Title to the Real Property. (a) As a condition to the Closing, First American Title Insurance Company (in its capacity as title insurer, the “Title Company”) shall have irrevocably committed to insure Purchaser as the fee owner of the Real Property in the amount of the Purchase Price by issuance of an ALTA extended coverage owner’s title insurance policy (the “Owner’s Policy”), subject only to the “Permitted Exceptions” (as hereinafter defined). Purchaser shall satisfy itself prior to the expiration of the Due Diligence Period that the Title Company will be willing to issue the Owner’s Policy and any endorsements required by Purchaser at Closing. The issuance of a CLTA owner’s title insurance policy in the standard form issued by the Title Company in the State of California shall be a condition to Closing for Purchaser’s benefit, it being understood that the issuance of the ALTA extended coverage and endorsements to such policy shall not be such a condition to Closing. Seller shall execute the Title Company’s so-called customary “Owner’s Affidavit” in connection with the issuance of the Owner’s Policy and Purchaser’s requested endorsements.
(b) Seller has delivered to Purchaser a copy of a preliminary title report for an owner’s fee title insurance policy or policies with respect to the Real Property (the “Title Commitment”) from the Title Company, together with legible copies of each of the title exceptions noted therein. Purchaser may, at its sole cost and expense, obtain a survey of the Real Property (the “Survey”). If any exceptions(s) to title to the Real Property should appear in the Title Commitment or the Survey other than the “Permitted Exceptions” (as hereinafter defined) (such exception(s) being herein called, collectively, the “Unpermitted Exceptions”), subject to which Purchaser is unwilling to accept title, and Purchaser shall provide Seller with written notice (the “Title Objection Notice”) thereof no later than ten (10) Business Days prior to the expiration of the Due Diligence Period (the “Title Objection Notice Date”), then Seller, in its sole and absolute discretion, may undertake to eliminate the same subject to the terms and conditions of this Section 4.1. Purchaser waives any right Purchaser may have to advance, as objections to title or as grounds for Purchaser’s refusal to close this transaction, any Unpermitted Exception of which Purchaser does not notify Seller before the Title Objection Notice Date unless (i) such Unpermitted Exception was first raised by t...
Title to the Real Property. (a) Effective as of the Closing Date, but conditioned upon Closing and at Parent’s sole cost and expense, Title Company shall endorse each Title Policy to make such Title Policy effective as of the date of Closing and shall endorse each such Title Policy with a non-imputation endorsement in favor of Parent.
(b) In addition, Parent shall have the right to obtain from Title Company, at Parent’s expense such additional endorsements to the Title Policies and such additional liability protection as Parent may elect to obtain; provided, however, that Parent’s ability to obtain such title endorsements and such additional liability protection shall not be a condition precedent to Parent’s obligations hereunder and shall not extend or delay Closing. Parent shall be solely responsible for negotiating with Title Company with respect to the transfer and endorsement of each Title Policy and/or with respect to such title endorsements and/or such additional liability protection as may be requested by Parent, if any. With respect to each Property, the Company Parties will deliver to Parent a copy of any survey of the Property in its possession, without warranty, and Parent shall be solely responsible for, and shall assume the risk of, obtaining a survey (or updating the Company Parties’ survey) of such Property (each a “Survey”).
Title to the Real Property. Effective as of the Closing Date, but conditioned upon the Close of Escrow, Title Insurer shall issue to Purchaser for each Property Title Insurer’s 2006 A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (“Title Policy”), with the liability under the Title Policies to be in an aggregate amount equal of the Purchase Price, insuring the fee title in Real Property as vested in Purchaser subject only to the following matters affecting title (“Permitted Exceptions”).
