Common use of Title Matters Clause in Contracts

Title Matters. a. Seller shall convey, and Purchaser shall accept, such title to the Properties as is deliverable pursuant to the 363 Procedures Order and under 11 U.S.C. § 363. The Escrow b. Seller shall complete the following items related to title prior to or at close of escrow, thus removing related title Exceptions (the “Removed Exceptions) as a condition to closing: i. Obtain and record an order of the Court approving the sale that either (A) is final or (B) at the election of Seller, for which the appeal period has passed and no stay is in place (the “Final Sale Order”); ii. Cause to be paid at Closing with closing proceeds all prorated property taxes and assessments then currently due on the Properties; iii. Unless waived by Purchaser, cause all other liens listed for the Property on Exhibit A to the 363 Procedures Order to either (a) be paid at Closing with closing proceeds or (b) be removed by operation of provisions of the Final Sale Order, including pursuant to section 363(f) of the Bankruptcy Code. iv. Obtain corrective deeds, instruments, and affidavits from the following entities and individuals: Ingersoll Financial Midwest Land Trust, Kaja Holdings LLC, Kaja Holdings 2, LLC, Xxxx Investments III LLC, RVFM 1 Series LLC (aka RVFM 1 LLC), RVFM 4 Series LLC (aka RVFM 4 LLC), RVFM 8 Series LLC (aka RVFM 8 LLC), RVFM 9 Series LLC (aka RVFM 9 LLC), RVFM 11 Series LLC (aka RVFM 11 LLC), RVFRM 13 Series LLC (aka RVFM 13 LLC), RV Holdings One LLC, RV Holdings Two LLC, RV Holdings Three LLC (aka RV Holding Three LLC), RV Holdings 7 LLC, Minnowa LLC, MI Seven LLC, IN Seven LLC, OH Seven LLC, PA Seven LLC, ACM c. Other than those matters relating to title above, Purchaser accepts title to the Properties subject to any of the following that is not specifically a Removed Exception: i. Exceptions to title for any requirement, exception, or lien appearing on the Title Search Documents. ii. Any and all violations or notices of violations of law or municipal ordinances, orders or requirements noted or issued prior to, on or after the date of this Agreement. Purchaser acknowledges and accepts that Seller shall not be obligated to comply with or take any action or incur any expense in connection with any such violations. Seller shall not be required to take or bring any action or proceeding, other than obtaining an order of the Court approving the sale. iii. Any and all present and future zoning, building, environmental and other laws, statutes, ordinances, codes, rules, regulations, requirements, or executive mandates of all governmental authorities having jurisdiction with respect to the Properties, including, without limitation, landmark designations and all zoning variances and special exceptions, if any. iv. Possible encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting; sidewalk sheds, ledges, fences, coping walls (including retaining walls and yard walls), air conditioners, and the like, if any, on, under or above any street or highway, the Properties or any adjoining property. v. Any pending matter or suit initiated by local municipality or state in exercise of police power including but not limited to code enforcement violations and condemnation actions. vi. All covenants, restrictions and rights, and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across, and under the Properties. vii. Any matter appearing on the Title Search Documents relating to matters of title arising prior to 2016. viii. Any errors in legal description, missing filings with the state or municipality, pending or completed demolitions, foreclosures or sales by third parties occurring after November 7, 2017, or open or expired permits. ix. Any wild deeds appearing in the public records from a party not in title. d. If after reasonable efforts, Seller and Escrow Agent are unable to cause to be issued an owner’s title insurance policy for a Property that contains only Exceptions other than the Removed Exceptions or if Seller is unable to remove a Removed Exception, Purchaser may elect, as its sole remedy, to have the Property deleted from the Properties being sold and the Purchase Price shall be reduced by the Attributable Purchase Price.

