Common use of Title Commitments and Policies Clause in Contracts

Title Commitments and Policies. After the execution of this Agreement, Seller will obtain, at its expense, (a) within ten (10) Business Days after the date of this Agreement, current commitments from a title insurance company reasonably acceptable to Buyer (the "TITLE COMPANY") for owner's title insurance policies on the 1997 ALTA owner's form for all Real Property owned by Seller, and current leasehold title policy commitments for lessee's title insurance policies for all Real Property leased by Seller which is used for headend or tower sites (the "TITLE POLICIES") and (b) as soon as practicable, surveys of each parcel of Real Property containing such items as are necessary to obtain the Title Policies to be issued pursuant to the title commitments provided by Seller (the "TITLE COMMITMENTS") in the full amount of the Purchase Price allocated to such Real Property with the standard printed exceptions relating to survey matters deleted (the "SURVEYS"), certified to Buyer, the LLC and to the Title Company issuing a Title Policy, and such affidavits, to the extent such affidavits are factually accurate, as are required by the Title Company in order to delete the standard printed exceptions relating to mechanics liens and the interests of other parties in possession. If Buyer notifies Seller within five (5) Business Days following its receipt of both the Title Commitments and Survey for all the Real Property of any Encumbrance (other than a Permitted Encumbrance) or other matter affecting title to Real Property which prevents access to or which could prevent or impede in any way the use or operation of any parcel of Real Property for the purposes for which it is currently used or operated by Seller (other than a Permitted Encumbrance) (a "TITLE DEFECT"), then Seller will (i) use commercially reasonable efforts to remove such Title Defect or (ii) with the consent of the objecting party, cause the Title Company to commit to insure over each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if Buyer elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, Buyer and Seller will enter into a written agreement at Closing containing the commitment of Seller to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to Buyer, in its reasonable discretion. The cost of the Title Policies shall be paid by Seller on or prior to the Closing Date.

Title Commitments and Policies. After Buyer shall order an update of title in order for Fidelity National Title Insurance Company, 700 Xxxxx Xxxxxxx Xxxxxx, Suite 800, Dallas, Texas 75201 (“Title Company”) to issue title commitments (collectively, “Commitments”) for the execution Properties, together with copies of all documents shown as title exceptions in the Commitments (“Title Documents”). It shall be a condition to Buyer’s obligation to purchase the Properties that the Title Company commits to issue to Buyer at Closing ALTA Owner’s Title Insurance Policies on such form which is acceptable to Buyer) (collectively, “Title Policies”), meeting the requirements of this Agreement, Seller will obtain, at its expense, (a) within ten (10) Business Days after the date of this Agreement, current commitments from a title insurance company reasonably acceptable to Buyer (the "TITLE COMPANY") for owner's title insurance policies on the 1997 ALTA owner's form for all Real Property owned by Seller, and current leasehold title policy commitments for lessee's title insurance policies for all Real Property leased by Seller which is used for headend or tower sites (the "TITLE POLICIES") and (b) as soon as practicable, surveys of each parcel of Real Property containing such items as are necessary to obtain the Title Policies to be issued pursuant to the title commitments provided by Seller (the "TITLE COMMITMENTS") Section 6 in the full amount of the Purchase Price allocated for each Property insuring Buyer’s fee simple title to such Real Property with the standard printed exceptions relating Properties to survey be good, marketable and indefeasible. All matters deleted in the Title Commitments, the Surveys and the Title Documents which are not objected to by Buyer by delivery of written notice to Sellers prior to the expiration of the Inspection Period shall be conclusively deemed to be acceptable to Buyer. Except for any mortgage (other than first priority mortgages securing the "SURVEYS"Assumable Loans), certified judgment or other monetary lien created or caused by Sellers (collectively, “Liens”), which Sellers shall satisfy at Closing, Sellers shall have no obligation to eliminate or cure any of Buyer, the LLC and ’s objections (except that Sellers shall deliver to the Title Company issuing a customary owner’s affidavit and gap indemnity.) In the event that Sellers do not cure or eliminate all timely raised title defects or objections by the Closing to Buyer’s satisfaction (other than liens which Sellers shall satisfy at Closing), then Buyer shall have the option of either: (A) accepting the title “as-is,” without reduction in the Purchase Price and without claim against Sellers therefor or (B) canceling this Agreement, in which event the Escrow Agent shall immediately deliver the Exxxxxx Money Deposit together with any interest earned thereon to Buyer, this Agreement shall be null and void and Sellers and Buyer shall be released from all further obligations under this Agreement except as may be otherwise set forth herein. Following the Closing and the recording of the applicable closing documents, the Title PolicyCompany shall issue the Title Policies, and effective as of the Closing Date, with such affidavits, to the extent such affidavits are factually accurate, endorsements as are required by Buyer and Buyer’s lender, if any. In the Title Company in order to delete event the standard printed exceptions relating to mechanics liens and the interests of other parties in possession. If Buyer notifies Seller within five (5) Business Days following its receipt of both the Title Commitments and Survey for all the