Common use of Title Policy Clause in Contracts

Title Policy. (a) At the Close of Escrow, Xxxxx’s title to the Property shall be insured by an ALTA Owner’s Standard Policy of Title Insurance (including a mechanics’ lien endorsement) issued by the Title Company in the amount of the Purchase Price showing title to the Property vested in Buyer, subject only to the Approved Condition of Title (the “Title Policy”). The issuance by Title Company of the Title Policy in favor of Xxxxx insuring title to the Property to Buyer in the amount of the Purchase Price, subject only to the Approved Condition of Title shall be conclusive evidence that Seller has complied with any obligation, express or implied, to convey good and marketable title to the Property to Buyer. (b) Notwithstanding the above, Buyer may elect to obtain an ALTA Owner’s Extended Coverage Policy of Title Insurance on the following conditions: (i) Seller shall pay for the cost of the ALTA Standard coverage referenced in (a) above, (ii) Buyer shall pay for the additional cost of obtaining the ALTA Extended coverage, including any ALTA Survey (or, at Buyer’s election, the Title Policy may contain a survey exception); and (iii) the obtaining of the ALTA Extended coverage shall not delay the Closing Date. (c) Title Company’s commitment to issue the Title Policy (and no other policy) to Buyer shall be a condition to the Close of Escrow for the benefit of Buyer. Buyer’s decision to obtain any additional endorsements, policies or surveys (as the case may be), shall not be a condition to the Close of Escrow, and shall not be a basis for extending the Close of Escrow. Xxxxx and Xxxxxx each agree to deliver to Title Company such proof of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby as may be reasonably required by the other party or Title Company.

Title Policy. (a) At Conclusive evidence of delivery of title in accordance with the Close of Escrow, Xxxxx’s title to the Property foregoing shall be insured by an ALTA Owner’s Standard Policy the willingness of Title Insurance (including a mechanics’ lien endorsement) issued by the Title Company to issue or commit to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, in the amount of the Purchase Price Price, showing title to the Real Property vested of record in Buyer, subject only to the Approved Condition Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). The issuance by Title Company of the Title Policy in favor of Xxxxx insuring If Seller for any reason is unable to deliver title to the Real Property to Buyer in the amount of the Purchase Price, subject only to the Approved Condition Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be conclusive evidence to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that Seller has complied with expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any obligationaction for damages, express specific performance or implied, other relief as a result of Seller’s inability to convey good and marketable deliver title to the Real Property subject only to Buyer. (b) Notwithstanding the above, Buyer may elect to obtain an ALTA Owner’s Extended Coverage Policy Conditions of Title Insurance on or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the following conditionsright to commence an action for specific performance against Seller if: (i) at Closing Seller shall pay for fails to remove from title the cost of the ALTA Standard coverage referenced in (a) above, Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer shall pay (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the additional cost Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of obtaining the an ALTA Extended coverage, including any ALTA Survey (or, title policy shall be obtained by Buyer at Buyer’s election, the Title Policy may contain a survey exception); and (iii) the obtaining of the ALTA Extended coverage shall not delay the Closing Dateexpense. (c) Title Company’s commitment to issue the Title Policy (and no other policy) to Buyer shall be a condition to the Close of Escrow for the benefit of Buyer. Buyer’s decision to obtain any additional endorsements, policies or surveys (as the case may be), shall not be a condition to the Close of Escrow, and shall not be a basis for extending the Close of Escrow. Xxxxx and Xxxxxx each agree to deliver to Title Company such proof of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby as may be reasonably required by the other party or Title Company.

Title Policy. (a) At the Close of EscrowClosing, Xxxxx’s title to the Property shall be insured by an ALTA Owner’s Standard Policy of Title Insurance (including a mechanics’ lien endorsement) issued by the Title Company in the amount of the Purchase Price showing shall issue to Buyer or be irrevocably committed to issue to Buyer an extended coverage ALTA owner’s form title to the Property vested in Buyerpolicy or policies (collectively, subject only to the Approved Condition of Title (the “Title Policy”). The issuance by Title Company of the Title Policy in favor of Xxxxx insuring title to the Property to Buyer , in the amount of the Purchase Price, insuring that fee simple title to the Real Property is vested in Buyer subject only to the Approved Condition of Title Permitted Exceptions. Buyer shall be conclusive evidence entitled to request that Seller has complied with any obligation, express or implied, to convey good and marketable title the Title Company provide such endorsements (other than an extended coverage endorsement) to the Property to Buyer. Title Policy as Buyer may reasonably require, provided that (a) such endorsements shall be at no cost to, and shall impose no additional liability on, Seller, (b) Notwithstanding the aboveBuyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to obtain such endorsements, Buyer may elect shall nevertheless be obligated to obtain an ALTA Ownerproceed to close the transaction contemplated by this Agreement without reduction of or set off against the Purchase Price, and (c) the Closing shall not be delayed as a result of Buyer’s Extended Coverage Policy of Title Insurance on the following conditions: (i) request. Seller shall pay for have no obligation to provide any affidavits, personal undertakings or title indemnities to the cost Title Insurer respecting the issuance of the ALTA Standard coverage referenced in (a) above, (ii) Buyer shall pay for the additional cost of obtaining the ALTA Extended coverage, including any ALTA Survey (or, at Buyer’s election, the Title Policy may contain a survey exception); and (iii) the obtaining of the ALTA Extended coverage shall not delay the Closing Date. (c) Title Company’s commitment or any endorsements to issue the Title Policy Policy; provided, that Seller will provide the Title Insurer with a customary ALTA statement, personal undertaking or owner’s affidavit (and no other policy) to Buyer shall be a condition to the Close of Escrow for the benefit of Buyer. Buyercollectively, an “Owner’s decision to obtain any additional endorsements, policies or surveys (as the case may beAffidavit”), shall not be a condition in form and substance reasonably acceptable to the Close of Escrow, Seller and shall not be a basis for extending the Close of Escrow. Xxxxx and Xxxxxx each agree to deliver to Title Company containing such proof of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby statements as may be reasonably are customarily required by the other party or Title Company.Insurer, which will permit the Title Insurer to remove the standard parties in possession, “mechanics lien”, brokers’ lien and “GAP” exceptions. Seller shall also cause the Property Manager to deliver at Closing a customary form of property manager’s lien waiver. Agreement of Sale and Purchase

