Common use of Title and Survey Matters Clause in Contracts

Title and Survey Matters. As promptly as reasonably possible, but in any event within twenty (20) days after the Effective Date Buyer shall obtain, at Seller's expense: (i) a commitment (the "Title Commitment") for an ALTA Owner's Title Insurance Policy showing title to the Real Property in Seller, dated not earlier than the Effective Date and proposing to insure Buyer in the amount of the Purchase Price, issued by the Title Company or another title insurance company reasonably acceptable to Buyer, and (ii) a current "as-built" survey for the Property (the "Updated Survey") with the seal and signature thereon of an engineer or surveyor registered in the State of California, which survey shall (a) include and show the metes and bounds description of all parcels comprising the Premises, (b) indicate that all parcels comprising the Premises are contiguous, (c) be certified to Seller, Buyer and the Title Company, (d) show the location and dimension together with recording information of all easements which encumber or are appurtenant to the Premises, and whether the same are encroached upon by the Improvements or shall interfere with the use of, or access to, the Premises and the Improvements thereon, or cross the property of others in the absence of properly recorded easements therefor, (e) show the location and dimension of the Improvements (including the location and number of any parking spaces), (f) indicate whether there exists any violation of height and building restrictions and setback and parking requirements, (g) be accompanied by a certificate from the Surveyor substantially in the form attached as Exhibit "C" hereto (or as otherwise reasonably acceptable to Buyer), (h) comply with ALTA standards, and (i) be dated not earlier than the Effective Date. If the Title Commitment or Updated Survey discloses matters which are not permitted pursuant to Section 4.1 and/or to which Buyer objects, Buyer shall give written notice specifying such objections to Seller within thirty (30) days after its receipt of the Title Commitment, copies of all of the underlying title documents, and the Updated Survey. Buyer's failure to give a notice of objection within such thirty (30) day period shall be conclusively deemed to constitute approval of the Title Commitment and Updated Survey by Buyer. Seller shall have thirty (30) days after the date of receipt of Buyer's written notice to remove any such matters from title or the Updated Survey, as the case may be, or to have the Title Company waive such matters or commit to insure for the full amount of the policy against loss or damage that may be occasioned by such matters; provided, however, that except with respect to monetary liens or encumbrances, Seller shall be under no obligation to do so. If Seller (in its sole discretion) elects not to have such matters removed, waived or committed to be insured over within such thirty (30) day period, Seller shall so notify Buyer, and Buyer may (i) terminate this Agreement upon written notice given to Seller within five (5) business days after Buyer's receipt of such notice from Seller, or (ii) elect, by written notice given to Seller within five (5) business days after Buyer's receipt of such notice from Seller, to take title to the Property as it then is without any set-off or deduction of any kind against the Purchase Price. If Seller does not receive written notice of Buyer's election to terminate this Agreement within five (5) days after Buyer's receipt of such notice from Seller, then Buyer shall be conclusively presumed to have elected to take title as it then is, as provided above. If this Agreement is terminated by Buyer as provided above in this Section 4.2, then Escrow Holder shall return the Deposit to Buyer, Seller shall pay any cancellation fees of Escrow Holder, and neither party shall have any further obligations hereunder to the other except pursuant to any provision hereof which expressly survives the termination of this Agreement. In the event that Seller elects, in its sole discretion, to cure any title or survey matter to which Buyer has objected, then the parties agree to postpone the expiration of the Due Diligence Period and the Closing Date for a reasonable period, not to exceed thirty (30) days, if required to enable Seller to complete the cure of such matter.

