Common use of Title Report; Survey Clause in Contracts

Title Report; Survey. A. As soon as reasonably possible but no later than 30 days following the Effective Date, Buyer shall, at Buyer’s expense, have ordered a preliminary title report a/k/a title commitment (“Preliminary Title Report”) on the Property, and its appurtenant rights, together with copies of all exceptions, issued by Escrow Agent, or an issuing agent of Escrow Agent. Buyer shall obtain a new survey of the Property of sufficient quality to permit the Escrow Agent to remove the standard survey exception from the owner’s title policy to be obtained by Buyer (the “Survey”). No later than the fortieth (40th) day after the Effective Date, Buyer shall advise Seller and Escrow Agent in writing of any Preliminary Title Report or Survey exceptions, not permitted by this Agreement, which Buyer does not accept (which are not Permitted Encumbrances) (“Title and Survey Objections”). If Buyer makes any timely Title and Survey Objections, Buyer shall simultaneously deliver to Seller a copy of the Preliminary Title Report and Survey together with a copy of any recorded document on which such Title and Survey Objections, or any part thereof, are based. Notwithstanding anything to the contrary stated herein, Seller shall have no obligation to remove any “Title or Survey Objections” except for liens and mortgages of an ascertainable amount created, assumed or caused by Seller (“Seller’s Liens”), and intervening encumbrances which are recorded after the Preliminary Title Report and Seller has expressly agreed to remove pursuant to the terms herein, which Seller’s Liens and such intervening encumbrances Seller shall cause to be released of record at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). If Buyer fails to notify Seller of any Title or Survey Objections within said period of time, all Title or Survey Objections, if any, shall be deemed waived, except Seller’s Liens shall not be deemed waived. If Buyer timely notifies Seller and Escrow Agent of any Title or Survey Objections, the Closing Date may, at Seller’s sole option, to be exercised in a notice to Buyer delivered within ten (10) days of Seller’s receipt of the Title or Survey Obligations, be adjourned for a period of up to thirty (30) days in order to enable Seller to cure such Title or Survey Objections. If at the date to which Closing is adjourned Seller is unable or unwilling to remove such Title or Survey Objections, Buyer may:

Title Report; Survey. A. As soon as reasonably possible but no later than 30 days following Prior to the Effective Date, Seller delivered to Buyer shall(1) that certain title commitment, at Buyer’s expenseNCS Number: 21800205, have ordered a preliminary title report a/k/a title commitment LO Number: 00085497-994-LT2-KD, issued by Title Company, with an effective date of February 2, 2018 (the “Preliminary Title Report”) on covering the Property, and its appurtenant rights, together with copies (2) a copy of all exceptions, issued by Escrow Agent, or an issuing agent of Escrow Agent. Buyer shall obtain a new that certain survey of the Property of sufficient quality to permit the Escrow Agent to remove the standard survey exception from the owner’s title policy to be obtained by Buyer (the “Survey”)) entitled “ALTA/NPS LAND TITLE SURVEY,” prepared by Xxxxx X. Xxxxxxx of Xxxx & Xxxxx, B&C Project No. No later than the fortieth (40th) day after the Effective Date201800578, 001. Buyer shall advise notify Seller and Escrow Agent in writing of any Preliminary Title Report or Survey exceptions, not permitted by this Agreement, which Buyer does not accept (which are not Permitted Encumbrances) (the “Title Notice”) prior to 5:00 p.m. Pacific time on the date that is five (5) business days prior to the expiration of the Due Diligence Period (the period beginning on the Access Acceptance Date and Survey Objectionsending at such time is referred to herein as the “Title Review Period”). If Buyer makes any timely Title and Survey Objections) as to which matters, Buyer shall simultaneously deliver to Seller a copy of if any, within the Preliminary Title Report and which matters shown on the Survey together with a copy of any recorded document on which such Title and Survey Objections, (or any part update thereof) are not acceptable to Buyer in Buyer’s sole and absolute discretion (individually, are baseda “Disapproved Title Matter”). Notwithstanding anything Any matter within the Preliminary Title Report, the Survey, and any matter that would be disclosed by a current, accurate survey of the Land and the