Title Policy. (a) At the Close of Escrow, Xxxxx’s title to the Property It shall be insured by an ALTA Owner’s Standard Policy of Title Insurance (including a mechanics’ lien endorsement) issued by condition precedent to Buyer's obligation to consummate the transactions contemplated herein that on the Closing Date, the Title Company shall issue (or irrevocably commit to issue) an owner's title insurance policy in the amount of the Purchase Price showing title to the Property vested in Buyer, subject only to the Approved Condition of Title standard ALTA form (the “Title "Owner's Policy”"). The issuance by Title Company of the Title Policy in favor of Xxxxx insuring title to the Property to Buyer , in the face amount of the Purchase Price, subject only to the Approved Condition of Title shall be conclusive evidence that Seller has complied with any obligation, express or implied, to convey good and marketable which Owner's Policy shows title to the Property to be vested of record in Buyer., and the following to be the only exceptions to title (the "Permitted Exceptions"): (a) The general printed exceptions which appear in the standard ALTA form owner's policy of title insurance issued by Title Company in the State of New Jersey; (b) Notwithstanding the above, Buyer may elect to obtain an ALTA Owner’s Extended Coverage Policy of Title Insurance on the following conditions: (i) Seller shall pay for the cost of the ALTA Standard coverage referenced in (a) above, (ii) Buyer shall pay for the additional cost of obtaining the ALTA Extended coverage, including any ALTA Survey (or, at Buyer’s election, the Title Policy may contain a survey exception)Real estate taxes and assessments not yet due and payable; and (iii) the obtaining of the ALTA Extended coverage shall not delay the Closing Date.and (c) Such exceptions to title or survey matters as may be approved or deemed approved by Buyer pursuant to the provisions of this Paragraph 4A. Seller hereby acknowledges that Buyer desires to obtain the Owner's Policy from Title Company and Other Title Company’s commitment , with Title Company and Other Title Company acting as co-insurers. In the event that Buyer elects to issue the Title Policy (and no other policy) to Buyer shall be a condition obtain co-insurance with respect to the Close of Escrow for the benefit of Buyer. Buyer’s decision Owner's Policy, Seller agrees to reasonably cooperate with Buyer to enable Buyer to obtain any additional endorsementssuch co- insurance; provided, policies or surveys (as the case may be)however, that Seller shall not be a condition required to satisfy any additional requirements of Other Title Company (or provide Other Title Company with any additional documentation; Seller's sole obligation with respect to Other Title Company being to provide Other Title Company with the Close same documentation that Seller is required to provide Title Company pursuant to this Paragraph 4A), it being the intention of Escrow, Buyer and Seller that Buyer (and not Seller) shall be responsible for satisfying any and all additional requirements of Other Title Company (and providing Other Title Company with any required additional documentation) and Seller shall not be a basis for extending the Close of Escrow. Xxxxx and Xxxxxx each agree have any obligation to deliver to correspond with Other Title Company in connection with the issuance of such proof of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby as may be reasonably required by the other party or Title Companyco-insurance.

Title Policy. On or before the Closing, Title Company shall have committed to issue to Buyer the Title Policy (a) At subject to payment of required premiums). As used herein, the Close of Escrow, Xxxxx’s title to the Property term "Title Policy" shall be insured by mean an ALTA extended coverage Owner’s Standard 's Policy of Title Insurance (including a mechanics’ lien endorsement) issued by the Title Company with liability in the amount of the Purchase Price Price, showing title to the Real Property vested in Buyer, subject only to the Approved Condition of Title following (collectively, the “"Permitted Exceptions"): (a) the preprinted standard exceptions in such Title Policy”), (b) exceptions approved or deemed approved by Buyer pursuant to Section 4.2 above, (c) the Leases and the rights of tenants thereunder, (d) non-delinquent real property taxes and special assessments, (e) any exceptions arising from Buyer's actions, (f) mechanic’s liens or potential mechanic's liens arising out of services, labor or materials furnished to the Property for which Xxxxx receives a credit at Closing, for which Buyer is expressly responsible for payment under the terms of this Agreement, or which arise from any services, labor or materials contracted for by any tenant at the Property and with respect to which any such tenant is responsible for payment under the terms of its Lease, and (g) any matters which would be disclosed by an accurate survey or physical inspection of the Property. The issuance by Notwithstanding the foregoing, if Buyer fails to provide an ALTA survey for the Real Property acceptable to the Title Company for purposes of issuing the Title Policy, then the Title Policy in favor to be issued on the Close of Xxxxx insuring title to the Property to Buyer in the amount of the Purchase Price, subject only to the Approved Condition of Title Escrow shall be conclusive evidence that Seller has complied with any obligation, express or implied, to convey good and marketable title to the Property to Buyer. (b) Notwithstanding the above, Buyer may elect to obtain an ALTA standard coverage Owner’s Extended Coverage 's Policy of Title Insurance on the following conditions: (i) Seller which shall pay for the cost of the ALTA Standard coverage referenced in (a) above, (ii) Buyer shall pay for the additional cost of obtaining the ALTA Extended coverage, including any ALTA Survey (or, at Buyer’s election, the Title Policy may contain include a general survey exception. Xxxxxx agrees to deliver an owner's affidavit at Closing in the form of Exhibit "L" (the "Title Affidavit"); and (iii) . Neither the obtaining of the ALTA Extended coverage shall not delay the Closing Date. (c) Title Company’s commitment to issue the Title Policy (and no other policy) to Buyer shall be a condition to Property Approval Period nor the Close of Escrow for the benefit of shall be extended due to Buyer. Buyer’s decision to obtain any additional endorsements, policies or surveys (as the case may be), shall not be a condition to the Close of Escrow, and shall not be a basis for extending the Close of Escrow. Xxxxx and Xxxxxx each agree to deliver to 's Title Company such proof of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby as may be reasonably required by the other party or Title CompanyPolicy requirements.