Title and Survey Matters. As promptly Within fourteen (14) business days from the date hereof, the Shareholders shall use reasonable efforts to cause the Corporation to furnish to the Buyer current title commitments (collectively, the “Title Commitment”) issued by LandAmerica or Lawyers Title Insurance Corporation (the “Title Company”) together with copies of all exceptions to title referenced therein. The Title Commitment shall set forth the state of title to the Owned Properties, the Shareholder Premises and the Leased Premises identified on Section 7.12 of the Disclosure Schedule (collectively, the “Insured Properties”), together with all exceptions or conditions to such title, including, without limitation, all easements, restrictions, rights-of-way, covenants, reservations, and all other encumbrances affecting the Insured Properties, which would appear in an owner’s or leasehold owners’ title policy, if issued. The Title Commitment shall contain the express commitment of the Title Company to issue one or more owners’ or leasehold owners’ title policies (collectively, the “Title Policy”) to the Company on the current ALTA Form 2006 in amounts as reasonably possiblethe Buyer may determine not in excess of the fair market value of such Owned Properties and such Leased Properties (including all improvements located thereon), but in any event within twenty (20) days after subject to the Effective Date Buyer shall obtainPermitted Encumbrances. Each Title Policy delivered pursuant to this Agreement shall, at Seller's expense: Buyer’s election, and to the extent legally permissible and commercially available, (i) insure title to the Insured Properties and all recorded easements benefiting such Insured Properties as of the date of Closing or the recording of any subsequent deed or article of merger, whichever occurs last, (ii) contain an “extended coverage endorsement” insuring over the general exceptions contained customarily in such policies, (iii) contain an ALTA Zoning Endorsement 3.1 (or equivalent), (iv) contain an endorsement insuring that the Insured Properties described in the title insurance policy is the same real estate as shown on the Survey delivered with respect to such property, (v) contain an 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, (vi) if the Real Property consists of more than one record parcel, contain a “contiguity” endorsement insuring that all of the record parcels are contiguous to one another, (vii) contain a “non imputation” endorsement to the effect that title defects known to the officers, directors, and stockholders of the owner prior to the Closing shall not be deemed “facts known to the insured” for purposes of the policy, and (viii) contain an endorsement insuring against loss or damage sustained by the non-availability of utilities. The insurance premium, costs for each Title Policy shall be a Transaction Expense. The inability of the Title Company to issue a zoning endorsement on a Title Commitment due to either (i) a commitment (the "Title Commitment") for an ALTA Owner's Title Insurance Policy showing title to the Real Property in Seller, dated not earlier than the Effective Date and proposing to insure Buyer in the amount legal non conforming use of the Purchase Price, issued by the Title Company such property or another title insurance company reasonably acceptable to Buyer, and (ii) shall not be grounds for objection by Buyer provided that the failure to issue such an endorsement is not due to immaterial non-compliance with applicable zoning laws and regulations shall not be grounds for objection by Buyer. No later than fourteen (14) business days prior to the Closing Date, the Buyer shall use reasonable efforts to obtain copies of one or more plats of survey of each Insured Property (whether one or more, the “Survey”) prepared by a land surveyor or engineer licensed in the state in which the Insured Property is located. The Survey shall, at Buyer’s election, (i) be currently dated (which may include a current "asre-built" certification of a previously prepared survey for the Property plat); (the "Updated Survey") with the seal and signature thereon of an engineer or surveyor registered in the State of California, which survey shall (a) include and show the metes and bounds description of all parcels comprising the Premises, (b) indicate that all parcels comprising the Premises are contiguous, (c) be certified to Seller, Buyer and the Title Company, (dii) show the location on the Insured Property of all improvements, fences, evidences of abandoned fences, lakes, ponds, creeks, streams, rivers, easements, roads, and dimension together with right-of-way; (iii) identify all easements and rights-of-way by reference to the recording information of all easements which encumber or are appurtenant applicable to the Premisesdocuments creating such easements or rights-of-way; (iv) show any encroachments onto the Insured Properties from any adjacent property, any encroachments from the Insured Property onto adjacent property, and whether any encroachments into any easement or restricted area within the same are encroached upon by the Improvements or shall interfere with the use ofInsured Property (v) locate all existing improvements (such as