Improvements that Buyer fails to so disapprove in a Title Notice delivered prior to the contrary stated hereinexpiration of the Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Notice indicating a Disapproved Title Matter, then Seller shall have no obligation three (3) business days after receipt of such Title Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Seller either (a) will in good faith attempt to remove any “such Disapproved Title Matter from title to the Property on or Survey Objections” except for liens and mortgages before the Closing, or (b) elects not to cause such Disapproved Title Matter to be removed from title to the Property. If Seller fails to deliver a Title Response Notice as to a particular Disapproved Title Matter within such three (3) business day period, then Seller shall be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. Prior to the expiration of an ascertainable amount createdthe Due Diligence Period, assumed or caused the procurement by Seller of a written commitment from Title Company to issue the “Owner’s Policy” (“as hereinafter defined), or an endorsement thereto insuring Buyer against any Disapproved Title Matter at Closing, shall be deemed the removal of such Disapproved Title Matter from title to the Property, provided that such endorsement shall be satisfactory to Buyer in its sole discretion, and shall be issued at Seller’s Liens”sole cost and expense. If Seller makes (or is deemed to have made) the election in clause (b) above as to any Disapproved Title Matter, then Buyer shall have until the expiration of the Due Diligence Period, within which to notify Seller in writing that Buyer elects to either (x) nevertheless proceed with the purchase and take title to the Property subject to such Disapproved Title Matter, or (y) terminate this Agreement. If Buyer makes the election set forth in clause (y) above, then this Agreement shall immediately terminate, Buyer shall be entitled to a return of the Deposit (less the Independent Consideration, which shall be paid to Seller), and intervening encumbrances which are recorded after Seller and Buyer shall have no further rights or obligations hereunder, except for the Preliminary Title Report and Seller has provisions hereof that expressly agreed to remove pursuant to the terms herein, which Seller’s Liens and such intervening encumbrances Seller shall cause to be released survive termination of record at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose)this Agreement. If Buyer fails to notify Seller in writing of any Title or Survey Objections within said period its election prior to the expiration of timethe Due Diligence Period, all Title or Survey Objections, if any, then Buyer shall be deemed waived, except Seller’s Liens shall not be deemed waived. If Buyer timely notifies Seller and Escrow Agent of any Title or Survey Objections, to have made the Closing Date may, at Seller’s sole option, to be exercised election set forth in a notice to Buyer delivered within ten clause (10x) days of Seller’s receipt of the Title or Survey Obligations, be adjourned for a period of up to thirty (30) days in order to enable Seller to cure such Title or Survey Objections. If at the date to which Closing is adjourned Seller is unable or unwilling to remove such Title or Survey Objections, Buyer may:above.

Title Report; Survey. A. As soon as reasonably possible but no later than 30 days following the Effective DateIf not previously delivered to Buyer, Seller shall request that Title Company promptly deliver to Buyer shall, at Buyer’s expense, have ordered a copy of a commitment for title insurance or preliminary title report a/k/a title commitment (“Preliminary Title Report”) on covering the PropertyProperty from Title Company. In addition, and Seller shall (if not previously delivered or made available) deliver to Buyer a copy its appurtenant rights, together with copies of all exceptions, issued by Escrow Agent, or an issuing agent of Escrow Agent. Buyer shall obtain a new existing survey of the Property of sufficient quality to permit the Escrow Agent to remove the standard survey exception from the owner’s title policy to be obtained dated July 25, 2007, prepared by Buyer O.K.O. Engineering Inc. and identified as Job No. 2007-242 (the “Survey”). No later than Buyer shall notify Seller in writing (the fortieth “Title Notice”) prior to 5:00 p.m. Pacific time on September 30, 2008 (40th) day after the period beginning on the Effective Date, Buyer shall advise Seller Date and Escrow Agent in writing of any Preliminary Title Report or Survey