Title Policy. A commitment (athe "Title Commitment") At the Close for issuance of Escrow, Xxxxx’s title to the Property shall be insured by an ALTA Owner’s Standard Loan Policy of Title Insurance (including a mechanics’ lien endorsement) the "Title Policy"), issued by the Title Company to Lender, in the amount of $14,070,000 insuring the Purchase Price showing title Mortgage to be a valid first leasehold mortgage lien upon the Property vested interest of Borrower and Agency in Buyerthe Land and the Project and insuring the Lender's leasehold interest in the Lease by and between Borrower and Rensselaer Polytechnic Institute, which was assigned to Lender by the Borrower concerning the property located at Xxx 00X Xxxxxx Xxxx, Xxx XXX Xxxx Xxxx, Xxxx of North Greenbush, County of Rensselaer, State of New York , and a valid first lien upon any easement in favor of the Land or the Project that provides access thereto for ingress and egress and/or for utilities, with a pending disbursements clause, subject only to the Approved Condition of Title (the “Title Policy”)Permitted Exceptions, and with all so-called "standard" exceptions deleted. The issuance Title Commitment shall (i) affirmatively insure to the Lender that (A) no restrictions of record affecting the Land have been violated, and that such instruments contain no right of reverter or forfeiture, (B) the survey described in Section 5.1(b) is accurate and accurately depicts the same real estate as is covered by the Title Company Commitment, and (C) Lender is the holder of the Mortgage and that the Mortgage is the first lien against the Project; (ii) insure contiguity of the Land with, or access to, adjoining public rights of way; (iii) contain an ALTA Variable Rate Endorsement; and (iv) contain such other endorsements as Lender may require. If requested by Lender, appropriate provisions satisfactory to Lender for co-insurance and reinsurance, with direct access agreements acceptable in form and substance to Lender, shall also be obtained. Contemporaneously with delivery to Lender of the Title Policy in favor Commitment, Borrower shall also deliver to Lender copies of Xxxxx insuring title to all documents constituting the Property to Buyer in the amount of the Purchase Price, subject only to the Approved Condition of Title shall be conclusive evidence that Seller has complied with any obligation, express or implied, to convey good and marketable title to the Property to Buyer. (b) Notwithstanding the above, Buyer may elect to obtain an ALTA Owner’s Extended Coverage Policy of Title Insurance on the following conditions: (i) Seller shall pay for the cost of the ALTA Standard coverage referenced in (a) above, (ii) Buyer shall pay for the additional cost of obtaining the ALTA Extended coverage, including any ALTA Survey (or, at Buyer’s election, the Title Policy may contain a survey exception); and (iii) the obtaining of the ALTA Extended coverage shall not delay the Closing Date. (c) Title Company’s commitment to issue the Title Policy (and no other policy) to Buyer shall be a condition to the Close of Escrow for the benefit of BuyerPermitted Exceptions. Buyer’s decision to obtain any additional endorsements, policies or surveys (as the case may be), shall not be a condition to the Close of Escrow, and shall not be a basis for extending the Close of Escrow. Xxxxx and Xxxxxx each agree Borrower agrees to deliver to the Title Company, with a copy of each to Lender, such other documents as the Title Company such proof may require for the issuance of their respective authority the Title Commitment and authorization the issuance of draw down endorsements relating to enter into construction advances as provided in Article VI hereof, and in accordance with all requirements of this Agreement and consummate the transactions contemplated hereby as may be reasonably required by the other party or Title CompanyAgreement.

