Common use of Title to the Property Clause in Contracts

Title to the Property. (a) At Closing, Seller shall deliver to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with transfer tax paid at Seller’s expense, conveying to Buyer good, indefeasible, fee simple, marketable and insurable title to the Property, said title to be insurable both as to fee and marketability at regular rates by the Title Company, subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by Xxxxx (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period (collectively the “Permitted Exceptions”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall (i) provide full coverage against mechanics’ or materialmen’s liens, have full survey coverage; (ii) not take exception for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes which are not yet due and payable as of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentence. (b) The Property shall be conveyed by Seller to Buyer free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other matters affecting title except for the Permitted Exceptions (all of which, although permitted as exceptions to title if Closing occurs, shall be subject to the approval of Buyer, in its sole discretion, during the Due Diligence Period). (c) If in the opinion of Buyer or Xxxxx’s counsel, the Buyer’s title commitment or the Survey reveals anything that adversely affects the Property, or if Seller’s title to the Property fails to meet the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written notice to Seller prior to the expiration of the Due Diligence Period, either terminate this Agreement (as a Permitted Termination) or specify the title or survey defect(s). If Xxxxx specifies any such defect, Xxxxxx agrees to notify Xxxxx in writing within five (5) business days after Xxxxx’s notice of defect as to whether Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have the option (i) of taking title to the Property “as is” and consummating the Closing of the Property, (ii) of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating this Agreement at any time on or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, which shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at Closing.

Title to the Property. (a) A. At the Closing, Seller shall deliver convey to Buyer or its designee marketable and insurable fee simple title to the Real Property, the Appurtenances and the Improvements, by duly executed and acknowledged grant deed substantially in the form of attached Exhibit B (the “Deed”). As a special warranty deed in form and content reasonably satisfactory condition to Buyer’s counsel with transfer tax paid at Seller’s expenseobligation to consummate the purchase of the Property, conveying the Title Company shall issue to Buyer goodan ALTA Owner’s Policy of Title Insurance (2006 Form) in the amount of the Purchase Price (the “Title Policy”), indefeasibleat no more than the Title Company’s standard rates, insuring fee simple, marketable and insurable simple title to the Real Property, said title to be insurable both as to fee the Appurtenances and marketability at regular rates by the Title CompanyImprovements in Buyer or its designee, subject only to those matters specifically enumerated such exceptions as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by Xxxxx (by notice to Seller shall approve pursuant to Paragraph 2.4.3(c)Section 4(F) prior to the end of the Due Diligence Period below (collectively the “Permitted ExceptionsEncumbrances”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property Policy shall (i) provide full coverage against mechanics’ or and materialmen’s liens, have full survey coverage; (ii) not take exception for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes which are not yet due and payable as arising out of the Closing dateconstruction, repair or alteration of any of the Improvements including any tenant improvements therein and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender Buyer may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that require (the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentence. (b) The Property shall be conveyed by Seller to Buyer free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other matters affecting title except for the Permitted Exceptions (all of which, although permitted as exceptions to title if Closing occurs, shall be subject to the approval of Buyer, in its sole discretion, during the Due Diligence Period“Endorsements”). (c) If in B. At the opinion of Buyer or Xxxxx’s counselClosing, the Buyer’s title commitment or the Survey reveals anything that adversely affects the Property, or if Seller’s Seller shall transfer title to the Personal Property fails by a xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), such title to meet be free of any liens, encumbrances or interests. C. At the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written notice to Seller prior to the expiration of the Due Diligence Period, either terminate this Agreement (as a Permitted Termination) or specify the title or survey defect(s). If Xxxxx specifies any such defect, Xxxxxx agrees to notify Xxxxx in writing within five (5) business days after Xxxxx’s notice of defect as to whether Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Seller shall transfer the Intangible Property and any Service Contracts that Buyer shall have elects to assume hereunder by such instruments as Buyer may determine to be necessary, including, without limitation, an assignment in the option form of attached Exhibit D (i) of taking the “Assignment”), such title to the Property “as is” and consummating the Closing be free of the Propertyany liens, (ii) of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating this Agreement at any time on encumbrances or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, which shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at Closinginterests.

