Common use of Title Commitment; Survey Clause in Contracts

Title Commitment; Survey. (a) Within seven (7) days after the date this Agreement is signed by both Parties, Seller shall order and request to be furnished to Purchaser, at Seller’s cost, a commitment for an ALTA Owner’s Title Insurance Policy issued through the Title Company for the full amount of the Purchase Price, along with all documents listed as exceptions therein (the “Commitment”); provided, however, that Purchaser shall be responsible to obtain and pay the associated cost for any title insurance endorsements or lender’s policy that it may require. In addition, during such seven (7) day period, Seller agrees to provide Purchaser with (i) a copy of any survey of the Property currently in Seller’s possession and/or control, if any, and to permit Purchaser to obtain (at any time) a survey of the Property (“Survey”) at Purchaser’s sole cost and expense, from a licensed professional surveyor, (ii) copy of the Leases, together with any amendments thereto, (iii) environmental reports (if any) currently in Seller’s possession and/or control, (iv) permits, licenses, equipment leases, warranties, (v) engineering reports, and (vi) any additional documents in Seller’s current possession and control which materially relate to the Property (“Seller Documents”). Upon delivery of all Seller Documents, ▇▇▇▇▇▇ agrees to provide notice to Purchaser confirming that such delivery is complete. (b) Prior to Closing, the Commitment shall show in Seller, good and merchantable title to the Property, in fee simple, free and clear of all liens and encumbrances other than the following exceptions: (i) zoning and building laws, ordinances and regulations; (ii) legal streets and highways; (iii) building setback lines, rights-of-way and covenants, restrictions, conditions, and easements of record; (iv) the lien of real estate taxes which are not then due and payable; (v) those certain Leases with respect to the Property between Seller, as landlord; (vi) matters as would be disclosed by a current and accurate survey and physical inspection of the Property, and (vii) any encumbrances created by or existing due to actions of or with consent Purchaser (collectively, the “Permitted Exceptions”). At or as soon as reasonably practicable after Closing, an owner’s title insurance policy in conformance with the Commitment indicating the release of all mortgage liens, if any, shall be provided to Purchaser at Seller’s cost.

Title Commitment; Survey. A) Seller shall, at its expense, order a title commitment (athe “Title Commitment”) Within seven with respect to the Real Property, with complete and legible copies of all exception instruments referred to therein (7referred to collectively as “Title Documents”) within three (3) business days after the Effective Date and cause a copy of same to be delivered to Purchaser. B) Seller shall deliver to Purchaser, within fifteen (15) days after the date this Agreement is signed by both PartiesEffective Date, Seller shall order and request to be furnished to Purchaser, at Seller’s cost, a commitment for an ALTA Owner’s Title Insurance Policy issued through the Title Company for the full amount of the Purchase Price, along with all documents listed as exceptions therein (the “Commitment”); provided, however, that Purchaser shall be responsible to obtain and pay the associated cost for any title insurance endorsements or lender’s policy that it may require. In addition, during such seven (7) day period, Seller agrees to provide Purchaser with (i) a copy of any survey of the Real Property currently in Seller’s possession and/or control, if any, and to permit Purchaser to obtain (at any time) a survey as of the Property (Effective Date.(the “Survey”) ). Seller shall, at Purchaser’s sole its cost and expense, from use good faith efforts to cause the Survey to be updated (or a licensed professional surveyornew Survey to be prepared) and delivered to Purchaser and the title company prior to the Closing Date, (iiwith said updated or new Survey: 1) copy Setting forth an accurate description of the LeasesReal Property and locate all of the then Improvements; 2) Locating all the exceptions disclosed in the Title Commitment (setting forth the book and page or document number of the recorded instruments creating the same), together with alleys, streets and roads; 3) Showing any amendments thereto, (iiiencroachments upon or by the Real Property; 4) environmental reports (if anyContaining a surveyor’s certification in favor of Purchaser and the title company and which shall allow the title company to delete or amend any survey exception to be contained in Purchaser’s title policy; 5) currently in Seller’s possession and/or control, (iv) permits, licenses, equipment leases, warranties, (v) engineering reports, and (vi) any additional documents in Seller’s current possession and control which materially relate Showing all dedicated public streets providing access to the Real Property (“Seller Documents”). Upon delivery of all Seller Documents, ▇▇▇▇▇▇ agrees to provide notice to Purchaser confirming that such delivery is complete. (b) Prior to Closing, and the Commitment shall show in Seller, good and merchantable title to the Property, in fee simple, free and clear of all liens and encumbrances other than the following exceptions: (i) zoning