buildings, or access topower lines, the Premises and the Improvements thereon, or cross the property of others in the absence of properly recorded easements therefor, (e) show the location and dimension of the Improvements (including the location and number of any parking spaces), (f) indicate whether there exists any violation of height and building restrictions and setback and parking requirements, (g) be accompanied by a certificate from the Surveyor substantially in the form attached as Exhibit "C" hereto (or as otherwise reasonably acceptable to Buyer), (h) comply with ALTA standards, and (i) be dated not earlier than the Effective Date. If the Title Commitment or Updated Survey discloses matters which are not permitted pursuant to Section 4.1 and/or to which Buyer objects, Buyer shall give written notice specifying such objections to Seller within thirty (30) days after its receipt of the Title Commitment, copies of all of the underlying title documentsfences, and the Updated Survey. Buyer's failure like); (vi) locate all dedicated public streets or other roadways providing access to give the Insured Property, including all curb cuts and all alleys; (vii) locate all set-back lines and similar restrictions covering the Insured Property or any part thereof and any violations of such restrictions; (viii) show thereon a notice of objection within such thirty (30) day period shall be conclusively deemed to constitute approval legal description of the Title Commitment and Updated Survey by Buyer. Seller shall have thirty (30) days after the date of receipt of Buyer's written notice to remove any such matters from title or the Updated Survey, as the case may be, or to have the Title Company waive such matters or commit to insure for the full amount boundaries of the policy against loss Insured Property by metes and bounds or damage that may be occasioned by other appropriate legal description; and (ix) include such matters; providedother information found on ALTA/ACSM Table A items 1-4, however, that except with respect to monetary liens or encumbrances, Seller shall be under no obligation to do so. If Seller (in its sole discretion) elects not to have such matters removed, waived or committed to be insured over within such thirty (30) day period, Seller shall so notify Buyer6-11, and 13-16. The Survey shall otherwise be in accordance with current ALTA/ACSM Minimum Standards Detail Requirements. Each Survey will be approved by Buyer may (i) terminate this Agreement upon written notice given to Seller within five (5) business days after Buyer's receipt of such notice from Seller, or (ii) elect, by written notice given to Seller within five (5) business days after Buyer's receipt of such notice from Seller, to take title prior to the Property as it then is without Closing Date provided that the Surveys do not show any set-off defects, encroachments or deduction encumbrances that would materially affect the ordinary and normal operation of any kind against of the Purchase Pricesubject properties consistent with historical practices. If Seller does The cost and expense of the Surveys shall not receive written notice of Buyer's election to terminate this Agreement within five (5) days after Buyer's receipt of such notice from Seller, then Buyer shall be conclusively presumed to have elected to take title as it then is, as provided abovea Transaction Expense. If this Agreement is terminated by Buyer as provided above in this Section 4.2, then Escrow Holder shall return the Deposit to Buyer, Seller shall pay any cancellation fees of Escrow Holder, and neither party shall have any further obligations hereunder to the other except pursuant to any provision hereof which expressly survives the termination of this AgreementLitigation Support. In the event that Seller electsand for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in its sole discretion, to cure connection with (i) any title or survey matter to which Buyer has objected, then the parties agree to postpone the expiration of the Due Diligence Period and the Closing Date for a reasonable period, not to exceed thirty (30) days, if required to enable Seller to complete the cure of such matter.transaction contemplated under this Agreement or

Title and Survey Matters. As promptly as reasonably possible8.1 Seller has delivered to Purchaser a title commitment dated August 10, but in any event within twenty (20) days after the Effective Date Buyer shall obtain, at Seller's expense: (i) a commitment 2000 (the "Title Commitment") for an ALTA Owner's Title Insurance Policy showing title to the Real Property in Seller, dated not earlier than the Effective Date and proposing to insure Buyer in the amount of the Purchase Price, issued by the Title Company or another committing to issue to Purchaser a policy of title insurance company reasonably acceptable to Buyer, and (ii) a current "as-built" survey for the Property (the "Updated Survey") with the seal and signature thereon of an engineer or surveyor registered in the State of California, which survey shall (a) include and show the metes and bounds description of all parcels comprising the Premises, (b) indicate that all parcels comprising the Premises are contiguous, (c) be certified to