Title to the Property. (a) At Closing, Seller shall deliver convey to Buyer a special warranty deed in form Purchaser by bargain and content reasonably satisfactory to Buyersale deed, with covenants against grantor’s counsel with transfer tax paid at Seller’s expense, conveying to Buyer good, indefeasibleacts (the “Deed”), fee simple, marketable and insurable simple title to the Property, said title to be insurable both as to fee and marketability at regular rates by a title insurance company licensed to do business in the Title CompanyState of New Jersey, subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by Xxxxx (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period following liens, easements, restrictions, conditions or other encumbrances (collectively hereinafter referred to as the “Permitted ExceptionsEncumbrances”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall ): (ia) provide full coverage against mechanics’ or materialmen’s Such liens, have full survey coverage; easements, restrictions, conditions or other encumbrances as are listed in Exhibit C attached hereto and incorporated herein by this reference; (iib) not take exception General real estate taxes for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes the year of Closing which are not yet due and payable as payable; (c) Liens for municipal betterments which are assessed after the Effective Date and due after Closing; (d) Zoning regulations and municipal building restrictions, and all other laws, ordinances, regulations and restrictions of any duly constituted public authority enacted prior to the Closing Date provided the current use of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentence.Property complies with same; (be) The Such state of facts as an accurate survey or a physical inspection of the Property shall be conveyed may disclose provided such facts do not render title unmarketable; (f) Other covenants, easements and restrictions which do not materially and adversely affect the use of the Property as permitted by Seller zoning and related ordinances and laws on the date hereof, as well as grants to Buyer free utility and/or power companies, the rights of the public in sidewalks and clear of all liens, encumbrances, claims, abutting public rights-of-way, easements, leases, restrictions, restrictive covenants and other matters affecting title except for the Permitted Exceptions (all of which, although permitted as exceptions to title if Closing occurs, shall be subject easements given to the approval of Buyerpublic for water course maintenance, in its sole discretion, during the Due Diligence Period).slope rights or sight rights; (cg) If Standard exceptions set forth in the opinion form of Buyer or Xxxxx’s counsel, title insurance policy of the Buyer’s title commitment or the Survey reveals anything insurance company selected by Purchaser; and (h) Any other matter which would constitute a Title Objection (as defined in Section 3.2) that adversely affects the PropertyPurchaser waives, or if Seller’s title is deemed to have waived, pursuant to the Property fails to meet the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written notice to Seller prior to the expiration of the Due Diligence Period, either terminate this Agreement (as a Permitted Termination) or specify the title or survey defect(s). If Xxxxx specifies any such defect, Xxxxxx agrees to notify Xxxxx in writing within five (5) business days after Xxxxx’s notice of defect as to whether Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have the option (i) of taking title to the Property “as is” and consummating the Closing of the Property, (ii) of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating this Agreement at any time on or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, which shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at Closingfollowing subsections.

Title to the Property. (a) At the Closing, Seller shall deliver convey to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with transfer tax paid at Seller’s expense, conveying to Buyer good, indefeasible, fee simple, marketable and insurable fee simple title to the PropertyProperty by a duly executed and acknowledged grant, said title bargain, sale deed in a form acceptable to be insurable both as to fee Buyer and marketability at regular rates by the Title Company, Seller ("Deed") subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained expressly consented to by Buyer that are not objected to by Xxxxx (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period (collectively the “Permitted Exceptions”). The Evidence of delivery of marketable and insurable fee simple title shall be the issuance by Escrow’s title company (“Title Company”) to Buyer of an CLTA standard coverage owner’s policy of title insurance policy or policies in the amount of the Title Company Purchase Price, at Buyer’s sole cost and expense, insuring fee simple title to be issued at Closing in connection with conveyance of the Property in Buyer, subject only to the Permitted Exceptions (the “Title Policy”). The Title Policy shall (i) provide include without limitation full coverage against mechanics’ or and materialmen’s liens, have full survey coverage; (ii) not take exception for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes which are not yet due and payable as arising out of the Closing dateconstruction, repair or alteration of any of the Improvements including any tenant improvements therein and (iv) shall contain such other special endorsements as Buyer may reasonably require at Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits cost and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentenceexpense. (b) The Property following restriction shall be conveyed by Seller included in the Deed as required for Park, Trail & Natural Area (PTNA) using Southern Nevada Public Land Management Act (SNPLMA) funds: IT IS EXPRESSLY UNDERSTOOD AND AGREED that the conveyance of the property described herein to Buyer free and clear the City of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other matters affecting title except North Las Vegas is made for the Permitted Exceptions benefit of the people of the State of Nevada for the exclusive use as a public park, trail or natural area under Section 4(e)(3)(A)(iv) of the federal Southern Nevada Public Land Management Act of 1998, Public Law 105-263, 112 Stat. 2343, as amended. If the property described herein is not used or ceases to be used as a public park, trail, or natural area within ninety-nine (all 99) years from the date of whichthis conveyance, although permitted as exceptions to title if Closing occurs, shall be subject to any person or entity may enforce the approval terms of Buyer, this use restriction in its sole discretion, during the Due Diligence Period)a court of competent jurisdiction. (c) If in At the opinion of Buyer or Xxxxx’s counselClosing, the Buyer’s title commitment or the Survey reveals anything that adversely affects the Property, or if Seller’s Seller shall transfer title to the Property fails to meet the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written notice to Seller prior to the expiration of the Due Diligence Period, either terminate this Agreement (as a Permitted Termination) or specify the title or survey defect(s). If Xxxxx specifies any such defect, Xxxxxx agrees to notify Xxxxx in writing within five (5) business days after Xxxxx’s notice of defect as to whether Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have the option (i) of taking title to the Property “as is” and consummating the Closing of the Personal Property, (ii) if any, free and clear of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure sameany and all liens, (iii) of terminating this Agreement at any time on encumbrances or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, which shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured interests by a monetary payment, xxxx of making such payment at Closing sale in a form acceptable to Buyer and reducing by a like amount the cash due to Seller at Closing(“Xxxx of Sale”).