(a) All general and special property taxes and assessments not yet delinquent, and all improvement and assessment bonds;
(b) Supplemental taxes, if any, assessed as a result of the sale of the Real Property and the Improvements by Seller to Purchaser;
(c) Subject to the provisions of Section 4.4 hereof, all liens, covenants, conditions, restrictions, easements, rights of way, and all other exceptions to title as referenced in the Title Commitments, except monetary liens and encumbrances (except as caused by Purchaser) which Seller shall remove at or prior to the Close of Escrow;
(d) Subject to Section 4.4 hereof, all exceptions to title disclosed by the Surveys (and any updates thereto) of the Real Property for the Title Policy (including, without limitation, easements, encroachments and zoning);
(e) Guests of the Hotels in the ordinary course of business and rights of parties in possession not shown by the public records, but only with respect to those which Purchaser has actual knowledge thereof prior to expiration of the Due Diligence Period or has consented to thereafter;
(f) Governmental laws, codes, ordinances and restrictions now or hereafter in effect so far as these affect the Real Property or any part thereof, including, without limitation, zoning ordinances (and amendments and additions relating thereto) and the Americans with Disabilities Act of 1990, as amended;
(g) Any exceptions created by Purchaser or its agents, employees and/or contractors, including without limitation, any exceptions arising by reason of the entry on the Real Property by Purchaser or by its agents, employees and/or contractors; and
(h) All preprinted exceptions and exclusions contained in the Title Policies not customarily removed upon receipt by the Title Company of its standard seller’s affidavit as to liens and possession through the Close of Escrow, to be provided by Seller. Purchaser shall have the right to obtain from Title Insurer such endorsements to the Title Policies and/or such additional ...
Title to the Real Property. EXTENSION OF THE CLOSING
7.1 Buyer's Review of Title. Seller has caused to be delivered to Buyer and Buyer's Counsel a current preliminary title commitment for title insurance issued by the Title Company showing the condition of title to the Real Property (the "Preliminary Title Report") together with a copy of all documents evidencing or creating the exceptions to title referenced therein.
Title to the Real Property. Upon transfer of the Real Property from the owners thereof to Company as provided in Section 3.7(b), Buyer will own good and marketable title to the Real Property, free and clear of any Encumbrances, other than liens for Taxes for the current tax year which are not yet due and payable ("Real Property Encumbrances"). On or before the Closing, true and complete copies of (A) all deeds, existing title insurance policies and surveys of or pertaining to the Real Property and (B) all instruments, agreements and other documents evidencing, creating or constituting any Real Property Encumbrances shall be delivered to Buyer.
Title to the Real Property. Borrower shall, and shall cause each Borrower Subsidiary to, warrant and defend (a) its title to the Real Property and every part thereof, subject only to Permitted Encumbrances and (b) the validity and priority of the Liens of the Mortgages, the Assignment of Leases and this Agreement on the Real Property, subject only to Permitted Encumbrances, in each case against the claims of all Persons whomsoever. Borrower shall, and shall cause each Borrower Subsidiary to, reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in the Real Property, other than as permitted hereunder, is claimed by another Person.
Title to the Real Property. Borrower will warrant and defend the title to the Real Property, and the validity and priority of all Liens granted or otherwise given to Lender under the Loan Documents, subject only to Permitted Encumbrances, against the claims of all Persons.
Title to the Real Property. Title to the Real Property shall be in the condition required by Section 3.2 and 3.4 of this Agreement, there shall be no new exceptions to title made between the effective date of the Title Report and the Closing Date, and the Title Company is ready, willing, and able to (a) issue a closing protection letter to Purchaser, at no additional cost to Purchaser, and (b) issue to Purchaser an owner’s policy of title insurance in a form and with all endorsements as approved by Purchaser as evidenced by the Title Report and subject only to Permitted Exceptions in the amount of the Purchase Price and Seller complies with all requirements set forth in the Title Report required by the Title Company of Seller for issuance of such title policy.
Title to the Real Property. Subject to the Permitted Encumbrances, Yuma is the fee simple owner of the Real Property related to the Yuma Site; Lubbock is the fee simple owner of the Lubbock Site; Royal Xxxxxxx is the fee simple owner of the Royal Xxxxxxx Site; Painted Hills is the fee simple owner of the Painted Hills Site; Cleveland is the fee simple owner of the Fox Meadow Site and the Weymouth Site; and Solon is the fee simple owner of the Signature Site.
Title to the Real Property. To the Sellers' Knowledge, the Assets are free and clear of all Encumbrances, except for (i) Permitted Encumbrances, (ii) the Encumbrances disclosed in the Disclosure Schedule and (iii) Encumbrances which do not have a Material Adverse Effect. The Sellers have delivered or made available to the Buyer all material title reports, title insurance policies, title commitments, title opinions and title abstracts relating to the Coastal Coal Real Property and Easements and the Coastal Coal WV Real Property and Easements (the "Title Information") which are in the possession and control of the Sellers. To Sellers' Knowledge, all Title Information is true and accurate except to the extent such inaccuracy would not have a Material Adverse Effect or as set forth in the Disclosure Schedule.
