIBIT 9.1.5 attached hereto, which surveys, the certifications thereon, and all information contained therein, shall be acceptable to the Administrative Agent, and shall contain a legal description and, except as specifically provided otherwise on EXHIBIT 9.1.5, shall, at a minimum, show the location of all structures, visible utilities, fences, xxxxxx, or walls on the parcel and within 5 feet of all boundaries thereof, any conflicting boundary evidence or visible encroachments, and all easements, underground utilities, and tunnels for which properly recorded evidence is available; and (b) in connection with any lease where Borrower is a lessee of an interest in real property included in the Collateral and calling for a rental payment equal to or in excess of $100,000.00 per annum, a Title Policy and a leasehold assignment and lessor consent in form and content satisfactory to the Administrative Agent and containing such estoppels of lessor as the Administrative Agent shall specify.
Title Insurance; Survey. The Security Agent shall have received (i) a policy of title insurance issued by the Title Company, in form and substance satisfactory to the Co-Agents and the Institutions, with such endorsements and affirmative coverage as they may reasonably request, and with such reinsurance (with direct access provisions) as they may reasonably request, (A) insuring the Security Agent and the Lenders in the amount of $445,000,000 (subject to a pending disbursement clause) that the Project Mortgage constitutes a valid first mortgage lien of record on the Site and the Easements, subject only to such exceptions to title as shall have been approved by the Co-Agents and the Institutions, and (B) providing coverage against all mechanics' and materialmen's liens existing on the date of each Extension of Credit; and (ii) a survey of the Site and the Easements by a licensed surveyor satisfactory to the Co-Agents and the Institutions and the Title Company, certified to the Security Agent and the Title Company pursuant to a certification satisfactory to the Co-Agents and the Institutions, showing no state of facts unsatisfactory to the Co-Agents, the Institutions or the Title Company. The Co-Agents and the Institutions shall also have received evidence that the premium in respect of such policy has been paid.
Title Insurance; Survey. Purchaser and Seller shall work together to, as soon as practicable and, in any event, no later than ten (10) days prior to Closing, obtain the following items with respect to the Purchased Real Property:
Title Insurance; Survey i. A commitment for an Owner’s Policy of Title Insurance for the Property (“Title Commitment”), issued by Attorneys’ Title Insurance Fund, Inc., (“Title Company”), which shall be dated down as of a date not more than thirty (30) days prior to the anticipated date of the delivery and recording of a Deed with respect to the Property, with copies of all documents referenced in Schedule B to such Title Commitment. The Title Commitment shall commit to the issuance of a policy insuring fee simple ownership in the Property as of the date of the recording of the applicable Deed, with extended coverage over all general exceptions and with affirmative coverage over exclusions relating to creditors’ rights, subject only to the Permitted Exceptions, and containing endorsements reasonably required by Developer and agreed to by City (“Title Policy”). The Title Policy shall be in an amount selected by the Developer not to exceed the anticipated cost of the Project. The Developer shall bear all costs and charges in connection with the issuance of the Title Policy, the costs of recording this Agreement and any other release or conveyance documents necessary to convey fee simple title to Developer as provided herein. Developer shall additionally bear all costs and charges in connection with recordation of the deed and any security documents for any mortgage financing it obtains.
Title Insurance; Survey. Purchaser shall have received (a) a title insurance policy with respect to the Mortgaged Properties in the form of the American Land Title Association Loan Policy (10/17/92) issued by a title underwriter acceptable to Purchaser, issued by a title underwriter acceptable to Purchaser, and containing affirmative coverages and reinsurance arrangements and agreements satisfactory in form and substance to Purchaser and Special Counsel, insuring in the amount of $50,000,000, Purchaser's interest under the Security Documents as the holder of a valid first lien of record on the Mortgaged Properties or, in the case of leased properties, a valid first Lien on the Borrower's leasehold interest, subject only to the Permitted Exceptions, containing no exception as to creditors' rights, and containing affirmative zoning endorsements, affirmative coverage as to claims and liens of mechanics and materialmen, affirmative endorsements as to claims relating to the environmental conditions of the Mortgaged Properties, and such other affirmative conditions and coverages as are available and as Purchaser may request, all satisfactory in substance and form to Purchaser and Special Counsel; (b) reports of Uniform Commercial Code searches in the Uniform Commercial Code central filing offices of the Secretary of State of Arkansas issued by the State of Arkansas, and such other evidence concerning Uniform Commercial Code filings as is requested by Purchasers, in each case reasonably satisfactory in form and substance to Purchasers and Special Counsel; (c) a report of a tax and judgment lien search in the recording district of each county or similar jurisdiction where the Mortgaged Properties are located, satisfactory in form and substance to Purchasers and Special Counsel; and (d) surveys of each part of the Mortgaged Properties and surveyors' certifications as Purchaser shall approve.
Title Insurance; Survey. The Title Company shall have issued to Genesis an ALTA owner's title insurance policy effective as of the date of the Closing or an unconditional commitment therefor insuring fee simple title to the Property to be vested in Genesis in an amount at least equal to the Consideration hereunder, subject to no exceptions other than (a) the Assumed Loan Documents (or if appropriate, a lease or sublease with GHV of WB or an Affiliate of Genesis), (b) those easements, reservations and restrictions (but specifically excluding any monetary liens and/or encumbrances other than liens and encumbrances pursuant to the Assumed Loan Documents) existing as of March 27, 1998, (c) those survey matters existing as of March 27, 1998, and (d) the Permitted Exceptions. Title shall otherwise be in a form acceptable to Genesis in its sole and absolute discretion. In addition, Genesis shall have received, at its sole discretion, an ALTA survey of the Property, showing no encroachments on the Property or from the Property onto an adjacent property, or any other condition that may adversely affect the title thereto or the value thereof, in Genesis's sole discretion, except as described above in this section