Title to the Property. (a) At Closing, Seller shall deliver convey to Buyer a special warranty deed in form Purchaser by bargain and content reasonably satisfactory to Buyersale deed, with covenants against grantor’s counsel with transfer tax paid at Seller’s expense, conveying to Buyer good, indefeasibleacts (the “Deed”), fee simple, marketable and insurable simple title to the Property, said title to be insurable both as to fee and marketability at regular rates by a title insurance company licensed to do business in the Title CompanyState of New Jersey, subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by Xxxxx (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period following liens, easements, restrictions, conditions or other encumbrances (collectively hereinafter referred to as the “Permitted ExceptionsEncumbrances”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall ): (ia) provide full coverage against mechanics’ or materialmen’s Such liens, have full survey coverage; easements, restrictions, conditions or other encumbrances as are listed in Exhibit C attached hereto and incorporated herein by this reference; (iib) not take exception General real estate taxes for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes the year of Closing which are not yet due and payable as (subject to adjustment provided in Section 4.1); (c) Liens for municipal betterments which are assessed after the Effective Date; (d) Zoning regulations and municipal building restrictions, and all other laws, ordinances, regulations and restrictions of any duly constituted public authority enacted prior to the Closing Date provided the current use of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentence.Property complies with same; (be) The Such state of facts as an accurate survey or a physical inspection of the Property shall be conveyed may disclose provided such facts do not render title unmarketable; (f) Other covenants, easements and restrictions which do not materially and adversely affect the use of the Property as permitted by Seller zoning and related ordinances and laws on the date hereof, as well as grants to Buyer free utility and/or power companies, the rights of the public in sidewalks and clear of all liens, encumbrances, claims, abutting public rights-of-way, easements, leases, restrictions, restrictive covenants and other matters affecting title except for the Permitted Exceptions (all of which, although permitted as exceptions to title if Closing occurs, shall be subject easements given to the approval of Buyerpublic for water course maintenance, in its sole discretion, during the Due Diligence Period).slope rights or sight rights; (cg) If Standard exceptions set forth in the opinion form of Buyer title insurance policy of the title insurance company selected by Purchaser; and (h) Any other matter which would constitute a Title Objection (as defined in Section 3.2) that Purchaser does not waive pursuant to the following subsections, provided that a nationally recognized title insurance company authorized to do business in New Jersey agrees (either at normal rates to be paid by Purchaser or Xxxxx’s counsel, at a special rate to be paid by Seller) that it will insure title free of such Title Objection or with affirmative insurance against the Buyer’s title commitment or the Survey reveals anything that adversely affects enforcement of such Title Objection against the Property, or if Seller’s title to the Property fails to meet the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written notice to Seller prior to the expiration of the Due Diligence Period, either terminate this Agreement (as a Permitted Termination) or specify the title or survey defect(s). If Xxxxx specifies any such defect, Xxxxxx agrees to notify Xxxxx in writing within five (5) business days after Xxxxx’s notice of defect as to whether Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have the option (i) of taking title to the Property “as is” and consummating the Closing of the Property, (ii) of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating this Agreement at any time on or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, which shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at Closing.