exceptions, not permitted by this Agreement, which Buyer does not accept (which are not Permitted Encumbrances) (ending at such time is referred to herein as the “Title and Survey ObjectionsReview Period”). If Buyer makes any timely Title and Survey Objections) as to which matters, Buyer shall simultaneously deliver to Seller a copy of if any, within the Preliminary Title Report and Survey together with which survey matters and/or zoning matters are not acceptable to Buyer (individually, a copy of any recorded document on which such “Disapproved Title and Survey Objections, or any part thereof, are based. Notwithstanding anything to the contrary stated herein, Seller shall have no obligation to remove any “Title or Survey Objections” except for liens and mortgages of an ascertainable amount created, assumed or caused by Seller (“Seller’s LiensMatter”), and intervening encumbrances which are recorded after . Any matter within the Preliminary Title Report and any survey matter and/or zoning matter that Buyer fails to so disapprove in a Title Notice delivered prior to the expiration of the Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Notice indicating a Disapproved Title Matter, then Seller has expressly agreed shall have three (3) business days after receipt of such Title Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Seller either (a) will in good faith attempt to remove pursuant such Disapproved Title Matter from title to the terms hereinProperty on or before the Closing, or (b) elects not to cause such Disapproved Title Matter to be removed from title to the Property. If Seller fails to deliver a Title Response Notice as to a particular Disapproved Title Matter within such three (3) business day period, then Seller shall be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. The procurement by Seller of a written commitment from the Title Company to issue the Owner’s Policy or an endorsement thereto reasonably satisfactory to Buyer as of the Closing and insuring Buyer against any Disapproved Title Matter (or any disapproved “Additional Title Matter” as defined below) shall be deemed a removal thereof from title to the Property; provided that each such Disapproved Title Matter or each such disapproved Additional Title Matter so insured is a liquidated sum and the amount of such matters shall not exceed $25,000 in the aggregate. If Seller makes (or is deemed to have made) the election in clause (b) above as to any Disapproved Title Matter, then Buyer shall have one (1) business day from the later of (i) the date it receives the Title Response Notice making such election, or (ii) the date that Seller is deemed to have made such election as to such Disapproved Title Matter (but not later than the Closing Date), within which to notify Seller in writing that Buyer elects to either (x) nevertheless proceed with the purchase and take title to the Property subject to such Disapproved Title Matter, or (y) terminate this Agreement. If Buyer makes the election set forth in clause (y) above, then this Agreement shall immediately terminate, Buyer shall be entitled to a return of the Deposit (less the Independent Consideration, which shall be paid to Seller’s Liens ), and such intervening encumbrances Seller and Buyer shall cause to be released of record at have no further rights or prior to Closing (with Seller having obligations hereunder, except for the right to apply provisions hereof that expressly survive the Purchase Price or a portion thereof for such purpose)Closing. If Buyer fails to notify Seller in writing of any Title or Survey Objections its election within said period of timeone (1) business day period, all Title or Survey Objections, if any, then Buyer shall be deemed waivedto have made the election set forth in clause (x) above. Buyer acknowledges that Seller has advised Buyer that it should either obtain an abstract covering the Property examined by an attorney of Buyer’s selection, except Seller’s Liens shall not or Buyer should be deemed waived. If Buyer timely notifies Seller and Escrow Agent of any Title furnished with or Survey Objections, the Closing Date may, at Seller’s sole option, to be exercised obtain a title policy in a notice to Buyer delivered within ten (10) days of Seller’s receipt connection with its purchase of the Title or Survey Obligations, be adjourned for a period of up to thirty (30) days in order to enable Seller to cure such Title or Survey Objections. If at the date to which Closing is adjourned Seller is unable or unwilling to remove such Title or Survey Objections, Buyer may:Property.