Title Policy. (a) At Closing, Seller shall deliver to Buyer a proforma commitment by the Close of Escrow, Xxxxx’s title Title Company to the Property shall be insured by issue to Buyer an ALTA Owner’s Standard Owner Policy of Title Insurance (including the “Title Policy”) in the full amount of the Purchase Price, dated as of the Closing Date, insuring Buyer’s fee simple title to each parcel of the Land to be good and indefeasible subject only to the Permitted Exceptions applicable to each such parcel together with a mechanics’ lien pro forma owner policy of title insurance with all endorsements attached and requested modifications shown. Each Title Policy may also contain the following exception but only if such Title Policy is endorsed with a T19.2 title endorsement) issued by : “All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records, whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed.” To the extent the Title Company is willing to issue the same, the Title Policy, at Buyer’s cost, shall contain all standard and applicable endorsements, including all applicable contiguity and T-19 (T-19.1 or T-19.2 at Buyer’s option) endorsements, and shall insure all appurtenant easements. The Title Policy shall also be subject to the standard printed exceptions contained in the base, standard Texas form of the Title Policy and shall be issued in the Texas standard form (Form T-1); provided, however: (a) the standard exception as to restrictive covenants shall either be deleted or except only for any restrictive covenants that are Permitted Exceptions; (b) the blank in the standard tax exception shall be completed with the year in which the Closing occurs; (c) subject to the willingness of the Title Company to do so and subject to Buyer’s payment of the premium therefor, the standard exception in Schedule B, item 2 shall be revised to read “shortages in area” only; (d) there shall be no exception for parties in possession; (e) there shall be no exception for visible or apparent easements or other matters that would be shown on a survey (although specific matters shown on the Survey of a Specific Property may be shown as an exception); and (f) the Title Policy will provide that Section 14 of the Conditions and Stipulations relating to arbitration has been deleted. If Buyer exercises the Separation Option (hereinafter defined), Buyer may request the Title Company to issue to each Break-Out Owner (hereinafter defined) a separate owner policy of title insurance, each such policy (each herein called a “Separate Policy”) to be subject to the Permitted Exceptions applicable to the Specific Property(ies) to be conveyed to such Break-Out Owner (and subject to the standard printed exceptions to the same extent as set forth above only) and in the amount set forth on Schedule 1. Furthermore, in all events Buyer shall be responsible for the Incremental Title Costs (hereinafter defined below) arising out of the exercise of the Separation Option. As used herein, the term “Incremental Title Costs” means the difference between the premium for a single owner policy of title insurance, in Texas standard form (and without any endorsements) in the amount of the Purchase Price showing title to and the Property vested in Buyer, subject only to the Approved Condition of Title (the “Title Policy”). The issuance by Title Company of the Title Policy in favor of Xxxxx insuring title to the Property to Buyer in the amount of the Purchase Price, subject only to the Approved Condition of Title shall be conclusive evidence that Seller has complied with any obligation, express or implied, to convey good and marketable title to the Property to Buyer. (b) Notwithstanding the above, Buyer may elect to obtain an ALTA Owner’s Extended Coverage Policy of Title Insurance on the following conditions: (i) Seller shall pay aggregate premiums for the cost of the ALTA Standard coverage referenced in (a) above, (ii) Buyer shall pay for the additional cost of obtaining the ALTA Extended coverage, including any ALTA Survey (or, at Buyer’s election, the Title Policy may contain a survey exception); and (iii) the obtaining of the ALTA Extended coverage shall not delay the Closing DateSeparate Policies. (c) Title Company’s commitment to issue the Title Policy (and no other policy) to Buyer shall be a condition to the Close of Escrow for the benefit of Buyer. Buyer’s decision to obtain any additional endorsements, policies or surveys (as the case may be), shall not be a condition to the Close of Escrow, and shall not be a basis for extending the Close of Escrow. Xxxxx and Xxxxxx each agree to deliver to Title Company such proof of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby as may be reasonably required by the other party or Title Company.

Title Policy. (a) At The consummation of the Close transactions contemplated hereby is subject to Buyer's being able to obtain an ALTA extended owner's policy of Escrowtitle insurance (Form B, Xxxxx’s Rev. 10-17-70) from a nationally recognized title insurance company licensed to do business in the State of Nevada chosen by Buyer in its sole discretion, with coinsurance and reinsurance satisfactory to Buyer in its sole discretion (the "Title Company") in an amount equal to the Property shall be insured by an ALTA Owner’s Standard Policy of Title Insurance (including a mechanics’ lien endorsement) issued by the Title Company in the amount portion of the Purchase Price showing allocable to the Premises, as determined by the parties in accordance with Section 2.3 (or, if the parties are unable to agree on such allocation by any applicable date of determination, an amount determined in good faith by Buyer to be equal to the portion of the Purchase Price allocable to the Premises), insuring that Buyer has fee title to the Property vested in Buyer, Premises (the "Title Policy") subject only to the Approved Condition of Permitted Title (the “Title Policy”). The issuance by Title Company of Exceptions, and including customary endorsements to the Title Policy in favor of Xxxxx insuring title to the Property to as requested by Buyer in the amount of the Purchase Priceits reasonable discretion. Buyer shall use its commercially reasonable efforts to obtain such title insurance as promptly as practicable, subject only to the Approved Condition of Title shall be conclusive evidence that Seller has complied with any obligation, express or implied, to convey good and marketable title to the Property to Buyerin no event later than Closing. (b) Notwithstanding Buyer shall be solely responsible for the abovefees and costs of the Title Company, Buyer may elect to obtain an ALTA Owner’s Extended Coverage Policy of Title Insurance on the following conditions: (i) Seller shall pay for the cost of the ALTA Standard coverage referenced in (a) above, (ii) Buyer shall pay premium for the additional cost of obtaining the ALTA Extended coverage, including any ALTA Survey (or, at Buyer’s election, the Title Policy may contain a survey exception); and (iii) the obtaining of the ALTA Extended coverage shall not delay the Closing Date. (c) Title Company’s commitment to issue the Title Policy (for Buyer and no other policyBuyer's lenders) and customary endorsements up to the coverage amount specified above and the cost of the surveys specified in this Section 6.13(b). Seller and Buyer shall be cooperate diligently to provide customary documents reasonably required by the Title Company as a condition to the Close issuance of Escrow for the benefit of BuyerTitle Policy. Buyer’s decision Seller shall order any surveys required to obtain any additional endorsementsthe Title Policy to be prepared and to be certified as having been prepared in accordance with "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys" jointly established and adopted by the ALTA and ACSM in 1999 and including all ALTA optional items except No. 1, policies or surveys (as the case may beNo. 4, No. 5, No. 7(a), Nos. 7(b)(2) and (3), No. 7(c), No. 11(x) xxx Xxx. 00 xxxxxxx 00. Xxx xxxh surveys shall not be include a condition certification as to whether any of the Close of Escrow, Premises is located in a floodplain or designated floodway and shall not be a basis for extending the Close of Escrow. Xxxxx and Xxxxxx each agree to deliver to Title Company such proof of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby information as may be required by the Title Company to issue extended coverage (consistent with all matters shown on the survey) over all general printed exceptions to title and such other certifications and items as are reasonably required by Buyer and any secured lender with respect to any of the other party or Title CompanyPremises.

