Common use of Title Report and Policy Clause in Contracts

Title Report and Policy. Seller has delivered to Buyer an ALTA Commitment for Title Insurance issued by Lawyers Title Insurance Corporation (the "TITLE COMPANY") setting forth the condition of title to each tract of Real Estate (the "COMMITMENT"). At the Closing, Seller shall deliver to Buyer, at Buyer's expense, an Owner Policy of Title Insurance in the form of the Commitment in an amount equal to the Purchase Price allocated to the Real Estate, as improved, and containing no additional exceptions other than the Permitted Exceptions (the "Title Policy"). The Title Policy will also contain, to the extent said endorsements can be provided without any expense to Seller: (a) a so-called "tax parcel endorsement" listing all of the tax parcel identification numbers affecting the Real Estate covered by the Policy and that no other property is included in the Real Estate and that no other tax parcel identification numbers affect such Real Estate, (b) a contiguity endorsement, (c) a 3.1 zoning endorsement or its equivalent as then in use by the title company in form and substance acceptable to Buyer, (d) extended coverage deleting all standard and general exceptions, (e) affirmative coverage against any Hill-Xxxxxx xx other similar lien under any other law or act described in Section 4.26 of this Agreement, and (f) an owner's comprehensive endorsement; provided, however, Buyer shall have the right to, at its own expense, obtain any endorsements for which there is a charge by the Title Company. At Closing, there shall be issued to Buyer, at Buyer's expense, a modified title commitment so as to update the Commitment to the time of recording so that there is no gap period. In the event Buyer requests, and at Buyer's expense, the Title Company shall issue a mortgagee title policy in an amount up to the Purchase Price which is allocated to the Real Estate as improved, at simultaneous issue rates. Shareholder shall execute such certificates and affidavits as may be reasonably required in connection with the issuance of the Title Policy and endorsements, whether such endorsements are obtained by Shareholder or Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (New American Healthcare Corp)

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Title Report and Policy. At least ten (10) days prior to Closing, Seller has delivered shall deliver to Buyer an Buyer, at Seller's expense, a current ALTA Commitment for preliminary title commitment issued by Chicago Title Insurance issued by Lawyers Title Insurance Corporation (the "TITLE COMPANY") Company setting forth the condition of title to each tract of Real Estate (the "COMMITMENT"). At ) (or such reasonably equivalent commitment as is available in Texas) which Commitment shall commit for the Closingissuance of a title insurance policy, Seller shall deliver to Buyer, at BuyerALTA Owner's expense, an Owner Policy of Title Insurance in the form of the Commitment in an amount equal to the Purchase Price allocated to the Real Estate(or leasehold, as improved, and containing no additional exceptions other than the Permitted Exceptions appropriate) Form 1992 (or such equivalent policy as is available in Texas) (the "Title PolicyTITLE POLICY")) as to each tract of Real Estate. The Commitment and Title Policy shall show that the Real Estate is owned in fee simple (or leased, as the case may be) by Seller, free from all liens, restrictions, encumbrances, easements and clouds on title whatsoever, except the Permitted Exceptions. The Commitment and Title Policy will also contain, to the extent said endorsements can be provided without any expense to Seller: available, (a) a so-called "tax parcel endorsement" listing all of the tax parcel identification numbers affecting the Real Estate covered by the Title Policy and that no other property is included in the Real Estate and that no other tax parcel identification numbers affect such Real Estate, (b) a contiguity endorsement, (c) a 3.1 zoning endorsement or its equivalent as then in use by the title company in form and substance acceptable to Buyer, (d) extended coverage deleting all standard and general exceptions, (e) affirmative coverage against any Hill-Xxxxxx xx other similar lien under any other law or act described in Section 4.26 4.27 of this Agreement, and (f) an owner's comprehensive endorsement; provided, howeverand (g) any additional endorsements or insurance as Buyer may reasonably require. The Title Policy shall be in form acceptable to Buyer's lender and shall permit a simultaneous issue rate for the lender's mortgage title policy. When delivering the Commitment, the title company shall provide Buyer shall have one (1) copy of all recorded documents affecting title of the right to, at its own expense, obtain any endorsements for which there is a charge by the Title CompanyReal Estate. At Closing, there shall be issued to Buyer, at BuyerSeller's expense, a modified title commitment so as to update the Commitment Title Policy in the amount of the Purchase Price which is allocated to the time of recording so that there is no gap periodReal Estate as improved. In the event Buyer requests, and at Buyer's expense, the Title Company title company shall issue a mortgagee mortgage title policy in an amount up to the Purchase Price which is allocated to the Real Estate as improved, at simultaneous issue rates. Shareholder Seller and Buyer shall execute such certificates and affidavits as may be reasonably required in connection with the issuance of the Title Policy and endorsements, whether such endorsements are obtained by Shareholder or Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (New American Healthcare Corp)