Title Report; Survey. A. As soon as reasonably possible but no later than 30 days following Prior to the Effective Date, Sellers delivered to Buyer shall(1) that certain title commitment, at Buyer’s expenseChicago NCS Number CCHI1901996NT, have ordered a preliminary title report a/k/a title commitment issued by Title Company, with an effective date of April 22, 2019 (the “Cameron Preliminary Title Report”), (2) on the Propertythat certain title commitment, and its appurtenant rights, together with copies of all exceptionsChicago NCS Number CCHI1901995NT, issued by Escrow AgentTitle Company, with an effective date of April 22, 2019 (the “Eldorado Preliminary Title Report,” and together with the Cameron Preliminary Title Report, the “Preliminary Title Reports”), and (3) copies of surveys (the “Surveys”) of the Properties. Sellers shall cause Title Company to deliver to Buyer the Preliminary Title Reports. Buyer shall notify Sellers in writing (the “Title Notice”) prior to 5:00 p.m. Pacific time on Wednesday, May 15, 2019 (the period beginning on the Access Acceptance Date and ending at such time is referred to herein as the “Title Review Period”) as to which matters, if any, within the Preliminary Title Reports and which matters shown on the Surveys (or any update thereof) are not acceptable to Buyer in Buyer’s sole and absolute discretion (individually, a “Disapproved Title Matter”). Any matter within the Preliminary Title Reports, the Surveys, and any matter that would be disclosed by a current, accurate survey of the Land and the Improvements that Buyer fails to so disapprove in a Title Notice delivered prior to the expiration of the Title Review Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Notice indicating a Disapproved Title Matter, then Sellers shall have three (3) business days after receipt of such Title Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Sellers either (a) will in good faith attempt to remove such Disapproved Title Matter from title to the applicable Property on or before the Closing, or (b) elects not to cause such Disapproved Title Matter to be removed from title to the applicable Property. If Sellers fail to deliver a Title Response Notice as to a particular Disapproved Title Matter within such three (3) business day period, then Sellers shall be deemed to have made the election in clause (b) above as to such Disapproved Title Matter. Prior to the expiration of the Due Diligence Period, the procurement by Sellers of a written commitment from Title Company to issue the “Owner’s Policy” (as hereinafter defined), or an issuing agent endorsement thereto insuring Buyer against any Disapproved Title Matter at Closing, shall be deemed the removal of Escrow Agentsuch Disapproved Title Matter from title to the applicable Property, provided that such endorsement shall be satisfactory to Buyer in its sole discretion, and shall be issued at Sellers’ sole cost and expense. If Sellers make (or are deemed to have made) the election in clause (b) above as to any Disapproved Title Matter, then Buyer shall obtain a new survey have until the expiration of the Property of sufficient quality Due Diligence Period, within which to permit the Escrow Agent to remove the standard survey exception from the owner’s title policy to be obtained by Buyer (the “Survey”). No later than the fortieth (40th) day after the Effective Date, Buyer shall advise Seller and Escrow Agent notify Sellers in writing of any Preliminary that Buyer elects to either (x) nevertheless proceed with the purchase and take title to the Properties subject to such Disapproved Title Report Matter, or Survey exceptions, not permitted by (y) terminate this Agreement, which Buyer does not accept (which are not Permitted Encumbrances) (“Title and Survey Objections”). If Buyer makes any timely Title and Survey Objectionsthe election set forth in clause (y) above, then this Agreement shall immediately terminate, Buyer shall simultaneously deliver be entitled to Seller a copy return of the Preliminary Title Report Deposit (less the Independent Consideration, which shall be paid to Sellers), and Survey together with a copy of any recorded document on which such Title Sellers and Survey Objections, or any part thereof, are based. Notwithstanding anything to the contrary stated herein, Seller Buyer shall have no obligation to remove any “Title further rights or Survey Objections” obligations hereunder, except for liens and mortgages the provisions hereof that expressly survive termination of an ascertainable amount created, assumed or caused by Seller (“Seller’s Liens”), and intervening encumbrances which are recorded after the Preliminary Title Report and Seller has expressly agreed to remove pursuant to the terms herein, which Seller’s Liens and such intervening encumbrances Seller shall cause to be released of record at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose)this Agreement. If Buyer fails to notify Seller Sellers in writing of any Title or Survey Objections within said period its election prior to the expiration of timethe Due Diligence Period, all Title or Survey Objections, if any, then Buyer shall be deemed waived, except Seller’s Liens shall not be deemed waived. If Buyer timely notifies Seller and Escrow Agent of any Title or Survey Objections, to have made the Closing Date may, at Seller’s sole option, to be exercised election set forth in a notice to Buyer delivered within ten clause (10x) days of Seller’s receipt of the Title or Survey Obligations, be adjourned for a period of up to thirty (30) days in order to enable Seller to cure such Title or Survey Objections. If at the date to which Closing is adjourned Seller is unable or unwilling to remove such Title or Survey Objections, Buyer may:above.

