Title Commitments Sample Clauses

Title Commitments. Prior to Closing, Seller shall cooperate with Buyer and use Commercially Reasonable Efforts to assist Buyer if Buyer desires to obtain American Land Title Association ("ALTA") title insurance commitments (collectively, the "Title Commitments," and each a "Title Commitment"), in final form, from one or more title insurance companies (collectively, the "Title Company"), committing the Title Company (subject only to the satisfaction of any industry standard requirements contained in the Title Commitment) to issue ALTA (or its local equivalent) form of title insurance policies in an amount acceptable to the Buyer and the Title Company insuring good, valid, indefeasible fee simple title to the Real Property in Buyer, in all cases, at Buyer's sole expense and in the respective amounts that Buyer requests prior to Closing, subject to no Encumbrances or other exceptions to title other than Permitted Encumbrances (collectively the "Title Policies"). On or prior to the Closing Date, Seller shall execute and deliver, or cause to be executed and delivered, to the Title Company, at no cost to Seller, any customary affidavits, standard gap indemnities, evidence of corporate existence and authority, and similar documents reasonably requested by the Title Company in connection with the issuance of the Title Commitments or the Title Policies; provided that such efforts and Buyer's request for Title Policies or Title Commitments shall, in no event, result in any delay in the consummation of the transactions contemplated by this Agreement, except to the extent caused by or resulting from Seller's breach of this Agreement; and provided further, that nothing in this Section 6.17 shall obligate Seller to execute or deliver any document that affects, in a manner adverse to Seller, Seller's liability to Buyer as expressed herein and in the Special Warranty Deed.

Title Commitments. Commitments for ALTA Owner’s Title Insurance Policies for the Property, issued by Title Company in the full amount of the Consideration, agreeing to insure title to the Property on or after the Contract Date, showing Seller as owner of the Property, and indicating the conditions upon which Title Company will issue full extended coverage over all general title exceptions contained in such policies, and including such endorsements as Buyer may request.

Title Commitments. (a) BP Products has caused the Title Company to prepare and issue title commitments with respect to the Refinery Owned Real Property and the Cogen Company Leased Real Property (together with any updates thereto, the “Refinery Title Commitments”). Each of the Refinery Title Commitments sets forth the Title Company’s report of the state of title to the applicable real property fee or leasehold interest, together with all exceptions or conditions to such title which are of record or otherwise known to the Title Company, including all Encumbrances, if any, affecting the applicable real property interests, which may appear in a Title Policy, if issued. The copies of the underlying documents evidencing or creating the exceptions and conditions set forth in the Refinery Title Commitments shall be provided by the Title Company or BP Products through the electronic data rooms maintained by Sellers (the “Data Room”) or through SureClose electronic access maintained by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Refinery Title Exception Documents”). (b) BP Products has caused the Title Company to issue title commitments with respect to the Terminals Owned Real Property (together with any updates thereto, the “Terminals Title Commitments”), which Terminals Title Commitments set forth the Title Company’s report of the state of title to the applicable real property fee, together with all exceptions or conditions to such title which are of record or otherwise known to the Title Company, including all Encumbrances, if any, affecting the applicable real property interests, which may appear in a Title Policy, if issued. The copies of the underlying documents evidencing or creating the exceptions and conditions set forth in the Terminals Title Commitments shall be provided by the Title Company or BP Products through the Data Room or through the SureClose electronic access maintained by the Title Company and shall include the most legible copies available of all such exceptions and conditions shown therein (the “Terminals Title Exception Documents”). (c) The cost of any title commitment and any Title Policy issued for the benefit of Buyer shall be paid one-half (1/2) by Buyer and one-half (1/2) by Sellers.