Real Property of any Encumbrance (other than a Permitted Encumbrance) or other matter affecting title to Real Property which prevents access to or which could prevent or impede in any way the use or operation of any parcel of Real Property for the purposes for which it is currently used or operated by Seller (other than a Permitted Encumbrance) (a "TITLE DEFECT"), then Seller will (i) use commercially reasonable efforts to remove such Title Defect or (ii) with the consent insurance laws of the objecting partystate in which a Property is located do not authorize the issuance of an ALTA owner’s title insurance policy, cause the Title Company to commit to insure over each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if Buyer elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, Buyer and Seller will enter into a written agreement at Closing containing the commitment of Seller to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to Buyer, in its reasonable discretion. The cost of the Title Policies shall include such other endorsements as may be paid by Seller on or prior necessary to insure Buyer’s title to the Closing DateProperties in substantially the same form as would be provided by an ALTA owners title insurance policy.

Title Commitments and Policies. After Buyer shall order an update of ------------------------------- title in order for the execution of this AgreementFirst American Title Insurance Company, Seller will obtainChicago, at its expenseIllinois ("Title Company") to issue title commitments (collectively, (a) within ten (10) Business Days after the date of this Agreement, current commitments from a title insurance company reasonably acceptable to Buyer (the "TITLE COMPANYCommitments") for ownerthe Properties. The Title Company will issue to Buyer at Closing ALTA Owner's title insurance policies Title Insurance Policies ALTA 1970 Form B (amended 10/17/70 and 10/17/84) and equivalent CLTA Owner's Title Insurance Policies, if available (if such form is not available, then on the 1997 ALTA owner's such form for all Real Property owned by Seller, and current leasehold title policy commitments for lessee's title insurance policies for all Real Property leased by Seller which is used for headend or tower sites acceptable to Buyer) (the collectively, "TITLE POLICIESTitle Policies") and (b) as soon as practicable), surveys of each parcel of Real Property containing such items as are necessary to obtain the Title Policies to be issued pursuant to the title commitments provided by Seller (the "TITLE COMMITMENTS") in the full amount of the Purchase Price allocated for each Property insuring Buyer's fee simple title to such Real Property with the standard printed Properties to be good, marketable and indefeasible. The Commitments must include copies of all documents shown as title exceptions relating to survey matters deleted in the Commitments (the "SURVEYSTitle Documents"), certified . All matters shown on the Surveys and the Title Documents which are not objected to by Buyer by delivery of written notice to Sellers prior to the expiration of the Inspection Period shall be conclusively deemed to be acceptable to Buyer. If Buyer has given Sellers timely written notice of defect(s) which render the title unacceptable to Buyer, in Buyer's sole discretion, then Sellers may elect to agree to cure or eliminate such defects or to terminate this Agreement. Sellers agree to remove by payment any delinquent installments of taxes, bonds or assessments, judgment liens, income tax liens and other similar liens which can be cured or removed by the LLC payment of money or bonding. In the event that Sellers do not cure or eliminate all timely raised title defects or objections by the Closing to Buyer's satisfaction, then Buyer shall have the option of either: (A) accepting the title "as-is," without reduction in the Purchase Price and without claim against Sellers therefor or (B) canceling this Agreement, in which event the Escrow Agent shall immediately deliver the Exxxxxx Money Deposit together with any interest earned thereon to Buyer, this Agreement shall be null and void and Sellers and Buyer shall be released from all further obligations under this Agreement except as may be otherwise set forth herein. Following the Closing and the recording of the applicable closing documents, the Title Company issuing a shall issue the Title Policy, and Policies with such affidavits, to the extent such affidavits are factually accurate, endorsements as are required by Buyer and Buyer's lender. In the Title Company in order to delete event the standard printed exceptions relating to mechanics liens and the interests of other parties in possession. If Buyer notifies Seller within five (5) Business Days following its receipt of both the Title Commitments and Survey for all the Real Property of any Encumbrance (other than a Permitted Encumbrance) or other matter affecting title to Real Property which prevents access to or which could prevent or impede in any way the use or operation of any parcel of Real Property for the purposes for which it is currently used or operated by Seller (other than a Permitted Encumbrance) (a "TITLE DEFECT"), then Seller will (i) use commercially reasonable efforts to remove such Title Defect or (ii) with the consent insurance laws of the objecting partystate in which a Property is located do not authorize the issuance of an ALTA owner's title insurance policy, cause the Title Company to commit to insure over each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if Buyer elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, Buyer and Seller will enter into a written agreement at Closing containing the commitment of Seller to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to Buyer, in its reasonable discretion. The cost of the Title Policies shall include such other endorsements as may be paid by Seller on or prior necessary to insure Buyer's title to the Closing DateProperties in substantially the same form as would be provided by an ALTA owners title insurance policy.