Title Report; Survey. A. As soon If not previously ordered or delivered to Buyer, Seller shall order a commitment for an A.L.T.A. standard coverage owner’s policy of title insurance for the Property from “Title Company” (as reasonably possible but no later than 30 days following defined in Section 6 of the Effective Date, Buyer shall, at Buyer’s expense, have ordered a preliminary title report a/k/a title commitment (“Preliminary Summary) and request that Title Report”) on Company deliver the Property, and its appurtenant rightssame, together with copies of all exceptionswritten title exceptions or encumbrances described therein (collectively, issued by Escrow Agentthe “Title Report”), or an issuing agent of Escrow Agentto Buyer. Buyer shall obtain a new survey have until 5:00 p.m. Central time on the date that is ten (10) days before the expiration of the Property of sufficient quality to permit the Escrow Agent to remove the standard survey exception from the owner’s title policy to be obtained by Buyer Due Diligence Period (the “Title Review Period”) to review the Title Report and any survey for the Property (“Survey”) that Buyer may elect to obtain. Buyer shall notify Seller in writing (the “Title Notice”) prior to the expiration of the Title Review Period as to which matters within the Title Report and Survey, if any, are not acceptable to Buyer (individually, a “Disapproved Title Matter”). No later than Any matter within the fortieth Title Report and any Survey matter which Buyer fails to disapprove prior to the expiration of the Title Review Period shall be conclusively deemed to have been approved by Buyer, provided, however, all Seller Mortgage Liens (40thas hereafter defined) are deemed disapproved. If Buyer timely delivers a Title Notice indicating a Disapproved Title Matter, then Seller shall have five (5) days after receipt of such Title Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Seller either (a) will in good faith attempt to remove such Disapproved Title Matter from title to the Property on or before the Closing, or (b) elects not to cause such Disapproved Title Matter to be removed from title to the Property. If Seller fails to deliver a Title Response Notice as to a particular Disapproved Title Matter within such five (5) day after period, then Seller shall be deemed to have made the Effective Dateelection in clause (b) above as to such Disapproved Title Matter. The procurement by Seller of a written commitment from the Title Company to issue the “Owner’s Policy” (defined below) or an endorsement thereto (at Seller’s sole cost) reasonably satisfactory to Buyer as of the Closing and insuring Buyer against any Disapproved Title Matter shall be deemed a removal of such Disapproved Title Matter from title to the Property. If Seller makes (or is deemed to have made) the election in clause (b) above as to any Disapproved Title Matter, then Buyer shall advise have five (5) days following the earlier of (i) the date it receives the Title Response Notice making such election, or (ii) the date that Seller and Escrow Agent is deemed to have made such election as to such Disapproved Title Matter, within which to notify Seller in writing of any Preliminary that Buyer elects to either (x) nevertheless proceed with the purchase and take title to the Property subject to such Disapproved Title Report Matter, or Survey exceptions, not permitted by (y) terminate this Agreement, which Buyer does not accept (which are not Permitted Encumbrances) (“Title and Survey Objections”). If Buyer makes any timely Title the election set forth in clause (y) above, then this Agreement shall immediately terminate, the Deposit shall be promptly returned to Buyer, and Survey Objections, Seller and Buyer shall simultaneously deliver to Seller a copy of the Preliminary Title Report and Survey together with a copy of any recorded document on which such Title and Survey Objections, or any part thereof, are based. Notwithstanding anything to the contrary stated herein, Seller shall have no obligation to remove any “Title further rights or Survey Objections” obligations hereunder, except for liens and mortgages the provisions hereof that expressly survive the termination of an ascertainable amount created, assumed or caused by Seller (“Seller’s Liens”), and intervening encumbrances which are recorded after the Preliminary Title Report and Seller has expressly agreed to remove pursuant to the terms herein, which Seller’s Liens and such intervening encumbrances Seller shall cause to be released of record at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose)this Agreement. If Buyer fails to notify Seller in writing of any Title or Survey Objections its election within said period of timefive (5) day period, all Title or Survey Objections, if any, then Buyer shall be deemed waived, except Seller’s Liens to have made the election set forth in clause (x) above. The procedure set forth above shall not be deemed waived. If Buyer timely notifies Seller and Escrow Agent of apply to any Title or Survey Objections, the Closing Date may, at Seller’s sole option, to be exercised in a notice to Buyer delivered within ten (10) days of Seller’s receipt additional title matter which is reflected upon any update of the Title Report or Survey Obligations, be adjourned for a period of up delivered to thirty (30) days Buyer but which was not originally reflected in order to enable Seller to cure such Title Report or Survey Objections. If at (“New Title Matter”), except that the date to which Title Review Period for such New Title Matter shall be the five (5) day period after Buyer becomes aware of such New Title Matter (whether through an update of the Title Report or Survey, or otherwise), but in no event shall such review period extend beyond the Closing is adjourned Seller is unable or unwilling to remove such Title or Survey Objections, Buyer may:Date.