Common use of Title Policy and Survey Clause in Contracts

Title Policy and Survey. Within thirty (30) days after the Effective Date, Seller, at its expense, shall furnish Purchaser with a preliminary binder of title insurance ("Title Commitments") from Lawyers Title Insurance Corporation and/or its authorized agents (the "Title Company") agreeing to insure title to each Facility in the name of Purchaser in the full amount of the Purchase Price allocated to the Land and Facilities as set forth in Schedule 2.1.1. Such preliminary title insurance binders shall be issued in the most recently approved ALTA form without exception, other than Permitted Exceptions. The acceptability of title to each of the Premises shall be determined by Purchaser, in its discretion, within the later to occur of: (i) twenty (20) days after receipt of both the Title Commitments and the Surveys, as hereinafter described, for the Premises, or (ii) the expiration of the Inspection Period. If any exceptions other than Permitted Exceptions are not cured by Seller within twenty (20) days after receipt of notice thereof from Purchaser, or thereafter waived by Purchaser, Purchaser may terminate this Agreement. In the event Purchaser does not elect to terminate this Agreement, Purchaser and Seller shall proceed with Closing, and the cost of curing title shall be offset against the Purchase Price. The Title Commitments shall be attached hereto as Schedule 5. At Closing, the Title Company shall issue Owner's Policies of Title Insurance to Purchaser insuring Purchaser's fees simple title to the each of the Premises free and clear of all matters other than the Permitted Exceptions and deleting all standard exceptions. In connection therewith, on or before Closing, Seller agrees to execute and deliver to the Title Company all necessary certificates and affidavits to delete standard exceptions. Promptly after the Effective Date, Seller shall deliver to Purchaser all survey, topographical and title information now in Seller's possession and shall procure, at Seller's expense, within thirty (30) days after the Effective Date, a current survey or recertification of the existing survey for each of the Premises meeting the minimum standard and detail requirements for currently approved ALTA Land Title Surveys and the requirements of the Title Company to delete the standard "survey exceptions" (the "Surveys"), and be paid by Seller.

Title Policy and Survey. Within thirty Purchaser shall have until the end of the Due Diligence Period to obtain, at Purchaser’s sole cost and expense, (30i) days after a commitment (the Effective Date“Title During the Due Diligence Period, SellerPurchaser, at its sole cost and expense, shall furnish Purchaser with a preliminary binder of title insurance ("Title Commitments") from Lawyers Title Insurance Corporation and/or its authorized agents (the "Title Company") agreeing use commercially reasonable efforts to insure title to each Facility in the name of Purchaser in the full amount of the Purchase Price allocated obtain and deliver to the Land Title Company and Facilities Seller a survey (“Survey”) prepared by a registered Florida surveyor, which shall show all improvements as set forth completed and in Schedule 2.1.1. Such preliminary title insurance binders shall be issued in the most recently approved ALTA form without exception, other than Permitted Exceptions. The acceptability of title to each of the Premises accordance with such standards as shall be determined by Purchaser. The Survey shall be certified to Purchaser, in its discretion, within the later to occur of: (i) twenty (20) days after receipt of both Seller and the Title Commitments Company and the Surveys, as hereinafter described, for the Premises, or (ii) shall be otherwise reasonably acceptable to Purchaser. Purchaser shall have until the expiration of the Inspection Period. If any exceptions Due Diligence Period to deliver to Seller written objections with respect to matters disclosed in the Title Commitment and Survey other than the Permitted Exceptions are not cured by Seller within twenty (20) days after receipt of notice thereof from Purchaser, or thereafter waived by Purchaser, Purchaser may terminate this AgreementExceptions. In the event Purchaser does not elect object to terminate any matters shown in the Title Commitment and Survey prior to the expiration of the Due Diligence Period, Purchaser shall be deemed to have waived such objections and same shall be deemed Permitted Exceptions for all purposes under this Agreement, . Such objections shall be specific and must state in reasonable detail what Purchaser finds objectionable and the changes Purchaser requires in order to satisfy it objections. Seller shall proceed with Closing, and have until the cost of curing title shall be offset against the Purchase Price. The Title Commitments shall be attached hereto as Schedule 5. At Closing, the Title Company shall issue Owner's Policies of Title Insurance Closing Date in which to Purchaser insuring Purchaser's fees simple title to the each of the Premises free and clear of all matters cure or remove such objections other than the Permitted Exceptions or to establish other arrangements that will satisfy Purchaser. The failure of Seller to cure or remove such objections following Seller’s good faith efforts shall not constitute a default by Seller hereunder. If Seller is not able to cure or remove such objections by the Closing Date, or Purchaser has not otherwise been satisfied as above-provided, Purchaser may terminate this Agreement by written notice to Seller on the Closing Date and deleting in such event the Xxxxxxx Money Deposit shall be immediately refunded to Purchaser and the parties released from all standard exceptionsother obligations under this Agreement, except for the obligations that expressly survive termination. In connection therewithIf Purchaser does not