Title Matters. a. Seller shall convey, and Purchaser shall accept, such title to the Properties as is deliverable pursuant to the 363 Procedures Order and under 11 U.S.C. § 363. The Escrow b. Seller shall complete the following items related to title prior to or at close of escrow, thus removing related title Exceptions (the “Removed Exceptions) as a condition to closing: i. Obtain and record an order of the Court approving the sale that either (A) is final or (B) at the election of Seller, for which the appeal period has passed and no stay is in place (the “Final Sale Order”); ii. Cause to be paid at Closing with closing proceeds all prorated property taxes and assessments then currently due on the Properties; iii. Unless waived by Purchaser, cause all other liens listed for the Property on Exhibit A to the 363 Procedures Order to either (a) be paid at Closing with closing proceeds or (b) be removed by operation of provisions of the Final Sale Order, including pursuant to section 363(f) of the Bankruptcy Code. iv. Obtain corrective deeds, instruments, and affidavits from the following entities and individuals: Ingersoll Financial Midwest Land Trust, Kaja Holdings LLC, Kaja Holdings 2, LLC, Xxxx Investments III LLC, RVFM 1 Series LLC (aka RVFM 1 LLC), RVFM 4 Series LLC (aka RVFM 4 LLC), RVFM 8 Series LLC (aka RVFM 8 LLC), RVFM 9 Series LLC (aka RVFM 9 LLC), RVFM 11 Series LLC (aka RVFM 11 LLC), RVFRM 13 Series LLC (aka RVFM 13 LLC), RV Holdings One LLC, RV Holdings Two LLC, RV Holdings Three LLC (aka RV Holding Three LLC), RV Holdings 7 LLC, Minnowa LLC, MI Seven LLC, IN Seven LLC, OH Seven LLC, PA Seven LLC, ACM c. Other than those matters relating to title above, Purchaser Xxxxxxxxx accepts title to the Properties subject to any of the following that is not specifically a Removed Exception: i. Exceptions to title for any requirement, exception, or lien appearing on the Title Search Documents. ii. Any and all violations or notices of violations of law or municipal ordinances, orders or requirements noted or issued prior to, on or after the date of this Agreement. Purchaser acknowledges and accepts that Seller shall not be obligated to comply with or take any action or incur any expense in connection with any such violations. Seller shall not be required to take or bring any action or proceeding, other than obtaining an order of the Court approving the sale. iii. Any and all present and future zoning, building, environmental and other laws, statutes, ordinances, codes, rules, regulations, requirements, or executive mandates of all governmental authorities having jurisdiction with respect to the Properties, including, without limitation, landmark designations and all zoning variances and special exceptions, if any. iv. Possible encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting; sidewalk sheds, ledges, fences, coping walls (including retaining walls and yard walls), air conditioners, and the like, if any, on, under or above any street or highway, the Properties or any adjoining property. v. Any pending matter or suit initiated by local municipality or state in exercise of police power including but not limited to code enforcement violations and condemnation actions. vi. All covenants, restrictions and rights, and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across, and under the Properties. vii. Any matter appearing on the Title Search Documents relating to matters of title arising prior to 2016. viii. Any errors in legal description, missing filings with the state or municipality, pending or completed demolitions, foreclosures or sales by third parties occurring after November 7, 2017, or open or expired permits. ix. Any wild deeds appearing in the public records from a party not in title. d. If after reasonable efforts, Seller and Escrow Agent are unable to cause to be issued an owner’s title insurance policy for a Property that contains only Exceptions other than the Removed Exceptions or if Seller is unable to remove a Removed Exception, Purchaser may elect, as its sole remedy, to have the Property deleted from the Properties being sold and the Purchase Price shall be reduced by the Attributable Purchase Price.

Title Matters. a. Seller shall conveyi. First American Title Insurance Company (Xx Xxxxx, and Purchaser shall accept, such title to the Properties as is deliverable pursuant to the 363 Procedures Order and under 11 U.S.C. § 363. The Escrow b. Seller shall complete the following items related to title prior to or at close of escrow, thus removing related title Exceptions Title Officer) (the “Removed ExceptionsTitle Company”) as a condition to closing: i. Obtain and record an order of the Court approving the sale that either (A) is final or (B) at the election of Seller, for which the appeal period has passed and no stay is in place issued Preliminary Report (the “Final Sale OrderTitle Report”); ii) dated as of November 13, 2009 (Order No. Cause 3374574 – Amended/Updated #3) covering the Land, together with copies of all exceptions referred to be paid at Closing with closing proceeds all prorated property taxes and assessments then currently due on the Properties; iii. Unless waived by Purchaser, cause all other liens listed for the Property on Exhibit A to the 363 Procedures Order to either (a) be paid at Closing with closing proceeds or (b) be removed by operation of provisions of the Final Sale Order, including pursuant to section 363(f) of the Bankruptcy Code. iv. Obtain corrective deeds, instruments, and affidavits from the following