Title to the Property. (a) At the Closing, Seller Owner shall deliver to Buyer Highwoods a special warranty deed in form and content reasonably satisfactory to Buyer’s Highwoods' counsel and customarily used in South Carolina for transactions of the type described herein with transfer tax recording fees paid at Seller’s expenseHighwoods' expense (and documentary stamps paid by Owner), conveying to Buyer Highwoods a good, indefeasible, fee simple, marketable simple and insurable title to the PropertyLand, its appurtenances and Improvements, said title to be insurable both as to fee and marketability at regular rates by a title insurance company of Highwoods' choice (the "Title Company"), subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by Xxxxx (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period (collectively the “Permitted Exceptions”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall (i) provide full coverage against mechanics’ or materialmen’s liens, have full survey coverage; (ii) not take exception for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes which are not yet due and payable as of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (ia) through (ivf) of this Section 6.01 ("Permitted Exceptions"); provided, any real property shown on the Surveys within the boundary lines of the Land not described in the previous sentence. (b) The Property deeds of conveyance to Owner shall be conveyed by Seller Owner to Buyer free and clear Highwoods by quitclaim deed rather than the special warranty deed descried above. Within fifteen (15) days of all liensthe date hereof, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other matters affecting Highwoods shall obtain a current title except insurance commitment for the Permitted Exceptions Land issued by the Title Company (all of which, although permitted as exceptions to title if Closing occurs, which shall be subject to selected by Highwoods) showing the approval condition of Buyer, in its sole discretion, during the Due Diligence Period). (c) If in the opinion of Buyer or Xxxxx’s counsel, the Buyer’s title commitment or the Survey reveals anything that adversely affects the Property, or if Seller’s title to the Property fails to meet the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written notice to Seller prior to the expiration of the Due Diligence Period, either terminate this Agreement Land (as a Permitted Termination) or specify the title or survey defect(s"Title Report"). If Xxxxx specifies Highwoods disapproves of any such defectmatter of title contained in the Title Report, Xxxxxx agrees Highwoods may then elect to notify Xxxxx in writing within five provide, no later than the fifth (55th) business days day after Xxxxx’s its receipt of the Title Report, written notice of defect as to whether Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have the option (i) of taking title to the Property “as is” and consummating the Closing Highwoods' disapproval of the Property, same to Owner (ii) of extending those disapproved title matters as so identified by Highwoods are hereafter called the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating this Agreement at any time on or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, which shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at Closing."Disapproved Exceptions"

Title to the Property. (a) At Closing, Seller shall deliver to Buyer a special warranty deed in form Good and content reasonably satisfactory to Buyer’s counsel with transfer tax paid at Seller’s expense, conveying to Buyer good, indefeasible, marketable fee simple, marketable and insurable simple record title to the Property, said title to be insurable both as to fee Land and marketability at regular rates by the Title Company, subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by Xxxxx (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period (collectively the “Permitted Exceptions”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall (i) provide full coverage against mechanics’ or materialmen’s liens, have full survey coverage; (ii) not take exception for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes which are not yet due and payable as of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentence. (b) The Property Improvements shall be conveyed by Seller to Buyer Purchaser by Grant Deed, free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other encumbrances whatsoever, excepting only the matters affecting set forth on Exhibit "C" attached hereto (hereinafter referred to as the "Permitted Exceptions"). (a) Purchaser has obtained from United Title Company (herein referred to as "Title Company") its commitment (hereinafter referred to as the "Title Commitment") to issue to Purchaser upon the recording of the Grant Deed conveying title to the Land and Improvements from Seller to Purchaser, the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, an ALTA owner's policy of title insurance, in the amount of the Purchase Price, insuring good and marketable fee simple record title to the Land and Improvements to be in Purchaser without exception (including any standard exception) except for the Permitted Exceptions Exceptions, which contains the following endorsements to the extent the same are available in the State of California: comprehensive, zoning, covenants and restrictions, creditor's rights, survey, and access (all of whichprovided, although permitted as exceptions to title if Closing occurs, however that Purchaser shall be subject solely responsible for the portion of the premium charged by the Title Company in order to upgrade the title policy from a CLTA policy to an ALTA policy and the cost of any premiums charged by Title Company in connection with any and all such endorsements). The title policy issued pursuant to the approval Title Commitment shall not contain any exception for mechanic's or materialmen's liens or any exception for unpaid taxes other than an exception for taxes for 2004 and subsequent years not yet due or payable. The title policy issued pursuant to the Title Commitment shall not contain any exception for rights of Buyerparties in possession other than an exception for the rights of the Tenants (as hereinafter defined), as tenants only, under the Leases. The title policy issued pursuant to the Title Commitment shall not contain an exception for the state of facts which would be disclosed by a survey of the Property or an "area and