Title Insurance and Surveys At the Closing, Lawyer’s Title Insurance Company (the “Title Company”) shall have delivered to Buyer policies of title insurance, or an irrevocable commitment to issue such policies, in accordance with the following: (a) an owner’s title insurance policy with respect to the Owned Property (exclusive of the IDS Site), insuring that Buyer has good and marketable fee simple title in and to each parcel of Owned Property together with all rights, easements and privileges appurtenant thereto (exclusive of the IDS Site) and (b) a leasehold title insurance policy with respect to the Leased Property, insuring that Buyer has good and marketable leasehold title in and to each parcel of Leased Property together with all rights, easements and privileges appurtenant thereto, in each case free and clear of all Encumbrances other than Permitted Encumbrances (collectively, the “Title Policies”). The Title Policies shall contain such endorsements and affirmative coverages as Buyer shall identify on Schedule 7.7 attached hereto and, with respect to title matters and surveys not provided to Buyer as of the date hereof, such additional endorsements and affirmative coverages as Buyer shall reasonably request in writing. Seller shall provide all such affidavits, indemnities (in respect of title), memoranda, assignments, documents and information, whether from Seller or other Persons, in such form as Seller shall reasonably approve and as the Title Company reasonably shall require in order to (i) issue the Title Policies with the coverage required herein, (ii) omit from the Title Policies standard title objections customarily omitted on the basis of title affidavits and documentation delivered by Seller (including, without limitation, exceptions as to parties in possession and liens for work performed at the property), and (iii) evidence Seller’s authority, and the authority of the Person or Persons executing the conveyance documents on behalf of Seller, to consummate the transactions with respect to the Facilities. Buyer shall bear the cost of the title premiums for such Title Policies and Seller shall bear the cost of obtaining and recording such memoranda of leases, lease assignments and other documents as are required by the Title Company in order to issue the Title Policies with the coverages and endorsements required herein. Buyer, at Seller’s expense shall have received a current survey from Professional Engineering Corporation, in a form reasonably acceptable to Buyer, of the Facility located in McAlester, Oklahoma, or such portion thereof, as deemed advisable by Buyer in its sole discretion, certified to Buyer, Buyer’s lender and the Title Company (the “Oklahoma Survey”). Seller shall have delivered to Buyer a survey of the Wichita Site prepared by Professional Engineering Corporation, dated not more than thirty (30) days prior to the Closing, certified to Buyer, Buyer’s lender, the Title Company and such other parties as Buyer may designate (the “Wichita Survey”; together with the Oklahoma Survey, the “Surveys”). Each Survey shall comply with the minimum detail requirements for land title surveys as adopted by the American Land Title Association and the American Congress on Surveying and Mapping. Neither the Wichita Survey nor any other Survey shall disclose (x) Encumbrances other than Permitted Encumbrances, (y) material shortages in area or conflicts or discrepancies in boundary lines or (z) uninsurable encroachments of improvements, facilities or other structures across or over boundary lines, easement areas or rights-of-way.
Title Insurance and Survey (a) Buyer shall notify Seller in writing (the “Title Notice”) no later than 5:00 p.m. (Central Time) on November 25, 2014 (the “Title Notice Deadline”) as to which matters, if any, within the Title Commitment, the Survey and any Updated Survey are not acceptable to Buyer (individually, a “Disapproved Title Matter”). Any matter within the Title Commitment, the Survey, any Updated Survey, and any matter that would be disclosed by a current, accurate survey of the Property that Buyer fails to so disapprove in a Title Notice delivered prior to the Title Notice Deadline 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 one (1) Business Day 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 one (1) 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, at its option, of a written commitment from the Title Company to issue the Title Policy or an endorsement thereto reasonably satisfactory to Buyer as of the Closing and insuring Buyer against any Disapproved Title Matter (or any “Additional Title Matter” as defined below) shall be deemed a removal thereof 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 have two (2) Business Days from the earlier 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 in any case not later than 5:00 p.m. (Central Time) on December 1, 2014), 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 Xxxxxxx Money, and Seller and Buyer shall have no further rights or obligations hereunder, except for the provisions hereof that expressly survive termination of this Agreement. If Buyer fails to notify Seller in writing of its election within said two (2) Business Days period, then Buyer shall be deemed to have made the election set forth in clause (x) above.
