Common use of Title to Real Estate Clause in Contracts

Title to Real Estate. As soon as practical after the date hereof, but in any event no later than thirty (30) days after the date hereof, the Company, at its own expense, shall obtain and deliver to Purchaser, with respect to all real estate owned or held pursuant to a ground lease by the Company, or any Company Subsidiary or Tax Subsidiary, either (i) an owner's preliminary report of title covering a date subsequent to the date hereof, issued by Chicago Title Insurance Company or such other title insurance company accepted by Purchaser (such acceptance not to be unreasonably withheld), showing fee simple title in the Company or such Company Subsidiary or Tax Subsidiary, in such real estate or the appropriate leasehold interest of the Company or such Company Subsidiary or Tax Subsidiary, subject only to (A) the standard exceptions to title customarily contained in a policy on ALTA 1970 Owner's Form B; (B) liens of current state and local property taxes which are not delinquent or subject to penalty; and (C) liens and encumbrances as disclosed on Schedule 3.25(a) to the Company Disclosure Schedule, and restrictions and conditions of record that do not materially adversely affect the value or use of such real estate, or (ii) a commitment by the title insurance company currently insuring Company or Company Subsidiary's or Tax Subsidiary's title to the real estate owned or held pursuant to a ground lease to provide an endorsement to the current title policies changing the name of the insured to Purchaser at Closing; provided, however, (a) such commitments and title policies are subject only to the matters set forth in this Section 5.18; and (b) the effective date of such endorsement shall be subsequent to or contemporaneous with the Effective Time.

