Common use of Commitment for Title Insurance Clause in Contracts

Commitment for Title Insurance. PURCHASER shall obtain, at its own cost and expense, a title insurance commitment for the Property. If the title commitment shows exceptions to title which are unacceptable to PURCHASER (the "Unpermitted Exceptions"), PURCHASER shall so notify SELLER and SELLER shall have thirty (30) days from the date of delivery of such notice to cure the Unpermitted Exceptions by removing or correcting them, or committing to insure over them. If SELLER, after using reasonable efforts, is unable to cure all of the Unpermitted Exceptions within the foregoing thirty (30) day period, PURCHASER shall have the option (to be exercised by delivery of written notice to SELLER within ten (10) days after the expiration of said thirty (30) day period) either to: (1) terminate this Agreement (without either party being deemed at fault, with Escrow Deposit plus interest earned plus any other monies spent on the transaction by PURCHASER to be returned to PURCHASER); Or (2) proceed pursuant to this Agreement and accept title subject to the remaining Unpermitted Exceptions. Those title exceptions which are acceptable to PURCHASER, together with those exceptions that PURCHASER elects to take pursuant to (ii) above, shall be known as the Permitted Exceptions, and shall be listed on Exhibit "B," attached hereto. PURCHASER agrees that SELLER need not remove liens, mortgages, deeds of trust, trust deeds, security interests or contract interests affecting the Property and constituting Unpermitted Exceptions prior to the Closing of the sale of the Property.

Commitment for Title Insurance. PURCHASER shall obtain, at its own cost and expenseSeller has delivered to Purchaser, a Commitment for Title Insurance (the “Title Commitment”), issued by Lawyers Title Insurance Corporation, through its national accounts office in Richmond, Virginia (the “Title Company”), covering the Realty, showing all matters affecting title insurance commitment for to the PropertyRealty and binding the Title Company to issue an Owner Policy of Title Insurance (such policy in the amount of the Purchase Price with extended coverage and the Special Endorsements described below is referred to herein as the “Owner’s Title Policy”). Promptly after the Effective Date, Seller shall request that the Title Company modify the Title Commitment to add Purchaser as the proposed insured, specify that coverage will be equal to the Purchase Price and commit to issue the following endorsements (the “Special Endorsements”): 3.1 zoning (long form) with parking and loading docks, owner’s comprehensive, survey, access, P.I.N., subdivision, utility facility, contiguity, environmental lien, removal of creditor’s rights exception, and removal of the arbitration clause. If the title commitment shows exceptions to title which are unacceptable to PURCHASER Title Company does not, within seven (the "Unpermitted Exceptions"), PURCHASER shall so notify SELLER and SELLER shall have thirty (30) days from the date of delivery of such notice to cure the Unpermitted Exceptions by removing or correcting them, or committing to insure over them. If SELLER, after using reasonable efforts, is unable to cure all of the Unpermitted Exceptions within the foregoing thirty (30) day period, PURCHASER shall have the option (to be exercised by delivery of written notice to SELLER within ten (107) days after the expiration Effective Date, (i) modify the Title Commitment as required above and (ii) commit in writing to issue one or more of said thirty the Special Endorsements (30subject only to satisfaction of customary underwriting requirements), Purchaser shall either (i) day period) either to: agree that the Special Endorsement in question need not be issued such that the requirement is waived or (1ii) terminate this Agreement (without either party and receive a refund of the ▇▇▇▇▇▇▇ Money. Such election shall be made prior to the Due Diligence Deadline, as defined in Section 3.3 below. To the extent not previously delivered, the Title Company shall deliver copies of instruments listed as exceptions to title, the same being as legible as the record permits. If the Title Commitment shall reveal any exception that is objectionable to Purchaser, Purchaser may deliver written notice to Seller objecting to such exception not later than the Due Diligence Deadline. Purchaser’s failure to deliver written notice of objection prior to the Due Diligence Deadline shall be deemed at fault, with Escrow Deposit plus interest earned plus any other monies spent approval by Purchaser of all matters shown on the transaction by PURCHASER to be returned to PURCHASER); Or Title Commitment. Within two (2) proceed pursuant Business Days after receipt of Purchaser’s notice of objection, Seller shall indicate in writing whether Seller agrees to this Agreement and accept cure such objection, with Seller’s failure to respond being deemed an election not to cure. Seller shall be under no obligation to cure any title subject exception, but if Seller shall fail to the remaining Unpermitted Exceptions. Those title exceptions which are acceptable cure or commit in writing to PURCHASERcure any of Purchaser’s objections within such two (2) Business Day period, together with those exceptions that PURCHASER elects to take pursuant to Purchaser may either (i) waive such objection, or (ii) above, shall be known as the Permitted Exceptions, and shall be listed on Exhibit "B," attached heretoterminate this Agreement. PURCHASER agrees that SELLER need not remove liens, mortgages, deeds of trust, trust deeds, security interests or contract interests affecting the Property and constituting Unpermitted Exceptions Purchaser’s failure to waive all unsatisfied objections prior to the date scheduled for Closing shall constitute an election to terminate. Purchaser shall receive a refund of the sale of the Property▇▇▇▇▇▇▇ Money upon such termination or deemed termination.