and building laws, ordinances and regulations; (ii) legal streets and highways; (iii) building setback lines, rights-of-way and covenants, restrictions, conditions, and easements of record; (iv) the lien of real estate taxes which are not then due and payable; (v) those certain Leases with respect to the Property between Seller, as landlord; (vi) matters as would be disclosed by a current and accurate survey and physical inspection municipal address of the PropertyImprovements; 6) Being prepared in conformity with minimum standard detail requirements for land title surveys of the American Land Title Association and the American Congress on Surveying and Mapping; and 7) Addressing ALTA/ACSM Table A optional items numbers 1, 2, 3, 6, 7(a), 7(b)(1), 8, 9 and (vii) any encumbrances created by or existing due to actions of or with consent Purchaser (collectively, the “Permitted Exceptions”). At or as soon as reasonably practicable after Closing, an owner’s title insurance policy in conformance with the Commitment indicating the release of all mortgage liens, if any, shall be provided to Purchaser at Seller’s cost11.

Title Commitment; Survey. A) Seller shall, at its expense, order a title commitment (athe "Title Commitment") Within seven with respect to the Property, including all appurtenant easements, with complete and legible copies of all exception instruments referred to therein (7referred to collectively as "Title Documents") within one (1) business day after the Effective Date and cause same to be delivered to Purchaser. B) Purchaser may, within one (1) business days after the date Effective Date, instruct the Escrow Agent to order a Uniform Commercial Code Financing Statement Search covering the Property, the Seller's name and any other possible debtors. C) Prior to execution of this Agreement is signed by both PartiesAgreement, Seller shall order and request has delivered to be furnished to Purchaser, at Seller’s cost, a commitment for an ALTA Owner’s Title Insurance Policy issued through the Title Company for the full amount of the Purchase Price, along with all documents listed as exceptions therein (the “Commitment”); provided, however, that Purchaser shall be responsible to obtain and pay the associated cost for any title insurance endorsements or lender’s policy that it may require. In addition, during such seven (7) day period, Seller agrees to provide Purchaser with (i) a copy of any that certain ALTA survey of the Real Property currently in Seller’s possession and/or controldated May 9, if any1996, and to permit Purchaser to obtain (at any time) a survey of the Property (“Survey”) at Purchaser’s sole cost and expense, from a licensed professional surveyor, (ii) copy of the Leases, together with any amendments thereto, (iii) environmental reports (if any) currently in Seller’s possession and/or control, (iv) permits, licenses, equipment leases, warranties, (v) engineering reports, and (vi) any additional documents in Seller’s current possession and control which materially relate to the Property (“Seller Documents”). Upon delivery of all Seller Documents, prepared by ▇▇▇▇ & ▇▇▇▇▇▇ agrees (the "Survey"). Prior to provide notice the Contingency Date, Seller shall, at its cost and expense, cause the Survey to be updated (or a new Survey to be prepared) and delivered to Purchaser confirming that such delivery is complete.and the title company. The updated or new Survey shall: 1) Set forth an accurate description of the Real Property and locate all of the then Improvements; 2) Locate all the exceptions disclosed in the Title Commitment (bsetting forth the book and page or document number of the recorded instruments creating the same), alleys, streets and roads; 3) Prior Show any encroachments upon or by the Real Property; 4) Contain a surveyor's certification in favor of Purchaser and the title company and which shall allow the title company to Closing, the Commitment shall show delete or amend any survey exception to be contained in Seller, good and merchantable Purchaser's title policy; 5) Show all dedicated public streets providing access to the Property, in fee simple, free Real Property and clear of all liens and encumbrances other than the following exceptions: (i) zoning and building laws, ordinances and regulations; (ii) legal streets and highways; (iii) building setback lines, rights-of-way and covenants, restrictions, conditions, and easements of record; (iv) the lien of real estate taxes which are not then due and payable; (v) those certain Leases with respect to the Property between Seller, as landlord; (vi) matters as would be disclosed by a current and accurate survey and physical inspection municipal address of the PropertyImprovements; 6) Be prepared in conformity with minimum standard detail requirements for land title surveys of the American Land Title Association and the American Congress on Surveying and Mapping; and 7) Address ALTA/ACSM Table A optional items numbers 1, 2, 3, 6, 7(a), 7(b)(1), 8, 9 and (vii) any encumbrances created by or existing due to actions of or with consent Purchaser (collectively, the “Permitted Exceptions”). At or as soon as reasonably practicable after Closing, an owner’s title insurance policy in conformance with the Commitment indicating the release of all mortgage liens, if any, shall be provided to Purchaser at Seller’s cost11.