PAYMENT OF CLOSING COSTS In addition to the costs set forth in Paragraphs 3.1 and 3.2, Purchaser and Seller shall each pay for one-half of the costs of the documentary or transfer stamps to be paid with reference to the "Deed" (hereinafter defined) and all other stamps, intangible, transfer, documentary, recording, sales tax and surtax imposed by law with reference to any other sale documents delivered in connection with the sale of the Property to Purchaser and all other charges of the Title Insurer in connection with this transaction.
Title Policy Seller shall furnish to Buyer at ❑ Seller’s ❑ Xxxxx’s expense an owner policy of title insurance (Title Policy) issued by (Title Company) in the amount of the Sales Price, dated at or after closing, insuring Buyer against loss under the provisions of the Title Policy, subject to the promulgated exclusions (including existing building and zoning ordinances) and the following exceptions:
Title Policies The Title Company shall be prepared, -------------- subject only to payment of the applicable premium, endorsement and related fees and delivery of all conveyance documents in recordable form, to issue a title insurance policy to Purchaser, subject only to the Permitted Encumbrances, in accordance with Section 3.3. -----------
Closing Costs and Prorations Taxes and assessments for the current year, if any, shall be prorated between the prior owner of the Personal Property and Buyer as of the date of closing. Seller shall pay one-half (½) of Closing Agent’s closing and escrow fees. Buyer shall pay one-half (½) of Closing Agent’s closing and escrow fees. In addition, Buyer shall pay all other closing costs, including but not limited to: (1) recording fees for the cost of recording the State Deed; (2) the cost for any title insurance purchased at Buyer’s option; (3) lender fees, if any, together with all associated recording fees, if any; and (4) any other cost, fee, or expense which may be reasonably required in order for the transaction to close.
Environmental Assessments Foreclose on or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property or foreclose on any commercial real estate if such environmental assessment indicates the presence of a Hazardous Substance in amounts which, if such foreclosure were to occur, would be material.
Title Insurance Policies The Borrower will deliver to the Administrative Agent a policy of title insurance (or marked-up title insurance commitment or title proforma having the effect of a policy of title insurance) (a “Title Policy”) insuring the Lien of such Mortgage as a valid first mortgage or deed of trust Lien on the Mortgaged Property described therein in an amount not less than the estimated fair market value of such Mortgaged Property as reasonably determined by the Borrower, which Title Policy shall (A) be issued by a nationally-recognized title insurance company reasonably acceptable to the Administrative Agent (the “Title Company”), (B) include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (C) be supplemented by a “tie-in” or “aggregation” endorsement, if available under applicable law, and such other endorsements as may reasonably be requested by the Administrative Agent (including (to the extent available in the applicable jurisdiction and/or with respect to the Mortgaged Property, in each case, on commercially reasonable terms) endorsements on matters relating to usury, first loss, zoning, contiguity, revolving credit, doing business, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, and so-called comprehensive coverage over covenants and restrictions) if available under applicable law at commercially reasonable rates and (D) contain no other exceptions to title other than Permitted Liens and other exceptions acceptable to the Administrative Agent in its reasonable discretion;
Title Insurance Policy In all cases, the Seller undertakes to remove any encumbrance that will materially interfere with the procurement of a title insurance policy or financing necessary for the purchase of the Property, whether the same is included in the above enumeration or not. Further, the Seller undertakes to, in good faith, cooperate with and assist the Buyer fully in obtaining a title insurance policy. The Seller shall be obligated to take all legal and reasonably necessary action in order to procure such title insurance policy but shall not incur any additional liability in relation thereto. If the title to the Property is not in a condition that is compliant with the above, if the Seller fails or refuses to comply with the Seller’s obligations under this section, or if the Parties are unable to obtain a title insurance policy, the Buyer may, in the Buyer’s sole discretion, accept the title as it is and proceed with the purchase under this Agreement, or terminate this Agreement and recover the Xxxxxxx Money, costs incurred in relation to this Agreement and .