entities and individuals: Ingersoll Financial Midwest Land Trust, Kaja Holdings LLC, Kaja Holdings 2, LLC, Xxxx Investments III LLC, RVFM 1 Series LLC (aka RVFM 1 LLC), RVFM 4 Series LLC (aka RVFM 4 LLC), RVFM 8 Series LLC (aka RVFM 8 LLC), RVFM 9 Series LLC (aka RVFM 9 LLC), RVFM 11 Series LLC (aka RVFM 11 LLC), RVFRM 13 Series LLC (aka RVFM 13 LLC), RV Holdings One LLC, RV Holdings Two LLC, RV Holdings Three LLC (aka RV Holding Three LLC), RV Holdings 7 LLC, Minnowa LLC, MI Seven LLC, IN Seven LLC, OH Seven LLC, PA Seven LLC, ACM c. Other than those matters relating to title above, Purchaser accepts title to the Properties subject to any of the following that is not specifically a Removed Exception: i. Exceptions to title for any requirement, exception, or lien appearing on in the Title Search DocumentsReport. ii. Any The Property shall be sold and conveyed subject only to the following exceptions to title (collectively, the “Permitted Exceptions”): 1. those matters specifically set forth in Schedule B to the Title Report except for the following matters which Seller agrees to remove prior to the Close of Escrow: any and all violations monetary liens and encumbrances affecting the Property, any judgment or notices mechanics’ liens (excluding non-delinquent real property taxes, bonds and assessments), and Exception Nos. 70 (prior Profits Participation Agreement), 81 (Notice of violations Builder’s Election), 83 (Deed of law or municipal Trust), 84 (Right of First Refusal) and 86 (Seller’s satisfaction of Title Company’s requirements as to Seller’s organizational status); 2. all laws, ordinances, orders rules and regulations of the United States, the State of California, the County, the City or requirements noted any agency, department, commission, bureau or issued prior toinstrumentality of any of the foregoing having jurisdiction over the Property (each, on a “Governmental Authority”), as the same may now exist or after the date may be hereafter modified, supplemented or promulgated; and 3. all presently existing and future liens of real estate taxes or assessments, if any; provided that such items are not yet due and payable and are apportioned as provided in this Agreement. Purchaser acknowledges and accepts that Seller shall not be obligated to comply with or take any action or incur any expense in connection with any such violations. Seller shall not be required to take or bring any action or proceeding, other than obtaining an order of the Court approving the sale. iii. Any and all present and future zoning, building, environmental and other laws, statutes, ordinances, codes, rules, regulations, requirements, or executive mandates of all governmental authorities having jurisdiction with respect Seller shall provide to the Properties, including, without limitation, landmark designations Title Company such indemnities and/or other documents as may be required by the Title Company in order for the Title Company to delete from the Title Policy any exceptions for third-party rights of possession and all zoning variances and special exceptions, if any. ivto issue a mechanics’ lien endorsement. Possible encroachments and/or projections of stoop areas, roof cornices, window trims, vent pipes, cellar doors, steps, columns and column bases, flue pipes, signs, piers, lintels, window xxxxx, fire escapes, satellite dishes, protective netting; sidewalk sheds, ledges, fences, coping walls In the event Buyer requests any other endorsements to the Title Policy (including retaining walls and yard walls“Buyer Requested Title Endorsements”), air conditionersthe issuance of any such Buyer Requested Title Endorsements shall not be a condition to closing the transaction contemplated hereunder and in no event shall Seller be obligated to provide any indemnity or other document or undertake any obligation in order to cause the Title Company to issue the same; provided, however, that Seller will reasonably cooperate, at no cost or liability to Seller, with Buyer and the like, if any, on, under or above any street or highway, Title Company in connection with the Properties or any adjoining property. v. Any pending matter or suit initiated by local municipality or state in exercise issuance of police power including but not limited to code enforcement violations and condemnation actions. vi. All covenants, restrictions and rights, and all easements and agreements for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across, and under the Properties. vii. Any matter appearing on the Title Search Documents relating Policy and Buyer Requested Title Endorsements, as the case may be. Seller will also be obligated to matters of title arising remove prior to 2016the Close of Escrow any new or additional items arising after the Effective Date that were caused by Seller. viii. Any errors in legal description, missing filings with the state or municipality, pending or completed demolitions, foreclosures or sales by third parties occurring after November 7, 2017, or open or expired permits. ix. Any wild deeds appearing in the public records from a party not in title. d. If after reasonable efforts, Seller and Escrow Agent are unable to cause to be issued an owner’s title insurance policy for a Property that contains only Exceptions other than the Removed Exceptions or if Seller is unable to remove a Removed Exception, Purchaser may elect, as its sole remedy, to have the Property deleted from the Properties being sold and the Purchase Price shall be reduced by the Attributable Purchase Price.