Common use of Title Commitment; Title Policy Clause in Contracts

Title Commitment; Title Policy. (a) Within two days following the Effective Date or, if such day is not a business day, the next business day, Seller shall cause to be ordered a commitment for Owner’s Title Insurance Policy (“Commitment”) issued by Title Company setting forth the state of title to the Property and all exceptions and restrictions of record including deed restrictions, lien and covenants with copies of all documents affecting the Property reflected in the Commitment (“Title Documents”). As soon thereafter as practical, but in no event more than 10 days after the Effective Date or, if such day is not a business day, the next business day, Seller shall cause to be delivered to Purchaser a copy of the Commitment. In the event any exceptions appear in such Commitment or Title Documents, other than the standard printed exceptions, state, county or city ad valorem taxes and/or assessments not yet delinquent, that are unacceptable to Purchaser, then Purchaser shall, within 25 days following the Effective Date or, if such day is not a business day, the next business day, notify Seller in writing of such fact. Any such exceptions not objected to by Purchaser, together with the standard printed exceptions, state, county or city ad valorem taxes and/or assessments not yet delinquent, shall be deemed “Permitted Exceptions.” (b) Within two days following the Effective Date or, if such day is not a business day, the next business day, Seller shall provide Purchaser with the most recent survey of the Property in its possession and Purchaser shall order (unless Purchaser elects not to order a survey and to accept a title policy that is subject to all exceptions and other matters removal or modification of which requires that a survey be delivered to Title Company), at Purchaser’s sole cost and expense, a current as-built ALTA survey of the Property (the “Survey”). The Survey shall be certified to Seller, Purchaser and Title Company. As soon thereafter as practicable, but in no event more than 20 days following the Effective Date or, if such day is not a business day, the next business day, Purchaser shall cause to be furnished to Seller a copy of the Survey. If the Survey indicates the presence of any encroachments by or upon the Property, or other matters which do or could materially adversely affect Purchaser’s use or operation of the Property, and Purchaser gives Seller notice of such matters within 25 days following the Effective Date, or if such day is not a business day, the next business day, such matters shall be considered Defects, and the cure provisions set forth in Section 2.03(c) shall apply. (c) The items described in Sections 2.03 (a) and (b) are collectively referred to as “Title Evidence.” If the Title Evidence discloses defects, claims, liens, exceptions, or conditions unacceptable to Purchaser (“Defects”) and Purchaser gives timely written notice of objections to the Defects as required in Section 2.03(a) (“Title Objections”), Seller shall have the option, but not the obligation (other than those required to be removed as set forth in this Agreement) to cure the same. Seller shall have until eight days after the date of receipt by Seller of the Title Objections or, if such day is not a business day, the next business day, in which to indicate to Purchaser in writing which of the Defects Seller will cure. If Seller has not notified Purchaser in writing of Seller’s agreement to cure any Title Objection within such time period, Seller will be deemed to have declined to cure the Title Objections. If Seller declines to so cure or remove any Title Objections, Purchaser shall have until the end of the Due Diligence Period to notify Seller in writing of its election to either (i) terminate this Agreement and neither party shall have any further liability to the other hereunder except with respect to the obligations and indemnities set forth in this Agreement which survive termination; or (ii) waive such requirements in which event such Defects shall be deemed Permitted Exceptions and proceed to Settlement. In the event Purchaser fails to give said notice, Purchaser shall be deemed to have waived its right to terminate this Agreement in accordance with this Section 2.03 in which event such Defects shall be deemed Permitted Exceptions.

Title Commitment; Title Policy. (a) Within two days following the Effective Date or, if such day is not a business day, the next business day, Seller shall cause shall, to be ordered the extent not previously provided, deliver to Buyer a commitment for Owner’s Title Insurance Policy (“Commitment”) issued by Title Company setting forth the state of title to the Property and all exceptions and restrictions of record including deed restrictions, lien and covenants with copies of all documents affecting the Property reflected in the Commitment (“Title Documents”). As soon thereafter as practical, but in no event more than 10 days after the Effective Date or, if such day is not a business day, the next business day, Seller shall cause to be delivered to Purchaser a copy of the Commitment. In the event any exceptions appear in such Commitment or Title Documents, other than the standard printed exceptions, state, county or city ad valorem taxes and/or assessments not yet delinquentdelinquent and the Leases, that are unacceptable to Purchaser, then Purchaser shall, within 25 10 days following the Effective Date (“Title Objection Date”) or, if such day is not a business day, the next business day, notify Seller in writing of such fact. Any such exceptions not objected to by PurchaserPurchaser by the Title Objection Date, together with the standard printed exceptions, state, county or city ad valorem taxes and/or assessments not yet delinquentdelinquent and the Leases, shall be deemed “Permitted Exceptions.” (b) Within two days following the Effective Date or, if such day is not a business day, the next business day, Seller shall shall, to the extent not previously provided, provide Purchaser with the most recent survey of the Property in its possession and Purchaser shall order (unless Purchaser elects not to order a survey and to accept a title policy that is subject to all exceptions and other matters removal or modification of which requires that a survey be delivered to Title Company), at Purchaser’s sole cost and expense, a current as-built ALTA an updated survey of the Property (the “Survey”). The Survey shall be certified to Seller, Purchaser Seller and Title Company. As soon thereafter as practicable, but in no event more than 20 days following Purchaser may have the Effective Date or, if such day is not a business day, the next business day, Purchaser shall cause Survey certified to be furnished to Seller a copy of the SurveyPurchaser. If the Survey indicates the presence of any encroachments by or upon the Property, or other matters which do or could materially adversely affect Purchaser’s use or operation of the Property, and Purchaser gives Seller notice of such matters within 25 days following by September 26, 2007 (the Effective “Survey Objection Date”) (provided Purchaser receives the Survey by September 21, or if such day is not a business day, the next business day2007), such matters shall be considered Defects, and the cure provisions set forth in Section 2.03(c) shall apply. In the event Purchaser does not receive the Survey by September 21, 2007, the Survey Objection Date shall be extended one day for each day the delivery of the Survey is delayed. (c) The items described in Sections 2.03 (a) and (b) are collectively referred to as “Title Evidence.” If the Title Evidence discloses defects, claims, liens, exceptions, or conditions unacceptable to Purchaser (“Defects”) and Purchaser gives timely written notice of objections to the Defects as required in Section 2.03(a) and/or (b) (“Title Defect Objections”), Seller shall have the option, but not the obligation (other than those required to be removed as set forth in this Agreement) to cure the same. Seller shall have until eight (8) days after the date of receipt by Seller of the Title Defect Objections or, if such day is not a business day, the next business day, in which to indicate to Purchaser in writing which of the Defects Seller will cure. If Seller has not notified Purchaser in writing of Seller’s agreement to cure any Title Defect Objection within such time period, Seller will be deemed to have declined to cure the Title Defect Objections. If Seller declines to so cure or remove any Title Defect Objections, Purchaser shall have until the end of the Due Diligence Period to notify Seller in writing of its election to either (i) terminate this Agreement and neither party shall have any further liability to the other hereunder except with respect to the obligations and indemnities set forth in this Agreement which survive termination; or (ii) waive such requirements in which event such Defects shall be deemed Permitted Exceptions and proceed to Settlement. In the event Purchaser fails to give said notice, Purchaser shall be deemed to have waived its right to terminate this Agreement in accordance with this Section 2.03 in which event such Defects shall be deemed Permitted Exceptions.