so terminate this Agreement, on or before Closingthen the conditions of title as set forth in the Title Commitment and Survey as modified by the foregoing procedures shall be deemed “Permitted Exceptions” for purposes of this Agreement. If Purchaser does not terminate this Agreement as above-provided, Seller agrees to execute and deliver Purchaser shall confirm in writing the Permitted Exceptions as finalized pursuant to the foregoing provisions. Any additional title exceptions which may arise between the effective date of the Title Company all necessary certificates Commitment and affidavits the Closing Date which are not Permitted Exceptions, shall not constitute “Permitted Exceptions” hereunder without the written agreement of both Seller and Purchaser. Seller’s failure to delete standard exceptions. Promptly remove any such additional conditions or exceptions arising after the Effective Date, Seller shall deliver to Purchaser all survey, topographical and title information now in Seller's possession and shall procure, at Seller's expense, within thirty (30) days after the Effective Date, a current survey or recertification effective date of the existing survey for each Title Commitment which are not Permitted Exceptions shall constitute a default by Seller hereunder. Notwithstanding the foregoing, subject to the provisions of Sections 6.2 and 6.5 below, the Title Policy must provide express coverage insuring that the Property is not subject to either (i) the Master Declaration (unless termination of the Premises meeting Master Declaration with respect to the minimum standard Terminated Property is waived by Purchaser), or (ii) any Unit Purchase Agreement. Seller and detail requirements for currently approved ALTA Land Title Surveys and the requirements of Seller’s Principals agree that they will cooperate with the Title Company to delete provide any indemnity as may be required by the standard "survey Title Company to provide such coverage. In the event that the Title Company cannot provide coverage without either of these exceptions" (, Seller and Seller’s Principals must provide Purchaser with an indemnification agreement, to be agreed upon during the "Surveys")Due Diligence Period, to indemnify Purchaser against any and be paid by Sellerall loss or damage due to the enforcement of either the Master Declaration or any Unit Purchase Agreement.

Title Policy and Survey. Within thirty (30) days after Purchaser shall have until the Effective Date, Sellerend of the Due Diligence Period to obtain, at its Purchaser’s sole cost and expense, shall furnish Purchaser with (i) a preliminary binder of title insurance commitment ("the “Title Commitments"Commitment”) from Lawyers for an ALTA Form B Owner’s Title Insurance Corporation and/or its authorized agents Policy (10-17-70 amended 10-17-84) for the Land, the Beach Easement, the Parking Easement and Covenant and Easement Agreement (the "“Title Company"Policy”) agreeing to insure title to each Facility in issued by the name of Purchaser Title Company in the full amount of the Purchase Price allocated covering title to the Land on or after the date hereof, showing Seller as owner of the Land, subject only to the Permitted Exceptions, and Facilities as set forth (ii) copies of all documents of record referenced in Schedule 2.1.1B, Section 2 of the Title Commitment. Such preliminary title insurance binders The Title Commitment shall commit to insure Purchaser’s fee interest in the Land together with the easement rights in the Beach Easement, the Parking Easement and the Covenant and Easement Agreement. Upon Closing, the Title Policy shall insure Purchaser’s fee interest in the Land, together with the easement rights in the Beach Easement, the Parking Easement and the Covenant and Easement Agreement. The Title Policy shall not include any of the general exceptions which shall be issued in the most recently approved ALTA form without exception, other than Permitted Exceptionsdeleted. The acceptability of title Title Policy shall include the following endorsements: (i) a contiguity endorsement insuring that all parcels comprising the Land, if necessary; (ii) a survey endorsement; (iii) a Florida Form 9 endorsement and (v) such other endorsements as Purchaser shall reasonably request. During the Due Diligence Period, Purchaser, at its sole cost and expense, shall use commercially reasonable efforts to each of obtain and deliver to the Premises Title Company and Seller a survey (“Survey”) prepared by a registered Florida surveyor, which shall show all improvements as completed and in accordance with such standards as shall be determined by Purchaser. The Survey shall be certified to Purchaser, in its discretion, within the later to occur of: (i) twenty (20) days after receipt of both Seller and the Title Commitments Company and the Surveys, as hereinafter described, for the Premises, or (ii) shall be otherwise reasonably acceptable to Purchaser. Purchaser shall have until the expiration of the Inspection Period. If any exceptions Due Diligence Period to deliver to Seller written objections with respect to matters disclosed in the Title Commitment and Survey other than the Permitted Exceptions are not cured by Seller within twenty (20) days after receipt of notice thereof from Purchaser, or thereafter waived by Purchaser, Purchaser may terminate this AgreementExceptions. In the event Purchaser does not elect object to terminate any matters shown in the Title Commitment and Survey prior to the expiration of the Due Diligence Period, Purchaser shall be deemed to have waived such objections and same shall be deemed Permitted Exceptions for all purposes under this Agreement, . Such objections shall be specific and must state in reasonable detail what Purchaser finds objectionable and the changes Purchaser requires in order to satisfy it objections. Seller shall proceed with Closing, and have until the