Seller, Buyer and the Title Company, (d) show the location and dimension together with recording information of all easements which encumber or are appurtenant respect to the Premises, and whether the same are encroached upon by the Improvements or shall interfere with the use of, or access to, the Premises and the Improvements thereon, or cross the property of others in the absence of properly recorded easements therefor, Project. Within fifteen (e) show the location and dimension of the Improvements (including the location and number of any parking spaces), (f) indicate whether there exists any violation of height and building restrictions and setback and parking requirements, (g) be accompanied by a certificate from the Surveyor substantially in the form attached as Exhibit "C" hereto (or as otherwise reasonably acceptable to Buyer), (h) comply with ALTA standards, and (i) be dated not earlier than the Effective Date. If the Title Commitment or Updated Survey discloses matters which are not permitted pursuant to Section 4.1 and/or to which Buyer objects, Buyer shall give written notice specifying such objections to Seller within thirty (30) days after its receipt of the Title Commitment, copies of all of the underlying title documents, and the Updated Survey. Buyer's failure to give a notice of objection within such thirty (30) day period shall be conclusively deemed to constitute approval of the Title Commitment and Updated Survey by Buyer. Seller shall have thirty (3015) days after the date of receipt this Agreement, Seller will deliver to Purchaser, at Seller's sole cost and expense: (i) a revised Title Commitment (the "Revised Title Commitment") dated on or after the date of Buyer's written notice to remove any such matters from title or this Agreement, in the Updated Survey, as the case may be, or to have the Title Company waive such matters or commit to insure for the full amount sum of the Purchase Price, and, if applicable, to Lender an ALTA 1990 Form B mortgage policy against loss or damage that may be occasioned by such matters; provided, however, that except of title insurance with respect to monetary liens the Project in an amount equal to or encumbrancesless than the Purchase Price, showing fee simple title to the Project in Seller shall be under no obligation to do so. If Seller (in its sole discretion) elects not to have such matters removed, waived or committed to be insured over within such thirty (30) day period, Seller shall so notify Buyer, and Buyer may (i) terminate this Agreement upon written notice given to Seller within five (5) business days after Buyer's receipt of such notice from Seller, or (ii) electcopies of all documents, by written notice given whether recorded or unrecorded, referred to Seller within five in the Revised Title Commitment, but not referred to in the Title Commitment (5) business days after Buyerthe "Subsequent Underlying Documents"). The Revised Title Commitment shall include the Title Company's receipt of commitment to issue an ALTA 1992 form policy with full extended coverage over all standard title exceptions contained in such notice from Sellerpolicy and, to take the extent permitted under local law, the following special endorsements in form and substance satisfactory to Purchaser and Lender: zoning endorsement 3.1 with parking and loading; comprehensive endorsement; access endorsement; tax parcel endorsement; survey endorsement; usury endorsement; contiguity endorsement (if applicable); insurance over easement parcels benefiting the Land (if applicable); subdivision endorsement, endorsement deleting general and special fraudulent conveyance and creditors' rights exceptions; encroachment endorsements (if applicable); endorsements that a default under restrictive covenants burdening the Land will not result in a forfeiture; and such other endorsements as Purchaser or, if applicable, Lender may reasonably require. Seller shall cause the title policy (the "Title Policy") conforming to the Property requirements of this Section 8.1 to be issued to Purchaser and to Lender as it then is without any set-off or deduction of any kind against the Purchase Price. If Seller does not receive written notice Closing Date to cover the recording of Buyer's election the deed to terminate this Agreement within five (5) days after Buyer's receipt of such notice from be delivered by Seller, then Buyer shall be conclusively presumed to have elected to take title as it then is, as provided above. If this Agreement is terminated by Buyer as provided above in this Section 4.2, then Escrow Holder shall return the Deposit to Buyer, Seller shall pay any cancellation fees of Escrow Holderherein, and neither party shall have any further obligations hereunder to the other except pursuant to any provision hereof which expressly survives recording of the termination mortgage or deed of this Agreement. In the event that Seller electstrust, in its sole discretionas applicable, to cure any title or survey matter to which Buyer has objected, then the parties agree to postpone the expiration of the Due Diligence Period and the Closing Date for a reasonable period, not to exceed thirty (30) daysLender, if required to enable Seller to complete the cure of such matterany.