Title Commitment; Survey. (a) Within seven [***] shall use commercially reasonable efforts to cause the Title Company (7or such other party as identified below) to deliver the following to the Parties on or before [***] days after the date this Agreement is signed by both Parties, Seller shall order and request to be furnished to Purchaser, at Seller’s cost, a commitment Execution Date: (1) One or more Texas Form T-7 Commitment(s) for an ALTA Owner’s Policy of Title Insurance Policy covering Contributor’s undivided fee simple interest in the Fee Land and all right, title and interest of Contributor in and to the Surface Use Land issued through by the Title Company for the full amount of the Purchase Price(whether one or more, along with all documents listed as exceptions therein (the “Title Commitment”); provided; (2) Legible copies of all documents referred to in the Title Commitment, howeverincluding plats, that Purchaser shall be responsible to obtain and pay the associated cost for any title insurance endorsements or lender’s policy that it may require. In additionreservations, during such seven (7) day period, Seller agrees to provide Purchaser with (i) a copy of any survey of the Property currently in Seller’s possession and/or control, if anyrestrictions, and to permit Purchaser to obtain easements; and (at any time3) a survey UCC search of the Property (“Survey”) at Purchaser’s sole cost and expenseContributor in Loving, from a licensed professional surveyorReeves, (ii) copy of the Leases, together with any amendments thereto, (iii) environmental reports (if any) currently in Seller’s possession and/or control, (iv) permits, licenses, equipment leases, warranties, (v) engineering reportsWard, and (vi) any additional documents in Seller’s current possession and control which materially relate to the Property (“Seller Documents”). Upon delivery of all Seller Documents, ▇▇▇▇▇▇▇ agrees to provide notice to Purchaser confirming that such delivery is completeCounties, Texas, and with the Texas Secretary of State. (b) Prior [***], at [***] expense, shall use commercially reasonable efforts to Closingobtain within [***] days after the Execution Date a new boundary survey (“Survey”). All costs and expenses associated with securing the Survey shall be [***] sole cost and expense. (c) All costs and expenses associated with securing the Title Commitment, and the Commitment base Owner’s Policy of Title Insurance related thereto (but excluding, for the avoidance of doubt, expenses incurred in connection with curing any Objections), in connection with the transactions contemplated by this Agreement shall show be [***]; provided, however, [***] shall be solely responsible for any premiums incurred in Sellerexcess of the base premium for the Owner’s Policy related to extended coverage, good endorsements or modification(s) to such Owner’s Policy and merchantable other costs, expenses and fees related thereto, including recording fees, escrow fees, and title company fees and expenses (but excluding, for the avoidance of doubt, expenses incurred in connection with curing any Objections, which shall be borne by [***]). Acquiror shall give Contributor written notice (email being sufficient) of any objections to the Property, Encumbrances (excluding Permitted Encumbrances) listed in fee simple, free the Title Commitment and/or shown on the Survey (“Objections”) within [***] days after the later to occur of the day on which Acquiror has received (i) the Title Commitment and clear legible copies of all liens of the encumbrance documents listed in the Title Commitment, and encumbrances other than (ii) the following exceptionsSurvey referencing the Title Commitment (the “Title and Survey Review Period”); provided that Acquiror shall not be required to include any Must-Cure Items in the Objection and Contributor shall be obligated to cure any Must-Cure Items. If Acquiror does not timely give notice of such Objections, Acquiror will be deemed to have waived such Objections (excluding, all Must-Cure Items), which will be deemed Permitted Encumbrances with respect to the Assets affected thereby. (d) If Acquiror timely gives notice of its Objections, then Contributor [***], at its sole cost and expense: (i) zoning and building laws, ordinances and regulationscure