Title Report and Policy. Seller has delivered At least ten (10) days prior to Buyer an ALTA Commitment for Closing, Sellers shall deliver to Buyer, at Sellers' expense, a current TLTA preliminary title commitment issued by Chicago Title Insurance issued by Lawyers Title Insurance Corporation (Company, or other company which is mutually acceptable to the "TITLE COMPANY") setting forth parties, of the condition of title to each tract of Real Estate Property (the "COMMITMENT"). At the Closing, Seller shall deliver to Buyer, at Buyer's expense, an Owner Policy of Title Insurance ) for a title insurance policy in the current TLTA form of the Commitment in an amount equal to the Purchase Price allocated to the Real Estate, as improved, and containing no additional exceptions other than the Permitted Exceptions (the "Title PolicyTITLE POLICY"). The Commitment and Title Policy shall show that the Real Property is owned in fee simple or leasehold by Company, free from all Liens, except the Permitted Liens, and the Commitment may also be subject to such other items as Company can cause to be removed prior to or at Closing. The Commitment and Title Policy will also contain, to the extent said endorsements can be provided without any expense to Seller: contain (a) a so-called "tax parcel endorsement" listing all of the tax parcel identification numbers affecting the Real Estate Property covered by the Policy policy and that no other property is included in the Real Estate Property and that no other tax parcel identification numbers affect such Real EstateProperty, (b) a contiguity and nonimputation endorsement, (c) a 3.1 zoning endorsement or its equivalent as then in use by the title company in form and substance acceptable to Buyer, (d) extended coverage deleting all standard and general exceptions, (e) affirmative coverage against any Hill-Xxxxxx xx other similar lien under any other law or act described in Section 4.26 of this Agreementxxxn, and (f) an owner's comprehensive endorsement; provided, however, any additional endorsements or insurance as Buyer shall have the right to, at its own expense, obtain any endorsements for which there is a charge by the may reasonably require. The Title Company. At Closing, there Policy shall be issued in form acceptable to Buyer, at Buyer and Buyer's expense, lender and shall permit a modified simultaneous issue rate for the lender's mortgage title commitment so as policy with the cost of all special lender endorsements required by Buyer's lender to update be borne by Buyer. The title company shall provide when delivering the Commitment to the time one (1) copy of recording so that there is no gap period. In the event Buyer requests, and at Buyer's expense, the Title Company shall issue a mortgagee title policy in an amount up to the Purchase Price which is allocated to the Real Estate as improved, at simultaneous issue rates. Shareholder shall execute such certificates and affidavits as may be reasonably required in connection with the issuance of the Title Policy and endorsements, whether such endorsements are obtained by Shareholder or Buyer.all recorded documents

Appears in 1 contract

Samples: Stock Purchase Agreement (New American Healthcare Corp)