Title Policy. Prior to closing, each Seller will obtain and deliver to Buyer commitments (athe “Title Commitments”) At issued by a title insurance company or companies acceptable to Buyer (the Close “Title Company”), accompanied by one copy of Escrowall recorded documents relating to or affecting such properties as set forth on schedule B of the Title Commitments, Xxxxx’s title to for the Property shall be insured by issuance of an ALTA Owner’s Standard Owners Policy of Title Insurance (including on a mechanics’ lien endorsement) issued by the Title Company in the amount of the Purchase Price showing title to the Property vested in Buyer, subject only to the Approved Condition of Title standard form (the “Title Policy”), covering the Owned Real Property. The issuance by Title Company Policy will be in an amount not to exceed the fair market value of the Owned Real Property, and each such Title Policy in favor of Xxxxx insuring will show fee simple title to the Property to Buyer in the amount of Buyer on the Purchase PriceClosing Date, subject only to the Approved Condition of Title shall be conclusive evidence that Seller has complied with any obligation, express or implied, to convey good and marketable title to the Property to Buyer. (b) Notwithstanding the above, Buyer may elect to obtain an ALTA Owner’s Extended Coverage Policy of Title Insurance on the following conditions: (i) Seller shall pay for the cost to current real estate Taxes not yet due and payable as of the ALTA Standard coverage referenced in (a) aboveClosing, (ii) Buyer shall pay for the additional cost standard printed exceptions included in the standard form of obtaining the ALTA Extended coverageowners title insurance policy, including any ALTA Survey (or, at Buyer’s election, the Title Policy may contain a survey exception); and (iii) such other covenants, conditions, easements, restrictions, encumbrances and exceptions to title as Buyer may approve in writing (collectively, the obtaining of the ALTA Extended coverage shall not delay the Closing Date. (c) “Permitted Exceptions”). The Title Company’s commitment to issue Commitments and the Title Policy (the Title Company issues will contain such endorsements as Buyer may reasonably request. At the Closing, each Seller will deliver such affidavits or other instruments as the Title Company may reasonably require to delete all matters appearing on schedule C to the Title Commitments and no other to provide any special endorsements required hereunder. Each Seller will pay for and cause the Title Company to deliver a customary title policy) to . The cost of any title endorsements or requirements of Buyer beyond the customary title policy shall be a condition to the Close of Escrow for the benefit of borne by Buyer. Buyer’s decision to obtain any additional endorsements, policies or surveys (as the case may be), shall not be a condition to the Close of Escrow, and shall not be a basis for extending the Close of Escrow. Xxxxx and Xxxxxx each agree to deliver to Title Company such proof of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby as may be reasonably required by the other party or Title Company.

Title Policy. (a) At Title Insurer shall be unconditionally prepared to issue to Buyer, as of the Close Closing, a standard policy of Escrow, Xxxxx’s title to insurance for the Property shall be insured by an ALTA Owner’s Standard Policy of Title Insurance (including a mechanics’ lien endorsement) issued by the Title Company and Improvements in the aggregate amount of the Purchase Price showing title to insuring the tenant leasehold interest in the Property and the fee interest in the Improvements to be vested in Buyer, subject only to the Approved Condition Permitted Exceptions [defined later]. Buyer shall have the option to deposit with Escrow Holder (a) an ALTA survey or surveys sufficient to cause Title Insurer to issue an ALTA extended coverage policy of Title title insurance for the Property and Improvements and such endorsements as Buyer shall deem necessary (the collectively “Title PolicyBuyer’s Endorsements”). The issuance , and (b) all such other and further items required by Title Company Insurer in order to issue such ALTA extended coverage policy and Buyer’s Endorsements; provided, however, that all such items shall be at Buyer’s sole cost and expense and shall not delay the Closing; provided further, that Buyer’s inability to obtain such items shall not be a contingency to Closing, unless (i) Buyer has stated prior to the end of the Inspection Contingency Period that the surveys received from Seller are inadequate; (ii) that Buyer’s inability results from a Disapproved Exception which has not been removed from the Title Policy Commitment or for which the Title Insurer has not insured against loss or damage resulting from such Disapproved Exception as described in favor of Xxxxx insuring Section 3.2; or (iii) that Buyer’s inability results from an objection by Buyer’s lender pursuant to which Buyer’s lender will not grant the required financing. At Closing, Seller shall assign its right, title, interest and obligations under the Ground Lease to Buyer and convey title to the Property Improvements to Buyer as described in the amount of the Purchase PriceSection 5, subject only to the Approved Condition of Title shall be conclusive evidence that Seller has complied with any obligationfollowing matters, express or impliedas applicable, being hereinafter collectively referred to convey good and marketable title to as the Property to Buyer. (b) Notwithstanding the above, Buyer may elect to obtain an ALTA Owner’s Extended Coverage Policy of Title Insurance on the following conditions“Permitted Exceptions”: (i) Seller shall pay for private, public and utility easements approved by Buyer in accordance with Section 3.2; (ii) roads and highways, if any; (iii) real estate taxes and special taxes or assessments not due and payable on or before Closing or any installments of any special taxes or assessments not due and payable on or before Closing; (iv) rights of way approved by Buyer in accordance with Section 3.2; (v) drainage ditches, feeders, laterals, drain tile, pipes or other conduit; (vi) zoning and building laws and ordinances; (vii) all matters approved or waived by Buyer pursuant to Section 3.2 of this Agreement; (viii) all matters of record shown in the cost title commitment and approved or waived by Buyer pursuant to Section 3.2 herein; (ix) the terms and conditions of the ALTA Standard coverage referenced Ground Lease; and (x) all matters which would be disclosed by an accurate survey or inspection of the Property and/or the Improvements. Notwithstanding anything to the contrary above, the items referred to in subsections (a) abovei), (ii), (iv), (v) Buyer and (vii) above shall pay for be Permitted Exceptions only if such are shown on the additional cost of obtaining the ALTA Extended coverage, including any ALTA Survey (or, at Buyer’s election, survey to be provided by Seller pursuant to Section 3.1.1 or indicated in the Title Policy may contain a survey exception); Commitment to be provided pursuant to Section 3.2.1 and (iii) approved or waived by Buyer pursuant to Section 3.2 or are described in the obtaining of the ALTA Extended coverage shall not delay the Closing DateDeclaration. (c) Title Company’s commitment to issue the Title Policy (and no other policy) to Buyer shall be a condition to the Close of Escrow for the benefit of Buyer. Buyer’s decision to obtain any additional endorsements, policies or surveys (as the case may be), shall not be a condition to the Close of Escrow, and shall not be a basis for extending the Close of Escrow. Xxxxx and Xxxxxx each agree to deliver to Title Company such proof of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby as may be reasonably required by the other party or Title Company.

