Common use of Title Insurance, Surveys and Environmental Assessments Clause in Contracts

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, will obtain with respect to each parcel of Leased Real Property (i) a leasehold owner's policy issued by a title insurer reasonably satisfactory to Seller, in an amount equal to the fair market value of such Leased Real Property (including all improvements thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property in the Buyer as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of record, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer or its lender may reasonably request; (ii) a current "as built" survey (each, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with current ALTA Minimum Standard Detail Requirements, shall be certified to Buyer and its lender and sufficient for the title insurer's deletion of the standard exceptions relating to survey matters, and shall not disclose any matters which would materially impair Buyer's ability to use any of the surveyed Leased Real Property in the operation of the Station in the manner in which it is now used; and (iii) a Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller which does not indicate that Seller or the Lease Real Property are not in compliance with any Environmental Law and which does not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause the environmental consultant or engineer to deliver a copy of the environmental report(s) to Seller at the same time as such report(s) are delivered to Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

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Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Buyers will obtain with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Sellers, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or their lender reasonably request, (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 may reasonably request; , (iiiii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Sellers which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause the environmental consultant or engineer to deliver a copy of the environmental report(s) to Seller at the same time as such report(s) are delivered to Buyer.true

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Buyers will obtain with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Sellers, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or their lender reasonably request, (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 may reasonably request; , (iiiii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Sellers which does not indicate that Seller or the Lease Sellers and the Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers will pay the costs of these Surveys and environmental consultant or engineer to deliver a copy assessments, and the Buyers and Sellers will each pay one-half the cost of obtaining title insurance, and the environmental report(s) to Seller at cost of revenue stamps for recording the same time as such report(s) are delivered to Buyerdeed.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Buyers will obtain (i) with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Sellers, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed preprinted exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or their lender reasonably request, (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 may reasonably request; , (iiiii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Sellers which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers will pay the costs of these title policies, Surveys and environmental consultant or engineer to deliver a copy of the environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassessments.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, will The Seller shall obtain with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Buyer, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or its their lender may reasonably request; requests, (ii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyer and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iii) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Buyers which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers and the environmental consultant or engineer to deliver a copy Seller will each pay one-half (1/2) of the costs of these title policies, Surveys and environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassessments.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Seller will obtain with respect to each parcel of Leased Real Property real estate that the Seller leases, (i) a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Buyer, in an amount equal to the fair market value of such Leased Real Property real property (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property real property in the Buyer as of the Closing subject only to the lien for taxes title exceptions which do not yet due impair the current use, occupancy or value or the marketability of title of the property and payable for are disclosed in Section 2(i) of the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordDisclosure Schedule, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyer or its lender may reasonably request; requests, (ii) a current "as built" survey of the real property certified to the Buyer, 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 (each, a the "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with current ALTA Minimum Standard Detail Requirements, shall be certified to Buyer and its lender and sufficient for the title insurer's deletion of the standard exceptions relating to survey matters, and ) which shall not disclose any matters survey defect or encroachment from or onto the real property which would materially impair Buyer's ability has not been cured or insured over prior to use any of the surveyed Leased Real Property in the operation of the Station in the manner in which it is now usedClosing; and (iii) a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Buyer which does not indicate that Seller or the Lease Real Property are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. The Buyer shall cause and the environmental consultant or engineer to deliver a copy Seller will each pay one-half (1/2) of the costs of these title policies, surveys and environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassessments.