cost of curing title shall be offset against the Purchase Price. The Title Commitments shall be attached hereto as Schedule 5. At Closing, the Title Company shall issue Owner's Policies of Title Insurance Closing Date in which to Purchaser insuring Purchaser's fees simple title to the each of the Premises free and clear of all matters cure or remove such objections other than the Permitted Exceptions or to establish other arrangements that will satisfy Purchaser. The failure of Seller to cure or remove such objections following Seller’s good faith efforts shall not constitute a default by Seller hereunder. If Seller is not able to cure or remove such objections by the Closing Date, or Purchaser has not otherwise been satisfied as above-provided, Purchaser may terminate this Agreement by written notice to Seller on the Closing Date and deleting in such event the Xxxxxxx Money Deposit shall be immediately refunded to Purchaser and the parties released from all standard exceptionsother obligations under this Agreement, except for the obligations that expressly survive termination. In connection therewithIf Purchaser does not so terminate this Agreement, on or before Closingthen the conditions of title as set forth in the Title Commitment and Survey as modified by the foregoing procedures shall be deemed “Permitted Exceptions” for purposes of this Agreement. If Purchaser does not terminate this Agreement as above-provided, Seller agrees to execute and deliver Purchaser shall confirm in writing the Permitted Exceptions as finalized pursuant to the foregoing provisions. Any additional title exceptions which may arise between the effective date of the Title Company all necessary certificates Commitment and affidavits the Closing Date which are not Permitted Exceptions, shall not constitute “Permitted Exceptions” hereunder without the written agreement of both Seller and Purchaser. Seller’s failure to delete standard exceptions. Promptly remove any such additional conditions or exceptions arising after the Effective Date, Seller shall deliver to Purchaser all survey, topographical and title information now in Seller's possession and shall procure, at Seller's expense, within thirty (30) days after the Effective Date, a current survey or recertification effective date of the existing survey for each Title Commitment which are not Permitted Exceptions shall constitute a default by Seller hereunder. Notwithstanding the foregoing, subject to the provisions of Sections 6.2 and 6.5 below, the Title Policy must provide express coverage insuring that the Property is not subject to either (i) the Master Declaration (unless termination of the Premises meeting Master Declaration with respect to the minimum standard Terminated Property is waived by Purchaser), or (ii) any Unit Purchase Agreement. Seller and detail requirements for currently approved ALTA Land Title Surveys and the requirements of Seller’s Principals agree that they will cooperate with the Title Company to delete provide any indemnity as may be required by the standard "survey Title Company to provide such coverage. In the event that the Title Company cannot provide coverage without either of these exceptions" (, Seller and Seller’s Principals must provide Purchaser with an indemnification agreement, to be agreed upon during the "Surveys")Due Diligence Period, to indemnify Purchaser against any and be paid by Sellerall loss or damage due to the enforcement of either the Master Declaration or any Unit Purchase Agreement.

Title Policy and Survey. Within thirty (30) days after the Effective Date, Seller, at its expense, shall furnish Purchaser with a preliminary binder of title insurance ("Title Commitments") from Lawyers Title Insurance Corporation Company and/or its authorized agents (the "Title Company") agreeing to insure title to each Facility in the name of Purchaser in the full amount of the Purchase Price allocated to the Land and Facilities as set forth in Schedule 2.1.1. Such preliminary title insurance binders shall be issued in the most recently approved ALTA form without exception, other than Permitted Exceptions. The acceptability of title to each of the Premises shall be determined by Purchaser, in its discretion, within the later to occur of: (i) twenty (20) days after receipt of both the Title Commitments Commitment and the Surveys, as survey hereinafter described, for the Premises, such Premises or (ii) the expiration of the Inspection Period. If any exceptions other than Permitted Exceptions are not cured by Seller within twenty (20) days after receipt of notice thereof from Purchaser, or thereafter waived by Purchaser, Purchaser may terminate this Agreement. In the event Purchaser does not elect to terminate this Agreement, Purchaser and Seller shall proceed with Closing, and the cost of curing title shall be offset against the Purchase Price. The Title Commitments shall be attached hereto as Schedule 5. At Closing, the Title Company shall issue Owner's Policies of Title Insurance to Purchaser insuring Purchaser's fees simple title to the each of the Premises free and clear of all matters other than the Permitted Exceptions and deleting all standard exceptions. In connection therewith, on or before Closing, Seller agrees to execute and deliver to the Title Company all necessary certificates and affidavits to delete standard exceptions. Promptly after the Effective Date, Seller shall deliver to Purchaser all survey, topographical and title information now in Seller's possession and shall procure, at Seller's expense, within thirty (30) days after the Effective Date, a current survey or recertification of the existing survey for each of the Premises meeting the minimum standard and detail requirements for currently approved ALTA Land Title Surveys and the requirements of the Title Company to delete the standard "survey exceptions" (the "Surveys"), and be paid by Seller.