such Objections; (ii) legal streets cause the Title Commitment and/or Survey to be amended to reflect such cured matters; and highways; (iii) building setback linesgive Acquiror a written response concerning such Objections, rights-of-way and covenantsin all cases, restrictionswithin [***] Business Days after receiving the Objections from Acquiror (such period of time, conditionsthe “Cure Period”). Contributor shall keep Acquiror informed regarding its efforts to cure any Objection, and easements Contributor shall promptly (and in any event within [***] Business Days) inform Acquiror in writing of recordthe curing of any Objection (which writing shall include true and correct copies of the relevant documents establishing that such Objection has been cured). If Contributor has not cured the applicable Objections [***] or does not respond during the applicable Cure Period, then Acquiror is entitled, as its sole and exclusive remedy, either: (1) to terminate this Agreement by written notice (email being sufficient) to Contributor and Title Company at any time within five (5) days after [***] the expiration of the Cure Period; and upon termination pursuant to this Section 4.1(d)(iii)(1), Title Company shall return the Deposit (ivless the Independent Contract Consideration) to Acquiror, and thereafter, except for obligations that accrued prior to the lien effective date of real estate taxes termination or that expressly survive the termination of this Agreement, neither Party will have any further rights or obligations under this Agreement; or (2) to waive the applicable uncured Objections and consummate the sale and contribution of the Assets, subject to such uncured Objections, which are not then due and payable; (v) those certain Leases uncured Objections will be deemed to be Permitted Encumbrances with respect to the Property between Sellerapplicable Assets, as landlord; the case may be. If Contributor has commenced curing the Objections and is diligently prosecuting the same, as determined by Acquiror in its commercially reasonable discretion, the Cure Period may be extended for an amount of time reasonably necessary for Contributor to cure the same, but no longer than an additional [***] days, by Acquiror giving written notice (viemail being sufficient) matters as would be to Contributor and Title Company of the extension of the Cure Period. If Contributor has not cured the Objections during the extended Cure Period, then Acquiror may elect either of the options in Section 4.1(d)(iii)(1) or Section 4.1(d)(iii)(2) above following the extended Cure Period. (e) Notwithstanding the foregoing, if any adverse matter that is not a Permitted Encumbrance or is not a matter caused by Acquiror and of which Acquiror did not already have Knowledge is first disclosed by a current and accurate survey and physical inspection an updated Title Commitment or an updated Survey received by Acquiror after the expiration of the Property, Title and Survey Review Period (vii) any encumbrances created by or existing due to actions of or with consent Purchaser (collectively, the “Permitted ExceptionsNew Title Matter”), Acquiror shall have the right within [***] Business Days following its receipt of the applicable updated Title Commitment or Survey, to give written notice to Contributor of Acquiror’s objections to the New Title Matter. At If Acquiror timely objects to a New Title Matter and Contributor is unable [***] to cure Acquiror’s objection by the Closing Date, Acquiror shall have the right to either of the options in Section 4.1(d)(iii)(1) or Section 4.1(d)(iii)(2) above. As used in this Section 4.1(e), Acquiror’s Knowledge is limited to the actual knowledge of [***] and [***]. (f) Upon Contributor’s and ▇▇▇▇▇▇▇▇’s written approval of the legal description of the Land that was prepared as soon as reasonably practicable after Closingpart of the Title Commitment and Survey, an owner’s title insurance policy in conformance with the Commitment indicating the release of all mortgage liens, if any, such legal description shall be provided substituted as the new legal description in the applicable exhibits to Purchaser at Seller’s costthis Agreement and shall be used in all of the documents set forth in this Agreement that require a legal description of the Land.