COMMITMENTS FOR TITLE INSURANCE Sample Clauses

COMMITMENTS FOR TITLE INSURANCE. The Shareholders shall cooperate ------------------------------- to the extent necessary so that Buyer may receive, at the expense of Buyer, with respect to each parcel of Owned Real Property a current commitment for the issuance of an ALTA-1992 form owner's title insurance policy written by a nationally recognized title insurance company in amount equal to the fair market value of such parcel of Owned Real Property and otherwise in form and substance satisfactory to the Buyer, providing that, upon the satisfaction of the conditions specified therein, the Company will have good and marketable title to such parcel of Owned Real Property (including all appurtenant easements), free and clear of all Encumbrances, except for Real Property Permitted Encumbrances, and including (a) an endorsement deleting the "creditor's rights" exception or exclusion, with extended coverage insuring over all general exceptions customarily contained in such policies, including general exceptions 1 (rights or claims of parties in possession), 2 (survey matters), 3 (easements), 4 (mechanic's liens) and 5 (taxes or special assessments not shown as existing liens), (b) an ALTA Form 3.1 Zoning endorsement (including parking and loading docks), (c) access endorsement insuring that each street adjacent to the real property is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the real property, (d) contiguity endorsement (if the real property consists of more than one record parcel) insuring that all record parcels are contiguous to one another, (e) location endorsement identifying the improvements located on the real property, (f) owner's comprehensive endorsement insuring that there are no encroachments of improvements onto adjoining land and no violations of enforceable covenants, conditions or restrictions of record or building lines (and also insuring against any loss of the right to maintain the improvements located on the real property because of any such encroachments or current or future violations), and (g) a non-imputation endorsement waiving any defense to coverage based upon or relating to undisclosed knowledge of the Shareholders, the Company or any of the Company's officers, directors, employees, agents or representatives imputed to the Buyer or, subsequent to the Closing, the Company.
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COMMITMENTS FOR TITLE INSURANCE. Partner Company Stockholder shall cause to be delivered to Founder not more than thirty (30) days after the date of this Agreement, a Title Commitment and Survey with respect to each parcel of Real Estate, each of which shall contain all items, coverages and endorsements specified in the definitions of such terms set forth above in this Agreement. Each such Title Commitment and Survey shall be updated by Partner Company Stockholder to a date that is no earlier than thirty (30) business days prior to the Closing Date, and Partner Company Stockholder shall cause all such updated Surveys and Title Commitments to be delivered to Founder no later than twenty-five (25) business days prior to the Closing Date. Within two (2) business days after Founder learns of the same, Founder shall have the right to notify (“Title Objection Notice”) Partner Company Stockholder of its objection to title exceptions and/or survey matters which: (i) arise after the execution date of this Agreement but prior to the Closing Date, (ii) do not constitute Permitted Exceptions and (iii) adversely affect in any material respect the use and operation of the property as it is currently used in the business of any of the Partner Companies (collectively “valid title/survey objections”). Upon receipt of any such Title Objection Notice from Founder, Partner Company Stockholder shall have the right, but not the obligation, to cure the valid title/survey objection(s), provided, Partner Company Stockholder shall have an affirmative obligation to cure any valid title/survey objection which can be cured with the payment of money, not to exceed $50,000.00. Partner Company Stockholder shall promptly, but in no event later than five (5) days after Partner Company Stockholder’s receipt of a Title Objection Notice, notify Founder in writing of Partner Company Stockholder’s election to cure or not to cure such valid title/survey objection(s). If Partner Company Stockholder elects to cure the valid title/survey objections on or before the Closing Date, then (subject to satisfaction or waiver of the conditions contained in Article VII and Article VIII) the Closing shall occur on the Closing Date without any reduction in or abatement of the Purchase Price to Partner Company Stockholder. It is acknowledged and agreed that Partner Company Stockholder shall be deemed to have cured a valid title/survey objection if Partner Company Stockholder obtains the commitment of the Title Company to insure or endorse ove...
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COMMITMENTS FOR TITLE INSURANCE. The Seller shall cause to be ------------------------------- delivered to the Buyer, at the expense of Buyer, prior to the Closing Date, with respect to the Stratford Facility, a current commitment for the issuance of an ALTA-1992 form leasehold owner's title insurance policy written by a nationally recognized title insurance company in an amount equal to the fair market value of the Stratford Facility and otherwise in form and substance satisfactory to the Buyer, providing that, upon the satisfaction of the conditions specified therein, the Company or its Subsidiaries will have a valid and effective leasehold estate in the Stratford Facility (including all appurtenant easements), free and clear of all Encumbrances, except for Permitted Encumbrances.
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Related to COMMITMENTS FOR TITLE INSURANCE

