Common use of Matters Relating to Real Property Clause in Contracts

Matters Relating to Real Property. (a) Buyer shall obtain, at Buyer's sole cost and expense, except that Seller shall be responsible for the cost of the title search continuation work through the Closing Date, a commitment from Attorneys Title Insurance Fund or any other title insurance company acceptable to Buyer (the "Title Company") for the issuance of an American Land Title Association ("ALTA") extended coverage owner's policy of title insurance (including mechanics' lien coverage) for each parcel included in the Medina Real Property setting forth the status of title to each such xxxxxx (individually a "Title Commitment" and collectively the "Title Commitments"). The Title Commitments shall be accompanied by true, complete and legible copies of all Encumbrances identified therein. At Closing, the policies to be issued pursuant to the Title Commitments (individually a "Title Policy" and collectively the "Title Policies") shall insure that the Corporation has good, marketable and indefeasible title to the Medina Real Property, subject only to those Encumbrances accepted by Xxxxx pursuant to subparagraph (c) of this Section 6.3 ("Permitted Title Encumbrances"), and shall include the additional coverages and endorsements described in SCHEDULE 6.3 attached hereto (collectively the "Endorsements"). At the Closing, Seller shall deliver to the Title Company such affidavits (including an affidavit of title) and other documentation as shall be necessary to enable the Title Company to issue the Title Policies with the Endorsements subject only to Permitted Title Encumbrances and with a non-imputation endorsement reasonably acceptable to Buyer. Buyer shall pay all fees and premiums incurred in the issuance of the Title Policies.

Appears in 1 contract

Samples: Purchase Agreement (Genesee Corp)

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Matters Relating to Real Property. (a) Buyer shall obtain, at Buyer's ’s sole cost and expense, except that Seller shall be responsible for the cost of the title search continuation work through the Closing Date, a commitment from Attorneys Chicago Title Insurance Fund Company or any other title insurance company acceptable to Buyer (the "Title Company") for the issuance of an American Land Title Association ("ALTA") extended coverage owner's ’s policy of fee title insurance (including mechanics' lien coverage) for each parcel included in the Medina Grenada Real Property setting forth the status of title to each such xxxxxx parcel (individually a "Title Commitment" and collectively the "Title Commitments"). The Title Commitments shall be accompanied by true, complete and legible copies of all Encumbrances identified therein. At Closing, the policies to be issued pursuant to the Title Commitments (individually a "Title Policy" and collectively the "Title Policies") shall insure that the Corporation has Company will have good, marketable and indefeasible title to the Medina such Grenada Real Property, subject only to those Encumbrances accepted by Xxxxx Buyer pursuant to subparagraph (c) of this Section 6.3 5.10 ("Permitted Title Encumbrances"), and shall include the additional coverages and endorsements described in SCHEDULE 6.3 attached hereto (collectively the "Endorsements"). At the Closing, Buyer shall pay all premiums for the issuance of the Title Policy and such standard endorsements as Buyer may reasonably require (the “Endorsements”), and Seller shall deliver to the Title Company such affidavits (including an affidavit of title) affidavits, indemnities and other documentation as shall be is necessary to enable the Title Company to issue the Title Policies with the Endorsements subject only to Permitted Title Encumbrances and with a non-imputation endorsement reasonably acceptable to Buyer. Buyer shall pay all fees and premiums incurred in the issuance of the Title PoliciesEncumbrances.

Appears in 1 contract

Samples: Share Purchase Agreement (Lennox International Inc)