boundaries" exception, and in its sole discretionlieu thereof, during the Due Diligence PeriodTitle Commitment shall contain an exception only for the matters shown on the current as-built survey to be provided by Seller to Purchaser in accordance with Paragraph 9(g) hereof. The title policy issued pursuant to the Title Commitment shall also contain such other special endorsements as Purchaser shall reasonably require (the "Endorsements"). Purchaser has delivered to Seller a true and complete copy of the Title Commitment. (cb) If in Purchaser has also received Seller's most recent survey of the opinion of Buyer or Xxxxx’s counselProperty prepared by Dubron & Associates, dated September 24, 1999, last revised August 7, 2000, which shows that the Buyer’s title commitment or the Survey reveals anything that adversely affects the PropertyProperty contains 893 parking spaces. From time to time, or if Seller’s title Purchaser may request an update to the Property fails to meet effective date of such Title Commitment or may update the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written date of the survey and give notice to Seller prior of all defects or objections appearing subsequent to the expiration effective date of the Due Diligence Period, either terminate this Agreement Title Commitment (as a Permitted Terminationor previous update thereof) or specify survey, as the title or survey defect(scase may be (including any reduction of parking spaces). If Xxxxx specifies any such defect, Xxxxxx Seller agrees to notify Xxxxx cause the satisfaction and release of the monetary encumbrances on the Property in writing favor of Fremont Investment and Loan and South Xxxxxxx Investment Corporation. All matters disclosed by an updated Title Commitment and/or survey and not objected to by Purchaser within five (5) business days after Xxxxx’s notice receipt of defect as such updates shall be deemed to whether be additional "Permitted Exceptions"; provided, however, encumbrances created by Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) in violation of this Agreement, taxes due and payable prior to Closing, Buyer and any mortgages, deeds of trust, mechanic's or materialmen's liens and other such monetary encumbrances shall in no event be deemed to be Permitted Exceptions. Seller shall have five (5) days after receipt of such notice of title defects or objections from Purchaser to advise Purchaser in writing which of such title defects or objections Seller does not intend to satisfy or cure; provided, however. Seller hereby agrees that Seller shall satisfy or cure prior to Closing any such defects or objections consisting of encumbrances created by Seller in violation of this Agreement, any taxes due and payable prior to Closing, and any mortgages, deeds of trust, mechanic's or materialmen's liens and other such monetary encumbrances. In the option event Seller fails to give such written advice to Purchaser within such five (5) day period, Seller shall be deemed to have agreed to satisfy or cure all such defects or objections set forth in Purchaser's notice. If Seller shall advise Purchaser in writing that Seller does not intend to satisfy or cure any specific encumbrances which Seller is not obligated to satisfy or cure under the second preceding sentence, Purchaser may elect either (a) to terminate this Agreement by written notice to Seller, in which event the Xxxxxxx Money shall be immediately refunded to Purchaser and this Agreement shall be of no further force or effect and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder, except for the obligations hereunder which expressly survive termination, or (b) to accept title subject to such specific encumbrances, in which case such specific encumbrances shall become additional "Permitted Exceptions". Seller shall have until Closing to satisfy or cure all such defects and objections which Seller agreed (or is deemed to have agreed) to satisfy or cure as provided above. In the event Seller fails or refuses to cure any defects and objections which are required herein to be satisfied or cured by Seller prior to the Closing, then (i) of taking title to the Property “as is” and consummating the Closing of the Property, (ii) of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating Purchaser may terminate this Agreement at any time on or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, in which event the Xxxxxxx Money shall be a Permitted Termination as set forth hereinimmediately refunded to Purchaser, and this Agreement shall be of no further force and effect and Purchaser and Seller shall have no further rights, obligations or (iv) if liabilities hereunder, except for the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at Closingobligations which expressly survive termination.

Title to the Property. (a) At Closing, Seller shall deliver to Buyer a special warranty deed in form Good and content reasonably satisfactory to Buyer’s counsel with transfer tax paid at Seller’s expense, conveying to Buyer good, indefeasible, marketable fee simple, marketable and insurable simple record title to the Property, said title to be insurable both as to fee Land and marketability at regular rates by the Title Company, subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by Xxxxx (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period (collectively the “Permitted Exceptions”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall (i) provide full coverage against mechanics’ or materialmen’s liens, have full survey coverage; (ii) not take exception for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes which are not yet due and payable as of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentence. (b) The Property Improvements shall be conveyed by Seller to Buyer Purchaser by Grant Deed and leasehold title shall be conveyed by the free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other encumbrances whatsoever, excepting only the matters affecting set forth on Exhibit "C" attached hereto (hereinafter referred to as the "Permitted Exceptions"). (a) Purchaser has obtained from New Century Title Company (herein referred to as "Title Company") its commitment (hereinafter referred to as the "Title Commitment") to issue to Purchaser upon the recording of both the Grant Deed conveying title to the Land and Improvements from Seller to Purchaser and the assignment of the Ground Leases, the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, an ALTA owner's