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. The Shareholders Westin Companies shall cooperate ------------------------------- deliver to the extent necessary so that Buyer may receive, at Starwood Companies not less than ten days prior to the expense of BuyerEffective Date, with respect to each parcel of Owned Real real property identified in clause (i) of Section 5.1(p) of the Westin Disclosure Letter and each parcel of Leased Property identified in clause (ii) of Section 5.1(p) of the Westin Disclosure Letter (with the exception of immaterial office leases comprising part of the Tenant Leases), (i) a survey, acceptable to the title company referred to in the last sentence of this Section 6.19, of a recent date with respect to each such parcel showing no encroachments or other survey defects with respect to the buildings, structures and other improvements located on such property; and (ii) a current commitment for the issuance of an ALTA-1992 form owner's title insurance policy written by a nationally recognized or leasehold owner's title insurance company in amount equal to policy, as the fair market value case may be, all of such parcel of Owned Real Property and otherwise in which policies shall be 1990 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) policies with an endorsement deleting the "creditor's rights" exception or exclusion, with extended coverage insuring over all general exceptions customarily contained in such policies, including without limitation 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 with a Form 3.1 Zoning endorsement (including 44 48 parking and loading docks), (c) survey endorsements insuring that the real property described in the title insurance policy is the same real estate as shown on the survey and that the survey accurately depicts the location and dimensions of the real estate, 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 insuring against loss due to undisclosed knowledge of the Shareholders, the Company or any of the Company's officers, directors, employees, agents or representatives Westin Companies imputed to the Buyer orStarwood Companies. Each of such commitments shall be written by a nationally recognized title insurance company in amount, subsequent form and substance satisfactory to the ClosingStarwood Companies and shall provide that, upon the satisfaction of the conditions specified therein, the CompanyStarwood Companies will have good and marketable title thereto (including all appurtenant easements), free and clear of all Liens, except for Permitted Liens.
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