Matters Relating to Real Property. (a) Buyer Purchaser shall obtain, at BuyerPurchaser's sole cost and expense, except that Seller shall be responsible for the cost of the title search continuation work through the Closing Date, a commitment from Attorneys First American Title Insurance Fund or any other title insurance company acceptable to Buyer Company (the "Title Company") for the issuance of an American Land Title Association ("ALTA") extended coverage owner's policy of title insurance (including mechanics' lien coverage) for each parcel included in the Medina Real Property in an amount determined by Purchaser setting forth the status of title to each such xxxxxx parcel (individually a the "Title Commitment" and collectively the "Title Commitments"). The Title Commitments Commitment shall be accompanied by true, complete and legible copies of all Encumbrances identified therein. At Closing, the policies to be issued pursuant to the Title Commitments Commitment (individually a the "Title Policy" and collectively the "Title Policies") shall insure that the Corporation Purchaser has good, marketable and indefeasible title to the Medina such Real Property, subject only to those Encumbrances accepted by Xxxxx Purchaser pursuant to subparagraph paragraph (c) of this Section 6.3 8.6 ("Permitted Title Encumbrances"), and shall include the such additional coverages and endorsements described in SCHEDULE 6.3 attached hereto as Purchaser may reasonably require (collectively the "Endorsements"). At the Closing, Seller Purchaser shall pay all premiums for the issuance of the Title Policy and the Endorsements, and RLA shall deliver to the Title Company such affidavits (including an affidavit of title) affidavits, indemnities and other documentation as shall be necessary to enable the Title Company to issue the Title Policies Policy with the Endorsements subject only to Permitted Title Encumbrances and with a non-imputation endorsement reasonably acceptable to Buyer. Buyer shall pay all fees and premiums incurred in the issuance of the Title PoliciesEncumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spectrum Control Inc)

Matters Relating to Real Property. (a) Buyer shall obtaina On behalf of Purchaser, at Buyer's sole cost and expense, except that Seller shall be responsible for the cost of the request a preliminary title search continuation work through the Closing Date, a commitment from Attorneys Title Insurance Fund or any other a title insurance company acceptable to Buyer Purchaser (the "Title Company") for the issuance of an American California Land Title Association ("ALTA") extended coverage owner's policy of title insurance (including mechanics' lien coverage) for each parcel included in the Medina Real Property setting forth the status of title to each such xxxxxx parcel (individually a "Title Commitment" and collectively the "Title Commitments"). The Title Commitments shall be accompanied by true, complete and legible copies of all Encumbrances identified therein. At Closing, the The policies to be issued pursuant to the Title Commitments (individually a "Title Policy" and collectively the "Title Policies") shall insure that the Corporation Purchaser has good, marketable and indefeasible title to the Medina such Real Property, subject only to those Encumbrances accepted by Xxxxx Purchaser pursuant to subparagraph paragraph (c) of this Section 6.3 8.6 ("Permitted Title Encumbrances"), and shall include the such additional coverages and endorsements described in SCHEDULE 6.3 attached hereto as Purchaser may reasonably require (collectively the "Endorsements"). At Purchaser shall pay all premiums for the Closingissuance of the Title Policy and the Endorsements, Seller and shall deliver to the Title Company such affidavits (including an affidavit of title) affidavits, indemnities and other documentation as shall be necessary to enable the Title Company to issue the Title Policies with the Endorsements subject only to Permitted Title Encumbrances and with a non-imputation endorsement reasonably acceptable to Buyer. Buyer shall pay all fees and premiums incurred in the issuance of the Title PoliciesEncumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Maxwell Technologies Inc)