Appears in 2 contracts

Samples: Program Service and Time Brokerage Agreement (Cumulus Media Inc), Program Service and Time Brokerage Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Buyers will obtain with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Sellers, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or their lender reasonably request, (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 may reasonably request; , (iiiii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Sellers which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers and the environmental consultant or engineer to deliver a copy Seller will each pay one-half (1/2) of the costs of these title policies, Surveys and environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassessments.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, will obtain with respect to each parcel of Leased Real Property Such Purchaser shall have received (i) a leasehold owner's policy issued by a fully paid American Land Title Association Lender’s Extended Coverage title insurer reasonably satisfactory to Sellerinsurance policies or binder therefore (the “Mortgage Policies”), with endorsements and in an amount equal amounts acceptable to the fair market value Required Holders, issued, coinsured and reinsured by title insurers acceptable to such Purchaser, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only those encumbrances specifically permitted under each respective Mortgage and other Liens permitted under the Transaction Documents, and providing for such Leased Real Property other affirmative insurance (including all improvements thereon), insuring over the standard pre-printed exceptions for mechanics’ and insuring leasehold title to such Leased Real Property in the Buyer as materialmen’s Liens and for zoning of the Closing subject only to the lien for taxes not yet due applicable property) and payable for the year of Closingsuch coinsurance and direct access reinsurance as such Purchaser may deem necessary or desirable, municipal and zoning ordinances, recorded utility easements and other easements of record, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer or its lender may reasonably request; (ii) a current "as built" survey Express Map form surveys, for which all necessary fees (eachwhere applicable) have been paid, a "Survey"). Each Survey and dated no more than 30 days before the day of closing, and which shall be prepared in form sufficient to delete any standard “survey exception” which would otherwise be contained in the related Mortgage Policy, certified to such Purchaser and the issuer of the Mortgage Policies in a manner satisfactory to such Purchaser by a land surveyor duly registered surveyorand licensed in the States in which the property described in such surveys is located and acceptable to such Purchaser, shall comply with current ALTA Minimum Standard Detail Requirementsshowing all buildings and other improvements, shall be certified any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to Buyer and its lender and sufficient for the title insurer's deletion of the standard exceptions relating to survey matterssuch property, and shall not disclose any matters which would materially impair Buyer's ability other defects, other than encroachments and other defects acceptable to use any of the surveyed Leased Real Property in the operation of the Station in the manner in which it is now used; and such Purchaser, (iii) a Phase I engineering, soils and other reports (including environmental site assessment audits and corresponding reliance letters) as to the properties described in the Mortgages, from an environmental consultant or engineer reasonably satisfactory professional firms acceptable to Seller which does not indicate such Purchaser, (iv) evidence of the insurance required by the terms of the Mortgages, and (v) evidence that Seller all other action that such Purchaser or the Lease Real Property are not Collateral Agent may deem necessary or desirable in compliance with any Environmental Law order to create valid first and which does not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination subsisting Liens on the site assessed. Buyer shall cause property described in the environmental consultant or engineer to deliver a copy of the environmental report(s) to Seller at the same time as such report(s) are delivered to BuyerMortgages has been taken.

Appears in 2 contracts

Samples: Note Purchase Agreement (Kapstone Paper & Packaging Corp), Note Purchase Agreement (Kapstone Paper & Packaging Corp)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Buyers will obtain with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Sellers, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or its their lender may reasonably request; , (ii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iii) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Sellers which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers and the environmental consultant or engineer to deliver a copy Seller will each pay one-half (1/2) of the costs of these title policies, Surveys and environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassessments.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Seller will obtain (i) with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Buyer, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions exceptions, except mechanics liens, and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of ClosingPermitted Real Estate Encumbrances, municipal and zoning ordinances, recorded utility easements and other easements of record, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer or its lender may reasonably request; (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 Buyer, 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, except mechanics liens, 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, (iii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyer and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Buyers which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers and the environmental consultant or engineer to deliver a copy Seller will each pay one-half (1/2) of the costs of these title policies (including costs for title searches, title premiums, abstracting and title examinations), Surveys and environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassessments.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Seller will obtain with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to the Seller, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or their lender reasonably request, (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 may reasonably request; , (iiiii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to the Seller which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers and Seller will each pay one-half (1/2) the costs of standard ALTA owner's title policies, Surveys, and environmental consultant or engineer to deliver a copy assessments; provided, the Buyers will pay the fees of the environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerany title endorsements.

Appears in 2 contracts

Samples: Escrow Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Seller will obtain with respect to each parcel of Leased Real Property real estate that the Seller leases, (i) a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Buyer, in an amount equal to the fair market value of such Leased Real Property real property (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property real property in the Buyer as of the Closing subject only to the lien for taxes title exceptions which do not yet due impair the current use, occupancy or value or the marketability of title of the property and payable for are disclosed in Section 2(i) of the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordDisclosure Schedule, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyer or its lender may reasonably requestrequests; (ii) a current "as built" survey of the real property certified to the Buyer, 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 (each, a the "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with current ALTA Minimum Standard Detail Requirements, shall be certified to Buyer and its lender and sufficient for the title insurer's deletion of the standard exceptions relating to survey matters, and ) which shall not disclose any matters survey defect or encroachment from or onto the real property which would materially impair Buyer's ability has not been cured or insured over prior to use any of the surveyed Leased Real Property in the operation of the Station in the manner in which it is now usedClosing; and (iii) a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Buyer which does not indicate that Seller or the Lease Real Property are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. The Buyer shall cause and the environmental consultant or engineer to deliver a copy Seller will each pay one-half (1/2) of the costs of these title policies, surveys and environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassessments.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Buyers will obtain (i) with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Sellers, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or their lender reasonably request, (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 may reasonably request; , (iiiii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Buyers which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers and the environmental consultant or engineer to deliver a copy Seller will each pay one-half (1/2) of the costs of these title policies, Surveys and environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassessments.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Seller will obtain (or will assist Buyers in obtaining) with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Buyer, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or its their lender may reasonably request; 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 Buyer, 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 their lender reasonably requests, (iii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyer and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Buyers which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers will pay the environmental consultant or engineer to deliver a copy costs of these title policies and Surveys, and Buyers and the Seller will each pay one-half (1/2) of the costs of these environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassessments.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Buyers will obtain (i) with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Sellers, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or their lender reasonably request, (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 may reasonably request; , (iiiii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller which the Sellers which, except as otherwise disclosed in Section 2(q) of the Disclosure Schedule, does not indicate that the Seller or and the Lease Real Property Estate are not in material compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause the environmental consultant or engineer to deliver a copy of the environmental report(s) to Seller at the same time as such report(s) are delivered to Buyer.site