Title Policy and Survey. Within thirty The matters in this section of the addendum are added to supersede any conflicting provisions in the Contract regarding deadlines for Buyer to object to survey or title matters. Seller shall be under no obligation to incur any costs whatsoever in connection with any title or survey matters that Buyer objects to. In the event Seller has been unable or is unwilling (30in Seller’s sole discretion) days after the Effective Dateto cure any such objections, Sellerthen, and in such event, Buyer may, at its expenseoption, either terminate this contract (whereupon the Exxxxxx Money, less any non-refundable amounts, shall furnish Purchaser with a preliminary binder of title insurance ("Title Commitments"be immediately returned to Buyer) from Lawyers Title Insurance Corporation and/or its authorized agents (or Buyer may waive any such objection and the "Title Company") agreeing to insure title to each Facility in the name of Purchaser in the full amount of the Purchase Price allocated to the Land and Facilities as set forth in Schedule 2.1.1. Such preliminary title insurance binders transaction contemplated hereby shall be issued in consummated as provided herein. In the most recently approved ALTA form without exceptionevent Seller has not yet satisfied each and every of Buyer’s stated title or survey objections within the 10 day period after the date Seller receives Buyer’s objections or at such earlier date as Seller may elect, other than Permitted Exceptions. The acceptability of title to each of the Premises Seller shall be determined by Purchaserentitled to notify Buyer in writing (“Seller’s Notice”) of any of Buyer’s title or survey objections which Seller is unable to, in its discretionor elects not to, within the later satisfy. Within three (3) days following Seller’s Notice, Buyer shall elect to occur of: either (i) twenty terminate the contract, whereupon Buyer shall be entitled to a full refund of the Exxxxxx Money (20) days after receipt of both the Title Commitments and the Surveys, as hereinafter described, for the Premisesless any amounts that have become non-refundable under any applicable indemnity provisions), or (ii) waive those title objections specified in the expiration of the Inspection Period. If any exceptions other than Permitted Exceptions are Seller’s Notice which Seller has not cured by Seller within twenty (20) days after receipt of notice thereof from Purchaser, or thereafter waived by Purchaser, Purchaser may terminate this Agreementsatisfied and proceed to Closing. In the event Purchaser does not Buyer elects to proceed to Closing (or is deemed to have so elected to proceed to Closing), all of Buyer’s objections to title and survey matters shall be deemed to waived and shall constitute permitted exceptions to the Property. In the event Buyer fails to elect to terminate this Agreement(i) or (ii) in writing within such three (3) day period, Purchaser and Seller shall proceed with Closingthen, and the cost of curing title in such event, Buyer shall be offset against the Purchase Pricedeemed to have elected (ii). The Title Commitments shall be attached hereto as Schedule 5. At Closing, the Title Company shall issue Owner's Policies of Title Insurance to Purchaser insuring Purchaser's fees simple title to the each of the Premises free and clear of all matters other than the Permitted Exceptions and deleting all standard exceptions. In connection therewith, on or before Closing, Seller agrees to execute and deliver to the Title Company all necessary certificates and affidavits to delete standard exceptions. Promptly after the Effective Date, Seller shall deliver to Purchaser all survey, topographical and title information now in Buyer’s Initials: /s/ BB Seller's possession and shall procure, at Seller's expense, within thirty (30) days after the Effective Date, a current survey or recertification of the existing survey for each of the Premises meeting the minimum standard and detail requirements for currently approved ALTA Land Title Surveys and the requirements of the Title Company to delete the standard "survey exceptions" (the "Surveys"), and be paid by Seller.’s Initials: /s/ GF 17 December 04 – 8000 Xxx Xxxxx Xxxx