Matters Relating to Real Property. (a) Buyer shall obtainSeller has, at BuyerSeller's sole cost and expense, except that Seller shall be responsible for the cost of the delivered to Buyer a title search continuation work through the Closing Date, a insurance commitment from Attorneys issued on Attorneys' Title Insurance Fund or any other title insurance company acceptable to Buyer Fund, Inc. (the "Title Company") for with respect to the issuance of an American Land Title Association ("ALTA") extended coverage owner's policy of title insurance (including mechanics' lien coverage) for each parcel included Real Property in the Medina Real Property setting forth aggregate amount of $2,000,000 (the status of title to each such xxxxxx (individually a "Title Commitment" and collectively the "Title Commitments"). The Title Commitments shall be accompanied by true, complete ) and legible copies of all Encumbrances identified thereinexceptions to the title contained in Schedule B-II of the Title Commitment. At Closing, the policies policy to be issued pursuant to the Title Commitments Commitment (individually a the "Title Policy" and collectively the "Title Policies") shall be issued on an ALTA Owner's Policy of Title Insurance (10-17-92 Form), shall insure that the Corporation Buyer has good, marketable and indefeasible title to the Medina such Real Property, Property subject only to those Encumbrances accepted or deemed accepted by Xxxxx Buyer pursuant to subparagraph paragraph (c) of this Section 6.3 6.7 ("Permitted Title Encumbrances"), and shall include the such additional coverages coverage and endorsements described in SCHEDULE 6.3 attached hereto as Buyer may reasonably require, the cost of which shall be borne by Buyer (collectively the "Endorsements"). At the Closing, provided the Title Company has received appropriate documentation from the Seller and a survey of the Real Property, the Title Company shall by endorsement delete the "gap" exception, all standard exceptions, and shall delete as having been satisfied all Schedule B-I requirements listed on the Title Commitment. Seller shall pay the costs for any title search and updates thereof relating to the issuance of the Title Commitment and the Title Policy, and shall pay the title insurance premium for the issuance of the Title Policy at the time of Closing. Seller shall at Closing deliver to the Title Company such affidavits (including an affidavit of title) affidavits, indemnities and other documentation as shall be reasonably necessary to enable the Title Company to issue the Title Policies with Policy and Endorsements, to delete the Endorsements gap exception and the standard exceptions, and the Title Policy shall be issued subject only to the Permitted Title Encumbrances and with a non-imputation endorsement reasonably acceptable to Encumbrances. Notwithstanding the foregoing, the cost of any Buyer requested Endorsements shall be paid by Buyer. Buyer shall pay all fees and premiums incurred in the issuance of the Title Policies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spectrum Control Inc)

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Matters Relating to Real Property. (a) Buyer shall obtainOn behalf of Purchaser, at Buyer's sole cost and expense, except that Seller shall be responsible for the cost of the request a preliminary title search continuation work through the Closing Date, a commitment from Attorneys Title Insurance Fund or any other a title insurance company acceptable to Buyer Purchaser (the "Title Company") for the issuance of an American California Land Title Association ("ALTA") extended coverage owner's ’s policy of title insurance (including mechanics' lien coverage) for each parcel included in the Medina Real Property setting forth the status of title to each such xxxxxx parcel (individually a "Title Commitment" and collectively the "Title Commitments"). The Title Commitments shall be accompanied by true, complete and legible copies of all Encumbrances identified therein. At Closing, the The policies to be issued pursuant to the Title Commitments (individually a "Title Policy" and collectively the "Title Policies") shall insure that the Corporation Purchaser has good, marketable and indefeasible title to the Medina such Real Property, subject only to those Encumbrances accepted by Xxxxx Purchaser pursuant to subparagraph paragraph (c) of this Section 6.3 8.6 ("Permitted Title Encumbrances"), and shall include the such additional coverages and endorsements described in SCHEDULE 6.3 attached hereto as Purchaser may reasonably require (collectively the "Endorsements"). At Purchaser shall pay all premiums for the Closingissuance of the Title Policy and the Endorsements, Seller and shall deliver to the Title Company such affidavits (including an affidavit of title) affidavits, indemnities and other documentation as shall be necessary to enable the Title Company to issue the Title Policies with the Endorsements subject only to Permitted Title Encumbrances and with a non-imputation endorsement reasonably acceptable to Buyer. Buyer shall pay all fees and premiums incurred in the issuance of the Title PoliciesEncumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wilson Greatbatch Technologies Inc)