Title Report and Policy. Seller has delivered to Buyer an Purchaser shall obtain a current form ALTA Commitment for Title Insurance title commitment issued by Lawyers Title Insurance Corporation (the "TITLE COMPANY") setting forth a nationally recognized title company of the condition of title to each tract of Real Estate the Land (the "COMMITMENT"). At the Closing“Commitment”) for a title insurance policy, Seller shall deliver to Buyer, at Buyer's expense, an Owner Policy of Title Insurance in the current ALTA policy form of the Commitment in an amount equal to the Purchase Price allocated to the Real Estate, as improved, and containing no additional exceptions other than the Permitted Exceptions (the "Title Policy"). The Commitment and Title Policy will also contain, shall show that Sellers have marketable fee simple title to the extent said endorsements can be provided without any expense to Seller: Land and Improvements, free from all liens, restrictions, encumbrances, easements and clouds on title whatsoever, except Taxes not yet due and payable and other matters approved by Purchaser in writing in its sole discretion. The Commitment and Title Policy also will contain (a) a so-called "tax parcel endorsement" listing all of the tax parcel identification numbers affecting the Real Estate covered by the Policy Land and that no other property is included in the Real Estate Land and that no other tax parcel identification numbers affect such Real EstateLand, (b) a contiguity endorsement, (c) a an ALTA 3.1 zoning endorsement or its equivalent as then in use by the title company in form and substance acceptable to BuyerPurchaser, (d) extended coverage deleting all standard and general exceptions, and (e) affirmative coverage against any Hill-Xxxxxx xx other similar lien under any other law or act described the following endorsements: environmental (ALTA Form 8.1), restrictions, easements and minerals endorsement (ALTA Form 9), survey endorsement, access endorsement, subdivision endorsement, utility facility endorsement, creditor’s rights endorsement and arbitration endorsement. The Title Policy shall be in Section 4.26 a form acceptable to Purchaser. The title company shall provide when delivering the Commitment two (2) copies of this Agreement, all recorded documents affecting title of the Land and (f) an owner's comprehensive endorsement; provided, however, Buyer shall have the right to, at its own expense, obtain any endorsements for which there is a charge by the Title CompanyImprovements to Purchaser. At Closing, there shall be issued to Buyer, at Buyer's expense, a modified title commitment so as Purchaser the Title Policy in the amount of the Purchase Price. Sellers agree to update the Commitment use their best efforts to the time of recording so that there is no gap period. In the event Buyer requests, and at Buyer's expense, provide the Title Company shall issue with customary lien waivers, affidavits or undertakings in a mortgagee title policy form required by the Title Company in an amount up order to assist the Purchase Price which is allocated Purchaser in having the standard exceptions to the Real Estate as improved, at simultaneous issue rates. Shareholder shall execute such certificates and affidavits as may be reasonably required in connection with the issuance of the Title Policy and endorsements, whether such endorsements are obtained by Shareholder or Buyerwaived.

Appears in 1 contract

Samples: Asset Purchase Agreement (Adcare Health Systems, Inc)

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Title Report and Policy. Seller has delivered At least ten (10) days prior to Buyer an Closing, the Company shall deliver to Buyer, at Shareholders' expense, a current ALTA Commitment for preliminary title commitment issued by Chicago Title Insurance issued by Lawyers Title Insurance Corporation (Company, or other company which is mutually acceptable to the "TITLE COMPANY") setting forth parties, of the condition of title to each tract of Real Estate the Properties (the "COMMITMENTCommitment"). At the Closing) for a title insurance policy, Seller shall deliver to Buyer, at BuyerALTA Owner's expense, an Owner Policy of Title Insurance in the form of the Commitment in an amount equal to the Purchase Price allocated to the Real Estate, as improved, and containing no additional exceptions other than the Permitted Exceptions Form 1992 (the "Title Policy"). The Commitment and Title Policy shall show that the Properties are owned in fee simple or leasehold by the Company, free from all Liens, except the Permitted Exceptions and the Commitment may also be subject to such other items as the Company can cause to be removed prior to or at Closing. The Commitment and Title Policy will also contain, to the extent said endorsements can be provided without any expense to Seller: contain (a) a so-called "tax parcel endorsement" listing all of the tax parcel identification numbers affecting the Real Estate Properties covered by the Policy policy and that no other property is included in the Real Estate Properties and that no other tax parcel identification numbers affect such Real EstateProperties, (b) a contiguity and nonimputation endorsement, (c) a 3.1 zoning endorsement or its equivalent as then in use by the title company in form and substance acceptable to Buyer, (d) extended coverage deleting all standard and general exceptions, (e) affirmative coverage against any Hill-Xxxxxx xx other similar lien under any other law or act described in Section 4.26 of this Agreementxxxn, and (f) an ownerany additional endorsements or insurance as Buyer may reasonably require. The Title Policy shall be in form acceptable to Buyer and Buyer's comprehensive endorsement; provided, however, Buyer lender and shall have permit a simultaneous issue rate for the right to, at its own expense, obtain any lender's mortgage title policy with the cost of all special lender endorsements for which there is a charge required by Buyer's lender to be borne by Buyer. The title company shall provide when delivering the Title CompanyCommitment one (1) copy of all recorded documents affecting title of the Properties to Buyer. At Closing, there shall be issued to Buyer, at Buyer's Shareholders' expense, a modified title commitment so as to update the Commitment Title Policy in the amount of the Purchase Price which is allocated to the time of recording so that there is no gap periodProperties as improved. In the event Buyer requests, and at Buyer's expense, the Title Company title company shall issue a mortgagee mortgage title policy in an amount up to the Purchase Price which is allocated to the Real Estate Properties as improved, at simultaneous issue rates. Shareholder shall execute such certificates and affidavits as may be reasonably required in connection with the issuance of the Title Policy and endorsements, whether such endorsements are obtained by Shareholder or Buyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (New American Healthcare Corp)

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