policy of title insurance, in the amount of the Purchase Price, insuring good and marketable fee simple record title to the Land and Improvements and leasehold interest in the Ground Leases to be in Purchaser without exception (including any standard exception) except for the Permitted Exceptions Exceptions, which contains the following endorsements to the extent the same are available in the State of California: comprehensive, zoning, covenants and restrictions, creditor's rights, survey, and access (all of whichprovided, although permitted as exceptions to title if Closing occurs, however that Purchaser shall be subject solely responsible for the portion of the premium charged by the Title Company in order to upgrade the title policy from a CLTA policy to an ALTA policy and the cost of any premiums charged by Title Company in connection with any and all such endorsements). The title policy issued pursuant to the approval Title Commitment shall not contain any exception for mechanic's or materialmen's liens or any exception for unpaid taxes other than an exception for taxes for 2004 and subsequent years not yet due or payable. The title policy issued pursuant to the Title Commitment shall not contain any exception for rights of Buyerparties in possession other than an exception for the rights of the Tenants (as hereinafter defined), in its sole discretionas tenants only, during under the Due Diligence PeriodLeases. The title policy issued pursuant to the Title Commitment shall also contain such other special endorsements as Purchaser shall reasonably require (the "Endorsements"). Purchaser has delivered to Seller a true and complete copy of the Title Commitment. (cb) If in the opinion Purchaser has also received Seller's most recent surveys of Buyer or Xxxxx’s counsel, the Buyer’s title commitment or the Survey reveals anything that adversely affects the Property. From time to time, or if Seller’s title Purchaser may request an update to the Property fails to meet effective date of such Title Commitment or may update the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written date of the survey and give notice to Seller prior of all defects or objections appearing subsequent to the expiration effective date of the Due Diligence Period, either terminate this Agreement Title Commitment (as a Permitted Terminationor previous update thereof) or specify survey, as the title or survey defect(scase may be (including any reduction of parking spaces). If Xxxxx specifies any such defect, Xxxxxx Seller agrees to notify Xxxxx cause the satisfaction and release of the monetary encumbrances on the Property in writing favor of Istar Financial. All matters disclosed by an updated Title Commitment and/or survey and not objected to by Purchaser within five (5) business days after Xxxxx’s notice receipt of defect as such updates shall be deemed to whether be additional "Permitted Exceptions"; provided, however, encumbrances created by Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) in violation of this Agreement, taxes due and payable prior to Closing, Buyer and any mortgages, deeds of trust, mechanic's or materialmen's liens and other such monetary encumbrances shall in no event be deemed to be Permitted Exceptions. Seller shall have five (5) days after receipt of such notice of title defects or objections from Purchaser to advise Purchaser in writing which of such title defects or objections Seller does not intend to satisfy or cure; provided, however, Seller hereby agrees that Seller shall satisfy or cure prior to Closing any such defects or objections consisting of encumbrances created by Seller in violation of this Agreement, any taxes due and payable prior to Closing, and any mortgages, deeds of trust, mechanic's or materialmen's liens and other such monetary encumbrances. In the option event Seller fails to give such written advice to Purchaser within such five (5) day period, Seller shall be deemed to have agreed to satisfy or cure all such defects or objections set forth in Purchaser's notice. If Seller shall advise Purchaser in writing that Seller does not intend to satisfy or cure any specific encumbrances which Seller is not obligated to satisfy or cure under the second preceding sentence, Purchaser may elect either (a) to terminate this Agreement by written notice to Seller, in which event the Xxxxxxx Money shall be immediately refunded to Purchaser and this Agreement shall be of no further force or effect and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder, except for the obligations hereunder which expressly survive termination, or (b) to accept title subject to such specific encumbrances, in which case such specific encumbrances shall become additional "Permitted Exceptions". Seller shall have until Closing to satisfy or cure all such defects and objections which Seller agreed (or is deemed to have agreed) to satisfy or cure as provided above. In the event Seller fails or refuses to cure any defects and objections which are required herein to be satisfied or cured by Seller prior to the Closing, then (i) of taking title to the Property “as is” and consummating the Closing of the Property, (ii) of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating Purchaser may terminate this Agreement at any time on or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, in which event the Xxxxxxx Money shall be a Permitted Termination as set forth hereinimmediately refunded to Purchaser, and this Agreement shall be of no further force and effect and Purchaser and Seller shall have no further rights, obligations or (iv) if liabilities hereunder, except for the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at Closingobligations which expressly survive termination.