Title Commitments and Policies. After the execution of this Agreement, Seller will obtain, at its expense, (a) within ten (10) Business Days after the date of this Agreement, current commitments from a title insurance company reasonably acceptable to Buyer (the "TITLE COMPANY") for owner's title insurance policies on the 1997 ALTA owner's form for all Real Property owned by Seller, shall request and current leasehold title policy commitments for lessee's title insurance policies for all Real Property leased by Seller which is used for headend or tower sites (the "TITLE POLICIES") and (b) as soon as practicable, surveys of each parcel of Real Property containing such items as are necessary to obtain the Title Policies to be issued pursuant to the title commitments provided by Seller (the "TITLE COMMITMENTS") in the full amount of the Purchase Price allocated to such Real Property with the standard printed exceptions relating to survey matters deleted (the "SURVEYS"), certified to Buyer, the LLC and to the Title Company issuing a Title Policy, and such affidavits, to the extent such affidavits are factually accurate, as are required by the Title Company in order to delete the standard printed exceptions relating to mechanics liens and the interests of other parties in possession. If Buyer notifies Seller within five (5) Business Days following its receipt of both the Title Commitments and Survey for all the Real Property of any Encumbrance (other than a Permitted Encumbrance) or other matter affecting title to Real Property which prevents access to or which could prevent or impede in any way the use or operation of any parcel of Real Property for the purposes for which it is currently used or operated by Seller (other than a Permitted Encumbrance) (a "TITLE DEFECT"), then Seller will (i) use commercially reasonable efforts to remove such Title Defect or (ii) with the consent of the objecting party, cause the Title Company to commit to insure over each such issue title commitments for the issuance of one or more Title Defect prior to Policies on the Timberlands (individually, a “Title Commitment” and collectively, the “Title Commitments”). At the Closing. If such Title Defect cannot be removed prior to Closing or , Purchaser shall purchase from the Title Company does an aggregate amount of title insurance on the Timberlands in an amount not commit to exceed the Purchase Price (allocated by county and/or state, as applicable) and allocated to the Property using the standard 2006 ALTA owner’s title insurance policy (or such other comparable form of title insurance policy as is available in the jurisdictions in which the Timberlands are located), which title insurance policies shall insure over such Title Defect prior to Closing and if Buyer elects to waive such Title Defect and proceed towards consummation that, as of the transaction Closing Date, Purchaser holds fee simple title to the Owned Timberlands and leasehold title to the Leased Timberlands, in accordance each case subject only to the Permitted Exceptions (the “Title Policies”). Seller and its Affiliates shall cooperate, at no cost to Seller or its Affiliates, with this Agreement Purchaser in its reasonable discretion, Buyer and Seller will enter into a written agreement at Closing efforts to purchase Title Policies containing the commitment following endorsements (each of Seller which shall be in a form reasonably acceptable to use commercially reasonable efforts to remedy Purchaser): (i) a “same as map” endorsement, insuring that the Title Defect following Closing on terms satisfactory to Buyer, land described in its reasonable discretion. The cost the legal descriptions of the Timberlands contained in the Title Policies is the same land as shown on the Maps describing the Timberlands; and (ii) so called gap coverage, including providing such affidavits and indemnities as may be reasonably requested by the Title Company. In addition, Seller and its Affiliates shall cooperate, at no cost or additional liability to Seller, with Purchaser in its efforts to purchase title insurance covering portions of the Timberlands where Seller has historically enjoyed access and where Seller has written permission to access portions of the Timberlands, including by providing such affidavits as may be paid reasonably requested by the Title Company. Seller on shall provide Purchaser with any information in Seller’s possession or prior control regarding historical, verbal and/or written access rights to the Timberlands which Seller enjoys as of the date of this Agreement and as of the Closing Date.