Title Policy. (a) At the Close of Escrow, Xxxxx’s title Seller shall cooperate with Buyer in its efforts to the Property shall be insured by an ALTA Owner’s Standard Policy of Title Insurance (including a mechanics’ lien endorsement) issued by cause the Title Company to issue and deliver to Buyer the Title Commitment to issue an ALTA owner’s policy of title insurance, Form B, with extended coverage, for the Owned Real Property, together with improvements, buildings and fixtures thereon, in amounts equal to the reasonable value assigned to such Owned Real Property by the parties and in the amount customary form prescribed for use in the State of New Mexico, but with any mandatory arbitration provision deleted therefrom (unless such deletion would not be customary under local practice). The Title Commitment will provide for the Purchase Price showing issuance of a title insurance policy (or policies) to Buyer, as of Closing, which policy (or policies) shall insure good and marketable fee simple absolute title to the Owned Real Property vested in Buyer, subject only to the Approved Condition of Title (the “Title Policy”). The issuance by Title Company Permitted Encumbrances, and shall contain such endorsements thereto as Buyer may reasonably require in connection with its review of the Title Policy in favor of Xxxxx insuring title to Commitment and the Property to Buyer in the amount of the Purchase Price, subject only to the Approved Condition of Title shall be conclusive evidence that Survey. Seller has complied with any obligation, express or implied, to convey good and marketable title to the Property to Buyer. (b) Notwithstanding the above, Buyer may elect to obtain an ALTA Owner’s Extended Coverage Policy of Title Insurance on the following conditions: (i) Seller shall pay for the cost of the ALTA Standard coverage referenced in (a) above, (ii) Buyer shall pay for the additional cost of obtaining the ALTA Extended coverage, including any ALTA Survey (or, at Buyer’s election, the Title Policy may contain a survey exception); and (iii) the obtaining of the ALTA Extended coverage shall not delay the Closing Date. (c) Title Company’s commitment to issue the Title Policy (and no other policy) to Buyer shall be a condition to the Close of Escrow for the benefit of Buyer. Buyer’s decision to obtain any additional endorsements, policies or surveys (as the case may be), shall not be a condition to the Close of Escrow, and shall not be a basis for extending the Close of Escrow. Xxxxx and Xxxxxx each agree agrees to deliver to Title Company such proof of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby any information as may be reasonably required by the Title Company under the requirements section of the Title Commitment or otherwise in connection with the issuance of a title insurance policy to Buyer. Seller also agrees to provide an affidavit of title and/or such other party or information as the Title Company may reasonably require in order for the Title Company to delete the so-called “gap” exception (i.e., the period of time between the effective date of the Title Company’s last bringdown of title to such Owned Real Property and the Closing Date), the parties in possession exception and the mechanics’ and materialmen’s liens exception, and Buyer and Seller shall cooperate in good faith and use commercially reasonable efforts to cause the Title Company to delete all other standard exceptions from the final title insurance policy. The premium cost related to the standard owner’s title insurance policy shall be paid by Seller and the costs associated with any extended owner’s title insurance policy (including all endorsements) shall be paid by Buyer.