  • Title Insurance The Mortgage Loan is covered by an ALTA lender's title insurance policy, or with respect to any Mortgage Loan for which the related Mortgaged Property is located in California a CLTA lender's title insurance policy, or other generally acceptable form of policy or insurance acceptable pursuant to Seller's Underwriting Guidelines and each such title insurance policy is issued by a title insurer acceptable to prudent lenders in the secondary mortgage market and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the originator, its successors and assigns, as to the first (with respect to a First Lien Loan) or second (with respect to a Second Lien Loan) priority lien of the Mortgage in the original principal amount of the Mortgage Loan (or to the extent a Mortgage Note provides for negative amortization, the maximum amount of negative amortization in accordance with the Mortgage), subject only to the Permitted Exceptions, and in the case of Adjustable Rate Mortgage Loans, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly Payment. Where required by state law or regulation, the Mortgagor has been given the opportunity to choose the carrier of the required mortgage title insurance. Additionally, such lender's title insurance policy affirmatively insures ingress and egress, and against encroachments by or upon the Mortgaged Property or any interest therein. The Seller (or its predecessor in interest), its successors and assigns, are the sole insureds of such lender's title insurance policy, and such lender's title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy, including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the Seller;

  • 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. -----------

  • Title Policy The Title Company shall be prepared to issue, upon payment of the title premium at its regular rates, a title policy in the amount of the Purchase Price, insuring title to the Property is vested in the Purchaser or its designee or assignee, subject only to the Permitted Exceptions, with such endorsements as shall be reasonably required by the Purchaser.

  • 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 Commitments Buyer hereby acknowledges that Buyer has received from the Title Company a commitment to issue an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) for each of the Properties, along with legible copies of all documents referenced in said title commitment (the “Title Commitments”), such that Buyer shall obtain from Escrow Agent at Closing an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (the “Title Policy”) insuring title to the Land (whether fee or leasehold, as applicable) with respect to the Properties. Buyer further acknowledges that Buyer has ordered a survey of the Land for each Property from licensed surveyors (each, a “Survey”). Buyer and Seller acknowledge that Buyer has submitted to Sellers and Title Company written notice from Buyer specifying any alleged defects in or objections to the title shown in the Title Commitments. Seller has agreed to cure or satisfy, as applicable, or cause to be cured or satisfied, at Sellers’ expense, only those matters set forth on Schedule 7.1, together with any monetary liens, mortgages, tax liens, tax redemption certificates, mechanics liens (including notices of commencement) and judgment liens encumbering the Properties and/or the Associated Property of an ascertainable amount (collectively, “Monetary Liens”, and together with the matters on Schedule 7.1, the “Seller Curative Matters”). Buyer acknowledges and agrees that all other matters appearing on the Title Commitments and as may appear on any Survey, whether or not Buyer has yet received or reviewed any such Survey, are hereby deemed to be “Permitted Exceptions”. If Seller is unable to complete the cure of the Seller Curative Matters before Closing and such Seller Curative Matter has a Material Adverse Effect on a Property, Buyer shall have the right, in its absolute discretion, to elect, upon written notice to Seller and Escrow Agent, to either (i) terminate this Agreement and receive a return of the Deposit or (ii) to take such title to the Property with no abatement of the Purchase Price (except for abatement to the extent of Monetary Liens). Failure by Buyer to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (ii) above, and failure of Seller to cure any Seller Curative Matter, and such failure has a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to the contrary, Seller shall use commercially reasonable efforts to request, at Seller’s sole cost and expense, estoppels in form and substance prepared by Buyer from any associations, declarants under declarations or other third parties disclosed in the Title Commitments or related to Water Rights to the extent reasonably requested by Buyer or required by the Title Company to issue any endorsements required for the Title Policies, provided that the receipt of any such estoppels shall not be a condition to close. Further, Sellers hereby agree to use commercially reasonable efforts to, upon Buyer’s reasonable request and at Buyer’s expense (excluding any reimbursement for Seller’s legal counsel’s ministerial involvement in coordinating such curative matters), cure any defects revealed on a Survey that was not revealed on a prior survey provided to Buyer as part of the Due Diligence Materials, provided that such cure shall not be a condition to closing.