Title to the Property. (a) At the Closing, Seller the Transferors shall deliver convey to Buyer a special warranty deed in form and content reasonably satisfactory to Buyer’s counsel with transfer tax paid at Seller’s expense, conveying to Buyer good, indefeasible, Transferee fee simple, marketable and insurable simple title to the Property, said title Real Property and the Improvements pursuant to be insurable both as to fee and marketability at regular rates by one or more grant deeds (the Title Company"Grant Deeds") in the form of Exhibit D attached hereto, subject only to those matters specifically enumerated as the Existing Loans and the other exceptions to title exceptions approved by Transferee in the title insurance commitment obtained by Buyer that are not objected to by Xxxxx (by notice to Seller pursuant to Paragraph 2.4.3(c)) writing prior to the end Title Notification Date (as defined below) (collectively, the "Permitted Exceptions"). Evidence of delivery of fee simple title shall be the issuance to Transferee at Closing by Title Company of its ALTA Owner's Extended Coverage Policy of Title Insurance in the amount of the Due Diligence Period Agreed Value insuring fee simple title to the Real Property, the Appurtenances and the Improvements in Transferee, subject only to the Permitted Exceptions (collectively the “Permitted Exceptions”"Title Policy"). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property Policy shall (i) provide full coverage against mechanics’ or ' and materialmen’s liens, have full survey coverage; (ii) not take exception for parties in possession other than Buyer; (iii) not take exception for any taxes or 's liens other than future taxes which are not yet due and payable as arising out of the Closing dateconstruction, repair or alteration of any of the Improvements, including any tenant improvements therein, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender Transferee may reasonably require (the "Endorsements"). The Title Company shall also provide for reinsurance with direct access to the reinsurers and in such amounts as Transferee may require. Buyer The Transferors shall deliver such affidavits execute an "Owner's Affidavit" in form reasonably satisfactory to the Transferors to support the issuance of the Title Policy. The Transferors shall have the right, at the Transferors' sole cost and other documentation as may be reasonably necessary expense, to ensure obtain their own policy of title insurance, provided that the Title Company can issue title insurance policies providing issuance of such policy shall not constitute a condition to the coverages described in (i) through (iv) in the previous sentenceTransferors' obligations hereunder. (b) The Property At the Closing, the Transferors shall be conveyed by Seller transfer title to Buyer free and clear of all liensthe Personal Property, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other matters affecting title except for the Permitted Exceptions (all of which, although permitted as exceptions to title if Closing occurs, shall be subject to the approval Existing Loans, by one or more warranty bills of Buyersale in the form attached hereto as Exhibit E (the "Bills of Sale"), in its sole discretionsuch title to be free of any liens, during encumbrances or interests other than the Due Diligence Period)Permitted Exceptions. (c) If in At the opinion of Buyer or Xxxxx’s counselClosing, the Buyer’s title commitment or the Survey reveals anything that adversely affects the Property, or if Seller’s Transferors shall transfer title to the Property fails Intangible Property, subject to meet the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer mayExisting Loans, by giving written notice to Seller prior to one or more assignments of Intangible Property in the expiration form attached hereto as Exhibit F (the "Assignments of Intangible Property") and one or more assignments of the Due Diligence PeriodLeases in the form attached hereto as Exhibit G (the "Assignments of Leases"), either terminate this Agreement (as a Permitted Termination) or specify the title or survey defect(s). If Xxxxx specifies any such defect, Xxxxxx agrees to notify Xxxxx in writing within five (5) business days after Xxxxx’s notice of defect as to whether Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) prior to Closing, Buyer shall have the option (i) of taking title to be free of any liens, encumbrances or interests other than the Property “as is” and consummating the Closing of the Property, (ii) of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating this Agreement at any time on or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, which shall be a Permitted Termination as set forth herein, or (iv) if the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at ClosingExceptions.

Title to the Property. (a) At Closing, Seller shall deliver to Buyer a special warranty deed in form Good and content reasonably satisfactory to Buyer’s counsel with transfer tax paid at Seller’s expense, conveying to Buyer good, indefeasible, marketable fee simple, marketable and insurable simple record title to the Property, said title to be insurable both as to fee Land and marketability at regular rates by the Title Company, subject only to those matters specifically enumerated as title exceptions in the title insurance commitment obtained by Buyer that are not objected to by Xxxxx (by notice to Seller pursuant to Paragraph 2.4.3(c)) prior to the end of the Due Diligence Period (collectively the “Permitted Exceptions”). The title insurance policy or policies of the Title Company to be issued at Closing in connection with conveyance of the Property shall (i) provide full coverage against mechanics’ or materialmen’s liens, have full survey coverage; (ii) not take exception for parties in possession other than Buyer; (iii) not take exception for any taxes or liens other than future taxes which are not yet due and payable as of the Closing date, and (iv) shall contain such other special endorsements as Buyer’s counsel or its lender may reasonably require. Buyer shall deliver such affidavits and other documentation as may be reasonably necessary to ensure that the Title Company can issue title insurance policies providing the coverages described in (i) through (iv) in the previous sentence. (b) The Property Improvements shall be conveyed by Seller to Buyer Purchaser by Grant Deed, free and clear of all liens, encumbrances, claims, rights-of-way, easements, leases, restrictions, restrictive covenants and other encumbrances whatsoever, excepting only the matters affecting set forth on Exhibit "C" attached hereto (hereinafter referred to as the "Permitted Exceptions"). (a) Purchaser has obtained from United Title Company (herein referred to as "Title Company") its commitment (hereinafter referred to as the "Title Commitment") to issue to Purchaser upon the recording of the Grant Deed conveying title to the Land and Improvements from Seller to Purchaser, the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, an ALTA owner's policy of title insurance, in the amount of the Purchase Price, insuring good and marketable fee simple record title to the Land and Improvements