Title to Real Estate. (a) As soon as practical after the date hereofAgreement Date, but in any event no later than thirty forty-five (3045) days after the date hereofAgreement Date, the Company, at its own expense, Company shall obtain and deliver to PurchaserAcquiror, with respect to all interests in real estate property owned or held pursuant to a ground lease by the CompanyCompany and any of its Subsidiaries, or any Company Subsidiary or Tax Subsidiaryother than property carried as OREO, either (i) a commitment for an owner's preliminary report ’s title insurance policy and (ii) with respect to all interests in property leased by the Company and any of its Subsidiaries, a leasehold title covering a date subsequent to insurance policy (collectively, the date hereof“Title Commitments”), issued by Chicago a title company selected by the Company and reasonably acceptable to Acquiror (the “Title Insurance Company or such other title insurance company accepted by Purchaser (such acceptance not to be unreasonably withheldCompany”), showing fee simple title or a valid leasehold interest, as applicable, in the Company or such Company Subsidiary or Tax Subsidiary, one of its Subsidiaries in such real property with coverage over all standard exceptions and subject to no liens, mortgages, security interests, encumbrances or charges of any kind except for any Company Permitted Exceptions. The cost of obtaining any preliminary report of title discussed in this Section 5.14(a) shall be borne by the Company. With respect to property carried as OREO, the Company shall provide reasonably acceptable written proof of ownership by the Company and each of its Subsidiaries of such OREO property. (b) At the Closing, the Company shall obtain at its own expense and deliver to Acquiror, with respect to all interests in real property owned by the Company and each of its Subsidiaries, an owner’s title insurance policy or leasehold title insurance policy, as applicable (collectively, the “Title Insurance Policies”), or an irrevocable commitment to issue such a policy to Acquiror at no expense to Acquiror, dated as of the later of the Closing Date and the actual date of recording of the deed for such property, on ALTA Policy Form 2006, if available (if not available, then on Form B-1992), with respect to all interests in real property owned or leased, as applicable, by the Company and each of its Subsidiaries, other than property carried as OREO, issued by the Title Company, subject to only such exceptions as are Company Permitted Exceptions or have been otherwise accepted by Acquiror, containing any endorsements reasonably required by Acquiror, insuring the fee simple estate or the appropriate leasehold interest of the Company or one of its Subsidiaries in the such properties in the amount not less than the greater of (i) the appraised value of the property and (ii) the value at which the Company or its applicable Subsidiary or Tax Subsidiarycurrently carries the property on its books, subject only to the Company Permitted Exceptions. (Ac) Except for Company Permitted Exceptions, neither the standard exceptions Company nor any of its Subsidiaries shall voluntarily encumber any real property prior to title customarily contained in a policy on ALTA 1970 Owner's Form B; (B) liens the Closing Date. In the event that the Company cannot obtain any of current state the Title Insurance Policies, and local property taxes which are not delinquent or subject Acquiror has not, prior to penalty; and (C) liens and encumbrances as disclosed on Schedule 3.25(a) the Closing Date, given notice to the Company Disclosure Schedulethat Acquiror is willing to waive objection to each title exception which is not set forth in the applicable Title Commitment (each, a “New Encumbrance”), the Company shall discharge or remove each such New Encumbrance that can be discharged or removed by the payment of a liquidated sum of money. The Company shall use commercially reasonable efforts to discharge any New Encumbrance that cannot be discharged solely by the payment of a liquidated sum of money, unless such New Encumbrance is a Company Permitted Exception. The Company shall be entitled to postpone the Closing Date for up to thirty (30) days in the aggregate, in order to discharge any New Encumbrance which is not a Company Permitted Exception. If the Company has not discharged any New Encumbrance that is not a Company Permitted Exception and which cannot be discharged solely by the payment of a liquidated sum of money on or prior to the Closing Date (subject to any postponement in accordance with the preceding sentence), and restrictions and conditions if such New Encumbrance, in the sole determination of record that do not Acquiror, would reasonably be expected to (i) materially adversely affect interfere with the value use or use operation of such real estateproperty, or (ii) a commitment materially affect the fair market value of such real property, then Acquiror shall have the right to terminate this Agreement. (d) If the consent of any landlord is required for transfer or assignment of any lease by the title insurance company currently insuring Company or Company Subsidiary's or Tax Subsidiary's title to the real estate owned or held pursuant to a ground lease to provide an endorsement to the current title policies changing the name virtue of the insured to Purchaser at Contemplated Transactions, the Company shall obtain such required consents as soon as reasonably practicable after the Agreement Date, but in no event later than five (5) Business Days before the Closing; provided, however, (a) such commitments and title policies are subject only to the matters set forth in this Section 5.18; and (b) the effective date of such endorsement shall be subsequent to or contemporaneous with the Effective Time.

Title to Real Estate. As soon as practical after the date hereof, but in any event no later than thirty (30) days after the date hereof, the Company, at its own expense, shall obtain and deliver to Purchaser, with respect to all real estate owned or held pursuant to a ground lease by the Company, or any Company Subsidiary or Tax Subsidiary, either (i) an owner's preliminary report of title covering a date subsequent to the date hereof, issued by Chicago Title Insurance Company or such other title insurance company accepted by Purchaser (such acceptance not to be unreasonably withheld), showing fee simple title in the Company or such Company Subsidiary or Tax Subsidiary, in such real estate or the appropriate leasehold interest of the Company or such Company Subsidiary or Tax Subsidiary, subject only to (A) the standard exceptions to title customarily contained in a policy on ALTA 1970 Owner's Form B; (B) liens of current state and local property taxes which are not delinquent or subject to penalty; and (C) liens and encumbrances as disclosed on Schedule 3.25(a3.26(a) to the Company Disclosure Schedule, and restrictions and conditions of record that do not materially adversely affect the value or use of such real estate, or (ii) a commitment by the title insurance company currently insuring Company or Company Subsidiary's or Tax Subsidiary's title to the real estate owned or held pursuant to a ground lease to provide an endorsement to the current title policies changing the name of the insured to Purchaser at Closing; provided, however, (a) such commitments and title policies are subject only to the matters set forth in this Section 5.185.15; and (b) the effective date of such endorsement shall be subsequent to or contemporaneous with the Effective Time.