Title and Survey Matters. As promptly as reasonably possible, but in any event within twenty (20) days after the Effective Date Buyer shall obtain, at Seller's expense: Seller has delivered to Purchaser (i) a commitment current Title Commitment in the form attached to Schedule 4.03 (the "“Title Commitment"”) for an ALTA Owner's Title Insurance Policy showing title to the Real Property in Seller, dated not earlier than the Effective Date and proposing to insure Buyer in the amount of the Purchase Price, issued by the Title Company or another reflecting Seller’s title insurance company reasonably acceptable to Buyerthe Real Property, and the exceptions to title (the “Exceptions”), and (ii) Purchaser has arranged for and received a current "as-built" survey for of the Property (the "Updated “Survey") with the seal and signature thereon of an engineer or surveyor registered in the State of California, which survey shall ”). (a) include and show the metes and bounds description of all parcels comprising the Premises, (b) indicate that all parcels comprising the Premises are contiguous, (c) be certified to Seller, Buyer and the Title Company, (d) show the location and dimension together with recording information of all easements which encumber or are appurtenant to the Premises, and whether the same are encroached upon by the Improvements or shall interfere with the use of, or access to, the Premises and the Improvements thereon, or cross the property of others in the absence of properly recorded easements therefor, (e) show the location and dimension of the Improvements (including the location and number of any parking spaces), (f) indicate whether there exists any violation of height and building restrictions and setback and parking requirements, (g) be accompanied by a certificate from the Surveyor substantially in the form attached as Exhibit "C" hereto (or as otherwise reasonably acceptable to Buyer), (h) comply with ALTA standards, and (i) be dated not earlier than If after the Effective Date. If Date any updates or revisions to the Title Commitment or Updated Survey discloses matters which are not permitted pursuant to Section 4.1 and/or to which Buyer objectsdisclose a new Title Defect, Buyer shall give written notice specifying such objections to Seller within thirty (30) days after its receipt of the Title Commitment, copies of all of the underlying title documents, and the Updated Survey. Buyer's failure to give a notice of objection within such thirty (30) day period shall be conclusively deemed to constitute approval of the Title Commitment and Updated Survey by Buyer. Seller Purchaser shall have thirty (30) days after the date of receipt of Buyer's written notice right to remove any such matters from make additional title or the Updated Survey, as the case may be, or to have the Title Company waive such matters or commit to insure for the full amount of the policy against loss or damage that may be occasioned by such matters; provided, however, that except with respect to monetary liens or encumbrances, Seller shall be under no obligation to do so. If Seller (in its sole discretion) elects not to have such matters removed, waived or committed to be insured over within such thirty (30) day period, Seller shall so notify Buyer, and Buyer may (i) terminate this Agreement upon written notice given to Seller objections within five (5) business days after Buyer's receipt of such notice from Seller, updated or (ii) elect, revised Title Commitment or Survey. Any new Title Defect not objected to by written notice given to Seller Purchaser within such five (5) business day period shall also be deemed a Permitted Exception. Seller shall have two (2) business days after Buyer's receipt of Purchaser’s additional title exceptions to satisfy such new Title Defects (but shall be under no affirmative obligation to do so), and if Seller fails to satisfy such new Title Defects within such two (2) business day period, then, at the option of Purchaser, evidenced by written notice from to Seller, Purchaser may: (i) terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit whereupon the parties hereto shall have no further rights, obligations or liabilities with respect to take title each other hereunder, except in accordance with Sections 4.01 and 4.02; or (ii) elect to close and receive the Property as it then is required herein from Seller subject to such new Title Defect and without any set-off or deduction reduction of any kind against the Purchase Price. If Seller does not receive written notice Except as expressly provided herein, if Purchaser fails to exercise any of Buyer's election to terminate the two (2) options set forth in this Agreement Section 4.03(a) within five three (53) business days after Buyer's receipt the expiration of such notice from Sellertwo (2) business day period, then Buyer Purchaser shall be conclusively presumed deemed to have elected to take title as it then is, as provided proceed under clause (ii) above. If this Agreement is terminated by Buyer as provided above in this Section 4.2, then Escrow Holder shall return the Deposit to Buyer, Seller shall pay any cancellation fees of Escrow Holder, and neither party shall have any further obligations hereunder to the other except pursuant to any provision hereof which expressly survives the termination of this Agreement. In the event that Seller elects, in its sole discretion, to cure any title or survey matter to which Buyer has objected, then the parties agree to postpone the expiration of the Due Diligence Period and the Closing Date for a reasonable period, not to exceed thirty (30) days, if required to enable Seller to complete the cure of such matter.b)