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.
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...
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.