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Sellers will obtain (i) with respect to each the parcel of Leased Real Property Estate used as the WXJY-FM transmitter site (i) "WXJY Site"), a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Buyers, in an amount equal to the fair market value of such Leased Real Property Estate (including all Seller-owned improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or its their lender may reasonably request; requests, (ii) a current "as built" survey (eachwith respect to each parcel of Owned Real Estate, a "Survey"). Each Survey shall be prepared an owner's policy of title insurance by a registered surveyortitle insurer reasonably satisfactory to the Buyers, shall comply with current ALTA Minimum Standard Detail Requirementsin an amount equal to the fair market value of such Real Estate (including all improvements located thereon), shall insuring over the standard pre-printed exceptions and insuring title to the Owned Real Estate to be certified to Buyer and its lender and sufficient for vested in the title insurer's deletion Buyers as of the standard exceptions relating to survey mattersClosing free and clear of all liens and encumbrances except Permitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and shall not disclose any matters which would materially impair Buyer's ability to use any of extended coverage as the surveyed Leased Real Property in Buyers or the operation of the Station in the manner in which it is now used; Buyers' lender reasonably requests, and (iii) a current survey of each parcel of the WXJY Site and Owned Real Estate certified to the Buyers and the Buyers' 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 WXJY Site or Owned Real Estate which has not been cured or insured over prior to the Closing; and (iv) with respect to the WXJY site, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Buyers which does not indicate that Seller or the Lease Sellers and the Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers and the environmental consultant or engineer to deliver a copy Sellers will each pay one-half (1/2) of the costs of these title policies, Surveys and environmental report(s) to Seller at the same time as such report(s) are assessments. The Sellers have delivered to Buyerthe Buyers a Phase I Environmental Site Assessment prepared by Southeastern Environmental, Inc. and dated December 9, 1996, pertaining to both parcels of Owned Real Estate. The Sellers have taken no action and, to Sellers' Knowledge, no circumstance or event has arisen that would render that Phase I Environmental Site Assessment no longer accurate.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Buyers will obtain with respect to each parcel of Leased Real Property Estate subject to the Leases (i) within forty-five (45) days of the date of execution of this Agreement, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Sellers, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or its their lender may reasonably request; request (provided, however, that if Buyers fail to provide Sellers written notice within the 45-day period that the survey is not acceptable, such requirement shall be considered waived and such a survey shall not be a condition of Buyers' closing under Section 5(a) below), (ii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iii) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Sellers which does not indicate that Seller or the Lease Sellers and the Real Property Estate are not in material compliance with any Environmental Law and which does shall not disclose or recommend any material action with respect to any condition to be remediated or investigated or any contamination on the site assessed; provided, however, that (a) such a Phase I assessment shall not be required and shall not be a condition of Buyers' closing under Section 5(a) above unless specifically required by Buyers' lender, and (b) in the event that such assessments indicate that the Real Estate or any portion thereof is not in material compliance with any Environmental Law, Sellers shall be obligated to remedy the violations identified if the aggregate cost of such actions would not exceed Seventy-Five Thousand Dollars ($75,000). Buyer shall cause The Buyers will pay the costs of these title policies, Surveys and environmental consultant or engineer to deliver a copy of the environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassessments.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

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Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Buyers will obtain with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Sellers, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or their lender reasonably request, (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 may reasonably request; , (iiiii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Owned Real Estate (but not parcels of leased Real Estate except to the extent reasonably required by Buyers' lender), a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Buyers which does not indicate that Seller or the Lease Sellers and the Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause the environmental consultant or engineer to deliver a copy of the environmental report(s) to Seller at the same time as such report(s) are delivered to Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Seller will obtain with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Buyer, in an amount equal to the fair market value One Hundred Thousand ($100,000) for each parcel of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or their 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 Buyer, 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 Buyer or its lender may reasonably request; requests, (iiiii) if Buyer's lender so requires, a current "as built" survey (eachof each parcel of Real Estate certified to the Buyer and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, if Buyer's lender so requires, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Buyers which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers and the environmental consultant or engineer to deliver a copy Seller will pay one-half (1/2) of the costs of the title policies, and Seller will pay the cost of the Surveys and environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassessments should they be required.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Seller will obtain with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Buyer, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or their 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 Buyer, 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 Buyer or its lender may reasonably request; requests, (iiiii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyer and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Buyers which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause the environmental consultant or engineer to deliver a copy of the environmental report(s) to Seller at the same time as such report(s) are delivered to Buyer.site