to be in Purchaser without exception (including any standard exception) except for the Permitted Exceptions Exceptions, which contains the following endorsements to the extent the same are available in the State of California: comprehensive, zoning, covenants and restrictions, creditor's rights, survey, and access (all of whichprovided, although permitted as exceptions to title if Closing occurs, however that Purchaser shall be subject solely responsible for the portion of the premium charged by the Title Company in order to upgrade the title policy from a CLTA policy to an ALTA policy and the cost of any premiums charged by Title Company in connection with any and all such endorsements). The title policy issued pursuant to the approval Title Commitment shall not contain any exception for mechanic's or materialmen's liens or any exception for unpaid taxes other than an exception for taxes for 2004 and subsequent years not yet due or payable. The title policy issued pursuant to the Title Commitment shall not contain any exception for rights of Buyerparties in possession other than an exception for the rights of the Tenants (as hereinafter defined), as tenants only, under the Leases. The title policy issued pursuant to the Title Commitment shall not contain an exception for the state of facts which would be disclosed by a survey of the Property or an "area and boundaries" exception, and in its sole discretionlieu thereof, during the Due Diligence PeriodTitle Commitment shall contain an exception only for the matters shown on the current as-built survey to be provided by Seller to Purchaser in accordance with Paragraph 9(g) hereof. The title policy issued pursuant to the Title Commitment shall also contain such other special endorsements as Purchaser shall reasonably require (the "Endorsements"). Purchaser has delivered to Seller a true and complete copy of the Title Commitment. (cb) If in Purchaser has also received Seller's most recent survey of the opinion of Buyer or Xxxxx’s counselProperty prepared by Dubron & Associates, dated September 24, 1999, last revised August 7, 2000, which shows that the Buyer’s title commitment or the Survey reveals anything that adversely affects the PropertyProperty contains 893 parking spaces. From time to time, or if Seller’s title Purchaser may request an update to the Property fails to meet effective date of such Title Commitment or may update the foregoing requirements, or contains defects or exceptions not approved by Buyer, then Buyer may, by giving written date of the survey and give notice to Seller prior of all defects or objections appearing subsequent to the expiration effective date of the Due Diligence Period, either terminate this Agreement Title Commitment (as a Permitted Terminationor previous update thereof) or specify survey, as the title or survey defect(scase may be (including any reduction of parking spaces). If Xxxxx specifies any such defect, Xxxxxx Seller agrees to notify Xxxxx cause the satisfaction and release of the monetary encumbrances on the Property in writing favor of Fremont Investment and Loan and South Xxxxxxx Investment Corporation. All matters disclosed by an updated Title Commitment and/or survey and not objected to by Purchaser within five (5) business days after Xxxxx’s notice receipt of defect as such updates shall be deemed to whether be additional "Permitted Exceptions"; provided, however, encumbrances created by Seller will attempt to cure such defect(s). If Seller fails to cure such defect(s) in violation of this Agreement, taxes due and payable prior to Closing, Buyer and any mortgages, deeds of trust, mechanic's or materialmen's liens and other such monetary encumbrances shall in no event be deemed to be Permitted Exceptions. Seller shall have five (5) days after receipt of such notice of title defects or objections from Purchaser to advise Purchaser in writing which of such title defects or objections Seller does not intend to satisfy or cure; provided, however, Seller hereby agrees that Seller shall satisfy or cure prior to Closing any such defects or objections consisting of encumbrances created by Seller in violation of this Agreement, any taxes due and payable prior to Closing, and any mortgages, deeds of trust, mechanic's or materialmen's liens and other such monetary encumbrances. In the option event Seller fails to give such written advice to Purchaser within such five (5) day period, Seller shall be deemed to have agreed to satisfy or cure all such defects or objections set forth in Purchaser's notice. If Seller shall advise Purchaser in writing that Seller does not intend to satisfy or cure any specific encumbrances which Seller is not obligated to satisfy or cure under the second preceding sentence, Purchaser may elect either (a) to terminate this Agreement by written notice to Seller, in which event the Xxxxxxx Money shall be immediately refunded to Purchaser and this Agreement shall be of no further force or effect and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder, except for the obligations hereunder which expressly survive termination, or (b) to accept title subject to such specific encumbrances, in which case such specific encumbrances shall become additional "Permitted Exceptions". Seller shall have until Closing to satisfy or cure all such defects and objections which Seller agreed (or is deemed to have agreed) to satisfy or cure as provided above. In the event Seller fails or refuses to cure any defects and objections which are required herein to be satisfied or cured by Seller prior to the Closing, then (i) of taking title to the Property “as is” and consummating the Closing of the Property, (ii) of extending the Closing for a reasonable period of time to enable Seller to cure such deficiency if Seller is attempting to cure same, (iii) of terminating Purchaser may terminate this Agreement at any time on or prior to the last date for Closing specified in this Agreement, by written notice thereof to Seller, in which event the Xxxxxxx Money shall be a Permitted Termination as set forth hereinimmediately refunded to Purchaser, and this Agreement shall be of no further force and effect and Purchaser and Seller shall have no further rights, obligations or (iv) if liabilities hereunder, except for the defect is a lien that can be cured by a monetary payment, of making such payment at Closing and reducing by a like amount the cash due to Seller at Closingobligations which expressly survive termination.