Title Policy. The Title Company is unconditionally and irrevocably committed to issue to CITY at Closing a CLTA standard coverage owner’s title policy, or, upon CITY’s request, an ALTA extended coverage owner’s policy of title insurance (aprovided CITY shall be responsible for any survey costs associated therewith and CITY must deliver an ALTA survey acceptable to the Title Company for the issuance of such extended coverage at least ten (10) At business days prior to the Close Closing Date and CITY shall be responsible for the additional cost of Escrowthe extended coverage), Xxxxxinsuring CITY’s title to the Surplus Property shall be insured by an ALTA Owner’s Standard Policy of Title Insurance (including a mechanics’ lien endorsement) issued by the Title Company in the amount of the Purchase Price showing title to the Property vested in Buyer, subject only to the Approved Condition of Title (the “Title Policy”). The issuance by Title Company of the Title Policy in favor of Xxxxx insuring title to the Property to Buyer in the amount of the Purchase Price, subject only to the following (collectively, the “Approved Condition of Title shall be conclusive evidence that Seller has complied with any obligation, express or implied, to convey good and marketable title to the Property to Buyer.Exceptions”): (b) Notwithstanding the above, Buyer may elect to obtain an ALTA Owner’s Extended Coverage Policy of Title Insurance on the following conditions: (i) Seller shall pay for the cost standard exceptions and exclusions from coverage contained in such form of the ALTA Standard coverage referenced in (a) above, policy; (ii) Buyer shall pay for real estate taxes not yet due and payable; (iii) matters created by, through or under CITY; (iv) items disclosed by the additional cost of obtaining the ALTA Extended coverage, Survey and Preliminary Title Report (including any ALTA Survey (supplements) and approved or deemed approved by CITY pursuant to the title review provisions in Section 2.4, or, at Buyer’s electionif CITY fails to obtain the Survey, items which would be disclosed by an accurate, updated survey of the Title Policy may contain Surplus Property or a survey exception)physical inspection of the Surplus Property; and (iiiv) any Title Objections that neither DISTRICT nor the obtaining Title Company has agreed to remove from title or insure over (“Title Policy”). The issuance of the an ALTA Extended extended coverage policy shall not delay the Closing Date. (c) Title Company’s commitment to issue the Title Policy (and no other policy) to Buyer shall be a condition precedent to CITY’s obligation to close the Escrow, and CITY shall not object to the Close Closing based upon an inability to obtain, or any delays in obtaining, such coverage. In addition, and without limiting the foregoing, the issuance of Escrow for the benefit of Buyer. Buyerany particular title endorsements requested by CITY, at CITY’s decision to obtain any additional endorsements, policies or surveys (as the case may be)sole cost and expense, shall not be a condition precedent to CITY’s obligation to close this Escrow and CITY acknowledges that CITY is solely responsible for ascertaining the availability of any such endorsements prior to the Close end of Escrowthe Due Diligence Period. If endorsements are required to cure defects in title and DISTRICT has agreed to provide such endorsements as a means of curing such title defects, and then DISTRICT shall not be a basis pay for extending the Close of Escrow. Xxxxx and Xxxxxx each agree to deliver to Title Company such proof of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby as may be reasonably required by the other party or Title Companyendorsements.

Title Policy. (a) At CBL/OP's obligation to consummate the Close of Escrow, Xxxxx’s title to the Property transactions contemplated by this Agreement shall be insured by subject to and conditioned upon the Title Company's willingness to issue, upon the condition of the payment of the Title Company's premium and the delivery of the documents referred to in Section 5.6 below, an ALTA Extended Coverage Owner’s Standard 's Policy of Title Insurance (including a mechanics’ lien endorsement) issued by referred to herein as the "Title Company Policy"), insuring CBL/OP in the amount of the Purchase Price showing that fee title to the Real Property is vested in BuyerCBL/OP as of the Closing, subject only to the Approved Condition title policy form conditions, exclusions from coverage and exceptions, and the Permitted Exceptions. Notwithstanding the immediately preceding sentence, the issuance of Title (the “Title Policy”). The issuance by Title Company ALTA Extended Coverage and any title endorsements as part of the Title Policy in favor of Xxxxx insuring title to the Property to Buyer in the amount of the Purchase Price, subject only to the Approved Condition of Title shall be conclusive evidence that Seller has complied with any obligation, express or implied, to convey good and marketable title to the Property to Buyer. (b) Notwithstanding the above, Buyer may elect to obtain an ALTA Owner’s Extended Coverage Policy of Title Insurance on the following conditions: (i) Seller shall pay for the cost of the ALTA Standard coverage referenced in (a) above, (ii) Buyer shall pay for the additional cost of obtaining the ALTA Extended coverage, including any ALTA Survey (or, at Buyer’s election, the Title Policy may contain a survey exception); and (iii) the obtaining of the ALTA Extended coverage shall not delay the Closing Date. (c) Title Company’s commitment to issue the Title Policy (and no other policy) to Buyer shall be a condition to the Close of Escrow for the benefit of Buyer. Buyer’s decision to obtain any additional endorsements, policies or surveys (as the case may be), shall not be a condition precedent to the Close Closing unless (a) CBL/OP has delivered to the Title Company prior to the Closing Date, any necessary modification, update or recertification of Escrowthe ALTA Survey in current insurable form and otherwise satisfactory to the Title Company, (b) the Title Company confirms in writing to CBL/OP and Property Owner prior to the Title Objection Deadline the Title Company's willingness to issue ALTA Extended Coverage and those title endorsements which have been requested by CBL/OP prior to the Title Objection Deadline, and shall not (c) CBL/OP pays for all costs of such ALTA Extended Coverage in excess of ALTA Standard Coverage and the costs of any such title endorsements requested by CBL/OP (other than any endorsements Property Owner has agreed to cause to be issued pursuant to a basis for extending the Close of Escrow. Xxxxx and Xxxxxx each agree to deliver to Title Company such proof of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby as may be reasonably required by the other party or Title Company.Property Owner's