Commitment for Title Insurance. PURCHASER A commitment ("Title Commitment") to issue an ALTA Form B (1992) Owner's Title Insurance Policy by First American Title Insurance Company having an "Effective Date" of January 25, 1999 and dated and executed on May 21, 1999 by Barr▇▇▇ ▇▇▇le Co., Inc., as its agent (the "Title Company") in the amount of the fair market value of the Real Property (irrevocable for at least six (6) months), showing title to the Real Property and all access, ingress and egress and rights-of-way required hereunder or used in connection with the Real Property in the Company, naming UOP as the proposed insured, with title being subject only to the Permitted Exceptions (as hereinafter defined) together with copies of all covenants, conditions, easements and restrictions affecting the Real Property (the "Title Documents"). The Title Commitment shall obtaincontain an agreement by the Title Company, at its own cost and expenseor shall be supplemented with an agreement by the Title Company delivered to UOP no later than five (5) days prior to the Closing Date, a stating that the title insurance commitment policy which will be issued pursuant to the Title Commitment at the Closing (hereinafter referred to as the "Title Policy") will provide full extended coverage insurance which shall result in the deletion of the following general exceptions: (i) liens for labor or materials, whether or not of record; (ii) parties in possession; (iii) unrecorded easements; (iv) taxes or special assessments not shown by the public records; and (v) exceptions which a correct survey would disclose. The Title Policy shall contain a creditor's rights endorsement and the following additional affirmative endorsements and such other endorsements as are reasonably requested by UOP prior to the Closing: (a) an endorsement insuring UOP that there are no violations of any restrictive covenants, conditions or restrictions affecting the Real Property, that there are no encroachments by the Improvements onto any easements or any building lines or setbacks affecting the Real Property, or onto any adjacent property, or any encroachments onto the Real Property of existing improvements located on adjoining land; (b) an access endorsement insuring that Airline Highway (U.S. Hwy. 190) is a public street and that there is direct and unencumbered access to the same from the Real Property; (c) a survey endorsement insuring that the Real Property insured is legally described on a specifically mentioned survey (the "Survey"; as hereinafter defined) and foundations in place as of the date of the Survey are within the lot lines and applicable setback lines, that the Improvements, unless otherwise noted, do not encroach onto adjoining land or onto any easements, and that, unless otherwise noted, there are no encroachments of improvements from adjoining land onto the Real Property or any part thereof; and (d) a zoning endorsement (ALTA 3.1 Zoning Endorsement with parking and loading) insuring that the Real Property and the Improvements are zoned for the present and contemplated building and business thereon and insuring against loss or damage arising due to a prohibition of said use or requiring removal of the Improvements due to a violation of applicable laws or ordinances (in existence at the time of the Closing) including but not limited to laws and ordinances (in existence at the time of the Closing) relating to area of the Real Property. , floor area of the Improvements, setbacks, height, loading and parking; and (e) an endorsement insuring the rights of UOP under the Easement Agreement by and between Kaiser and UOP substantially in the form of Exhibit C to the First Amendment to Servitude Agreement attached hereto as Exhibit E. If the title commitment shows Title Commitment or the Survey disclose exceptions or defects, other than exceptions or defects caused by the acts or omissions of UOP, to title which are unacceptable UOP objects in writing within ten (10) business days after the date of this Agreement which will not be removed by the Company at or prior to PURCHASER Closing (the "Unpermitted Exceptions"), PURCHASER then as to any Unpermitted Exceptions that shall so notify SELLER and SELLER not be waived or removed by the payment of funds (all or a portion of which may be proceeds of the Purchase Price) at or prior to Closing, the Company shall have thirty ten (3010) business days from the date of delivery of such notice after written notification thereof by UOP: (i) to cure have the Unpermitted Exceptions by removing or correcting themremoved from the Title Commitment, or committing (ii) to have the Title Company commit to insure over them. If SELLERagainst loss or damage that may be occasioned by such Unpermitted Exceptions, after using reasonable effortsand in such event, is unable to cure all of the Unpermitted Exceptions within the foregoing thirty (30) day period, PURCHASER Closing Date shall have the option (to be exercised by delivery of written notice to SELLER within ten (10) days after delivery of the revised Title Commitment. Unpermitted Exceptions to which UOP has not so objected shall be deemed "Permitted Exceptions". If the Company fails to have any Unpermitted Exception removed or, in the alternative, to obtain endorsements to the Title Policy as to such Unpermitted Exceptions within the specified time, UOP shall elect, upon written notice to the Company within ten (10) business days after the expiration of said thirty the Company's ten (3010) business day period) either to: (1) terminate this Agreement (without either party being deemed , to take title to the Real Property at fault, with Escrow Deposit plus interest earned plus any other monies spent on the transaction by PURCHASER to be returned to PURCHASER); Or (2) proceed pursuant to this Agreement and accept title Closing subject to the remaining Unpermitted Exceptions. Those title exceptions which are acceptable to PURCHASER, together with those exceptions that PURCHASER elects to take pursuant to (ii) above, shall be known as the Permitted Exceptions, and shall be listed on Exhibit "B," attached hereto. PURCHASER agrees that SELLER need not remove liens, mortgages, deeds of trust, trust deeds, security interests or contract interests affecting the Property and constituting Unpermitted Exceptions prior or to the Closing of the sale of the Propertyterminate this Agreement.