Title Commitments. Seller shall convey good and marketable title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) days following the Effective Date, Purchaser shall order a title commitment for each of the projects and shall make commercially reasonable efforts to cause Escrow Agent to deliver the title commitments within thirty (30) days of the Effective Date, comprising the Property (collectively, the “Title Commitments”) for an ALTA Owner’s Policy of Title Insurance for each such project (collectively, the “Title Policies”), issued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with legible copies of all exceptions listed therein. Purchaser shall have a period of fifteen (15) business days following its receipt of the Title Commitments, legible copies of all exceptions listed therein and the “Surveys” (defined below), to deliver to Seller a written notice of Purchaser’s objections to title for each project comprising a portion of the Property (individually, a “Title Objection Letter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) on or by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of a Title Objection Letter concerning which title objections, if any, Seller has agreed to cure and Seller shall have thirty (30) days to cure. In the event that Seller does not undertake to cure all of the objections in each such Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to any such Title Objection Letter), then each project comprising the Property with respect to which Seller has not agreed to cure all of Purchaser’s title objections shall be herein referred to as a “Title Objection Property”. Purchaser shall have the right for five (5) days after receipt of Seller’s response to each Title Objection Letter relating to a Title Objection Property (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller with respect to such Title O...

Title Commitments. The issuer of the Title Commitments shall have made available to the Buyer title insurance policies in an amount satisfactory to the Buyer insuring title to the Ownership Shares being transferred at each Closing consisting of real estate and Improvements as of the relevant Closing Date substantially in the form of the Title Commitments (but in the case of any Subsequent Closing without regard to any changes therefrom which result from any act or omission of the Buyer and/or any owner of the Facility other than the Seller(s) participating in said Subsequent Closing), with such changes therefrom as would not in the aggregate be likely to have a Plant Material Adverse Effect and with the exceptions for parties in possession (other than those disclosed in Schedule 2.1(a)(iii)(A) and Schedule 2.1(a)(iii)(B), if any) and unfiled mechanics' and materialmen's liens (other than those that arise from any act or omission of the Buyer or arise under Good Utility Practices and are not material to the operation or use of the Acquired Assets in the business of the Sellers as conducted through the relevant Closing Date) removed; provided, that the Buyer shall be under no obligation to pay any amounts to the issuer of such title insurance policies in order to cause an exception not contained in the Title Commitments to be removed from such title insurance policies if the amount of such payment would constitute a Plant Material Adverse Effect;

Title Commitments. Seller shall have furnished to Buyer the ----------------- Title Commitments within the time period required by this Agreement.

Title Commitments. Provided that Buyer has taken all customary and necessary actions for the issuance of the title policies, including without limitation satisfying those certain requirements listed in the Title Commitments within the control and reasonably required to be satisfied on the part of Buyer, each Title Company shall have committed and be prepared to deliver contemporaneously with the Closing, at the Buyer’s sole expense, an Owner’s Policy of Title Insurance materially in accordance with its Title Commitments and with no exceptions to title other than as set forth in its Title Commitments or the Permitted Exceptions. Sellers hereby covenant to satisfy all requirements listed in the Title Commitments within the control of and reasonably required to be satisfied on the part of Sellers, including without limitation all actions required to be performed by Sellers pursuant to this Agreement.

Title Commitments. Purchaser acknowledges that a copy of a current commitment for title insurance or a preliminary title report with respect to the Real Property, together with copies of all documents of record referred to therein (the “Title Commitment”) issued by First American on an ALTA 2006 Owner’s Form or state promulgated form has been delivered or made available to Purchaser.

Title Commitments. Within 20 Business Days after the date hereof, the Parents will jointly retain one or more title companies to prepare title commitments for all of the Contributed Subsidiaries’ Owned Real Property and each of the other properties set forth on Schedule 5.07(a)(i) (all such properties for which title commitments are received, the “Title Reviewed Properties”). The title companies will be jointly selected by the Parents in good faith and will be reputable and of a size commensurate for the nature of the properties being evaluated. The Parents will direct the title companies to prepare the title commitments as promptly as reasonably practicable, and in any case within 30 Business Days of their retention. The Parents will share the costs of the title commitments as follows: 44% for each of Oracle and ▇▇▇▇▇▇, and 12% for Iris.