Matters Relating to Real Property. (a) Within five (5) days of the date of this Agreement, Sellers shall provide Buyer with copies of all existing title abstracts, title insurance policies and surveys it has in its possession with respect to the Specified Real Property. Buyer shall obtain, at Buyer's sole cost and expense, except that Seller shall be responsible for the cost of the title search continuation work through the Closing Date, obtain a commitment from Attorneys Monroe Title Insurance Fund or any other title insurance company acceptable to Buyer Corporation (the "Title Company") for the issuance of an American Land Title Association ("ALTA") extended coverage owner's ’s policy of title insurance (including mechanics' lien coverage) for each parcel all parcels included in the Medina Specified Real Property in an amount determined by Buyer setting forth the status of title to each such xxxxxx parcel (individually a "the “Title Commitment" and collectively the "Title Commitments"). The Title Commitments Commitment shall be accompanied by true, complete and legible copies of all Encumbrances identified therein. At Closing, the policies to be issued pursuant to the Title Commitments Commitment (individually a "the “Title Policy" and collectively the "Title Policies") shall insure that the Corporation Buyer has good, marketable good and indefeasible insurable title in fee simple to the Medina such Specified Real Property, subject only to Permitted Encumbrances and those Encumbrances accepted by Xxxxx Buyer pursuant to subparagraph paragraph (cd) of this Section 6.3 6.14 ("Permitted Title Encumbrances"), and shall include the such additional coverages and endorsements described in SCHEDULE 6.3 attached hereto as Buyer may reasonably require (collectively the "Endorsements"). At the Closing, Seller Buyer shall pay all premiums for the issuance of the Title Policy and the Endorsements, and Creative Electric shall deliver to the Title Company such affidavits (including an affidavit of title) affidavits, indemnities and other documentation as shall be necessary to enable the Title Company to issue the Title Policies Policy with the Endorsements subject only to Permitted Title Encumbrances and with a non-imputation endorsement reasonably acceptable to Buyer. Buyer shall pay all fees and premiums incurred in the issuance of the Title PoliciesEncumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spectrum Control Inc)

Matters Relating to Real Property. (a) Buyer shall obtainSeller has, at Buyer's sole cost and Seller’s expense, except that Seller shall be responsible for the cost of the delivered to Buyer a title search continuation work through the Closing Date, a insurance commitment from Attorneys issued on Attorneys’ Title Insurance Fund or any other title insurance company acceptable to Buyer Fund, Inc. (the "Title Company") for with respect to the issuance of an American Land Title Association ("ALTA") extended coverage owner's policy of title insurance (including mechanics' lien coverage) for each parcel included Real Property in the Medina Real Property setting forth aggregate amount of $2,000,000 (the status of title to each such xxxxxx (individually a "Title Commitment" and collectively the "Title Commitments"). The Title Commitments shall be accompanied by true, complete ”) and legible copies of all Encumbrances identified thereinexceptions to the title contained in Schedule B-II of the Title Commitment. At Closing, the policies policy to be issued pursuant to the Title Commitments Commitment (individually a "the “Title Policy" and collectively the "”) shall be issued on an ALTA Owner’s Policy of Title Policies") Insurance (10-17-92 Form), shall insure that the Corporation Buyer has good, marketable and indefeasible title to the Medina such Real Property, Property subject only to those Encumbrances accepted or deemed accepted by Xxxxx Buyer pursuant to subparagraph paragraph (c) of this Section 6.3 6.7 ("Permitted Title Encumbrances"), and shall include the such additional coverages coverage and endorsements described in SCHEDULE 6.3 attached hereto as Buyer may reasonably require, the cost of which shall be borne by Buyer (collectively the "Endorsements"). At the Closing, provided the Title Company has received appropriate documentation from the Seller and a survey of the Real Property, the Title Company shall by endorsement delete the “gap” exception, all standard exceptions, and shall delete as having been satisfied all Schedule B-I requirements listed on the Title Commitment. Seller shall pay the costs for any title search and updates thereof relating to the issuance of the Title Commitment and the Title Policy, and shall pay the title insurance premium for the issuance of the Title Policy at the time of Closing. Seller shall at Closing deliver to the Title Company such affidavits (including an affidavit of title) affidavits, indemnities and other documentation as shall be reasonably necessary to enable the Title Company to issue the Title Policies with Policy and Endorsements, to delete the Endorsements gap exception and the standard exceptions, and the Title Policy shall be issued subject only to the Permitted Title Encumbrances and with a non-imputation endorsement reasonably acceptable to Encumbrances. Notwithstanding the foregoing, the cost of any Buyer requested Endorsements shall be paid by Buyer. Buyer shall pay all fees and premiums incurred in the issuance of the Title Policies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Remec Inc)

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