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Seller will obtain (i) with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Buyer, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as the Buyers or their 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 Buyer, 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 Buyer or its lender may reasonably request; requests, (iiiii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyer and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Buyers which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers will pay the costs of these title policies, Surveys and environmental assessments. With respect to the Phase I environmental site assessments, Seller agrees to take any remedial action necessary to remedy any environmental defects disclosed in the assessments, or to undertake such further testing as may be indicated, at an expense of up to a maximum of Fifty Thousand Dollars ($50,000.00) in the aggregate. If the cost to remedy the environmental consultant defects, or engineer to deliver a copy conduct further testing, exceeds Fifty Thousand Dollars ($50,000.00), Seller will have the right to terminate this Agreement unless Buyer agrees to assume responsibility for expenses in excess of the environmental report(s) to Seller at the same time as such report(s) are delivered to Buyer$50,000.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Sellers will obtain with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Buyers, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or its their lender may reasonably request; (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 request; (iii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Sellers which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer Buyers will be responsible for the cost of such title insurance policies, and Seller and Buyers shall cause the environmental consultant or engineer to deliver a copy each bear one-half of the cost of such surveys and environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassessments.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Buyers will obtain (i) with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Sellers, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or their lender reasonably request, (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 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 may reasonably request; , (iiiii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Sellers which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers will pay the costs of these title policies, Surveys and environmental consultant or engineer to deliver a copy of the environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassessments.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Buyers will obtain (i) with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Sellers, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or their lender reasonably request, (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 may reasonably request; , (iiiii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Sellers which does not indicate that Seller or the Lease Sellers and the Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers will pay the costs of these title policies, Surveys, and environmental consultant or engineer to deliver a copy of the environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassessments.

Appears in 1 contract

Samples: Escrow Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Seller will obtain with respect to each parcel of Leased Real Property Estate subject to the Leases, (i) a leasehold ownerOwner's policy issued by a title insurer reasonably satisfactory to the Seller, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or their lender reasonably request, (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 may reasonably request; , (iiiii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to the Seller which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers will pay the costs of these title policies, Surveys, and environmental consultant or engineer to deliver a copy of the environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassesments.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Buyers will obtain (i) with respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to the Seller, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or their lender reasonably request, (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 may reasonably request; , (iiiii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to the Seller which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated remedied or investigated or any contamination on the site assessed. Buyer shall cause the environmental consultant or engineer to deliver a copy of the environmental report(s) to Seller at the same time as such report(s) are delivered to Buyer.site

Appears in 1 contract

Samples: Asset Purchase Agreement (Cumulus Media Inc)

Title Insurance, Surveys and Environmental Assessments. Buyer, at its own expense, The Buyers will obtain with (i) respect to each parcel of Leased Real Property (i) Estate subject to the Leases, a leasehold owner's policy issued by a title insurer reasonably satisfactory to Sellerthe Sellers, in an amount equal to the fair market value of such Leased Real Property Estate (including all improvements located thereon), insuring over the standard pre-printed exceptions and insuring leasehold title to such Leased Real Property Estate in the Buyer Buyers as of the Closing subject only to the lien for taxes not yet due and payable for the year of Closing, municipal and zoning ordinances, recorded utility easements and other easements of recordPermitted Real Estate Encumbrances, together with such endorsements for zoning, contiguity, public access and extended coverage as Buyer the Buyers or their lender reasonably request, (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 may reasonably request; , (iiiii) a current "as built" survey (eachof each parcel of Real Estate certified to the Buyers and its lender, a "Survey"). Each Survey shall be prepared by a registered surveyor, shall comply with licensed surveyor and conforming to current ALTA Minimum Standard Detail RequirementsRequirements for Land Title Surveys, shall be certified to Buyer and its lender and sufficient for disclosing the title insurer's deletion location of the standard exceptions relating to survey mattersall 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 matters which would materially impair Buyer's ability to use survey defect or encroachment from or onto any of the surveyed Leased Real Property in Estate which has not been cured or insured over prior to the operation of the Station in the manner in which it is now usedClosing; and (iiiiv) with respect to each parcel of Real Estate, a current Phase I environmental site assessment from an environmental consultant or engineer reasonably satisfactory to Seller the Sellers which does not indicate that the Seller or and the Lease Real Property Estate are not in compliance with any Environmental Law and which does shall not disclose or recommend any action with respect to any condition to be remediated or investigated or any contamination on the site assessed. Buyer shall cause The Buyers and the environmental consultant or engineer to deliver a copy Seller will each pay one-half (l/2) of the costs of these title policies, Surveys and environmental report(s) to Seller at the same time as such report(s) are delivered to Buyerassessments.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cumulus Media Inc)

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