Title Policy. At Closing, Seller shall use commercially reasonable efforts as set forth in Section 4.2 above to (ai) At the Close of Escrow, Xxxxx’s title to the Property shall be insured by an ALTA Owner’s Standard Policy of Title Insurance (including a mechanics’ lien endorsement) issued by cause the Title Company to issue and deliver to Purchaser an ALTA 2006 Owner’s Title Policy in accordance with the amount Title Commitment and showing no exceptions other than the Permitted Exceptions, with extended coverage over all general exceptions, and insuring Purchaser as the owner of the Purchase Price showing title to the Property vested in Buyer, subject only to the Approved Condition of Title (the “Title Policy”). The issuance by Title Company of the Title Policy in favor of Xxxxx insuring title to the Property to Buyer in the amount of the Purchase Price, subject only to the Approved Condition of Title shall be conclusive evidence that Seller has complied with any obligation, express or implied, to convey good and marketable title to the Property to Buyer. (b) Notwithstanding the above, Buyer may elect to obtain an ALTA Owner’s Extended Coverage Policy of Title Insurance on the following conditions: (i) Seller shall pay for the cost of the ALTA Standard coverage referenced in (a) above, (ii) Buyer shall pay for the additional cost of obtaining the ALTA Extended coverageif Purchaser requests, including any ALTA Survey (or, at Buyer’s election, execute and deliver to the Title Policy may contain a survey exception); and (iii) Company an Affidavit of No Change in connection with the obtaining ALTA/ACSM Land Title Survey of the ALTA Extended coverage shall not delay Property dated April 11, 2008 and prepared by Xxxxxx X. Xxxxx as Job Number SS#44004.DWG_JSF (the Closing Date. (c) “Existing Survey”), in such form as is reasonably acceptable to the Title Company’s commitment Company so as to issue permit removal of any standard survey exceptions in the Title Policy (the “Survey Affidavit”); provided that Seller shall only be required to provide a Survey Affidavit if no changes to the Property have occurred since the date of the Existing Survey and provided further that if Seller delivers the Survey Affidavit to Purchaser and its Title Company, Seller shall have no other policy) further obligation to Buyer Purchaser or its Title Company with respect to any survey matters in this Agreement or the Title Commitment or Title Policy. The cost of the Title Policy, including extended coverage shall be a condition paid by Purchaser. Any additional endorsements as Purchaser or Purchaser’s lender, if any, may desire (“Additional Endorsements”) shall be paid for by Purchaser, and Seller shall use commercially reasonable efforts to the Close of Escrow for the benefit of Buyer. Buyer’s decision cooperate in all reasonable respects in order to enable Purchaser to obtain such Additional Endorsements, without any additional endorsements, policies cost or surveys (as the case may be), shall not be a condition expense to the Close of Escrow, and shall not be a basis for extending the Close of EscrowSeller. Xxxxx and Xxxxxx each agree to deliver to Title Company such proof of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby as may be reasonably required by the other party or Title Company.ARTICLE 5

Title Policy. (a) At In the Close of Escrowevent that Developer elects to enter into a Ground Lease, Xxxxx’s title to the Ground Lease Property shall be insured by subject only to the Permitted Exceptions (as hereinafter defined). On each Closing Date, Owner shall cause Title Company to issue to Developer an ALTA Owner’s Standard 1992 Leasehold Policy of Title Insurance (including a mechanics’ lien endorsement“Title Policy”) issued by or irrevocable commitment to issue same covering the Title Company Lease Property identified in the Lease Notice in an amount equal to the value of the Purchase Price showing title leasehold estate, which shall be equal to the Property net present value, calculated using a discount rate of five percent over the Prime Rate (as hereinafter defined) as of the Closing Date, of the Base Rent payable for the initial 50 year term (for purposes hereof, Base Rent for years 26 – 50 shall continue to increase at the rate of two percent per annum). The Title Policy shall show leasehold title vested in BuyerDeveloper, with extended coverage over all general exceptions and containing the following endorsements: (i) an ALTA 3.0 zoning endorsement, (ii) an access endorsement, (iii) a subdivision endorsement, if applicable, (iv) a utility facility endorsement, (v) a restrictions endorsement insuring over the recorded covenants, conditions or restrictions of record, (vi) an endorsement insuring that the real estate tax bills relating to such Ground Lease Property do not include real estate taxes pertaining to any other real estate, (vii) a creditor’s rights endorsement, (viii) a contiguity endorsement, if applicable, and (ix) encroachment endorsements, if applicable, subject only to the Approved Condition of Title (the “Title Policy”)Permitted Exceptions. The issuance by Title Company of the Title Policy in favor of Xxxxx insuring title Notwithstanding anything to the Property to Buyer contrary contained in this subparagraph (c), the amount of the Purchase Price, subject only to the Approved Condition of Title shall be conclusive evidence parties hereto acknowledge that Seller has complied with any obligation, express or implied, to convey good and marketable title to the Property to Buyer. (b) Notwithstanding the above, Buyer may elect to obtain an ALTA Owner’s Extended Coverage Policy of Title Insurance on the following conditions: (i) Seller shall pay for the cost of the ALTA Standard coverage referenced in (a) above, (ii) Buyer shall pay for the additional cost of obtaining the ALTA Extended coverage, including any ALTA Survey (or, at Buyer’s election, the Title Policy may contain a survey exception); and (iii) the obtaining of the ALTA Extended coverage shall not delay the Closing Date. (c) Title Company’s commitment to issue the Title Policy (and no other policy) to Buyer shall be aforesaid title endorsements is a condition to the Close of Escrow for the benefit of Buyer. Buyer’s decision to obtain any additional endorsementsclosing, policies or surveys (as the case may be), but that Owner shall not be a condition to in default under this Agreement in the Close of Escrow, and shall not be a basis for extending event that the Close of Escrow. Xxxxx and Xxxxxx each agree to deliver to Title Company such proof is unwilling or unable to issue all of their respective authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby as may be reasonably required by the other party or Title Companysaid title endorsements.