Common use of Title Commitments Clause in Contracts

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. Prior In the event that any matter appearing in any title commitment or title policy previously delivered to ClosingPurchaser, Seller shall cooperate with Buyer and use Commercially Reasonable Efforts to assist Buyer if Buyer desires to obtain American Land Title Association or any update thereto or new title commitment obtained by Purchaser ("ALTA") title insurance commitments (collectively, the "Title Commitments," and each any of same being a "Title Commitment")) other than Permitted Encumbrances, in final form, from one or more title insurance companies is unacceptable to Purchaser (collectively, the each a "Title CompanyDefect"), committing Purchaser shall have notified MOP in writing of such facts and the reasons therefor ("Purchaser's Title Objections"). The parties acknowledge that, as of the date hereof, Purchaser has delivered to MOP Purchase Title Objections with respect to all of the Properties. Anything herein to the contrary notwithstanding, Purchaser's Title Objections may not include (i) any of the Existing Secured Indebtedness, (ii) any inchoate mechanic liens for completed construction, or construction in progress, provided the same is paid or transferred to bond by MOP or the respective Seller prior to or at Closing, (iii) any Lease, except for Transfer Restrictions contained in any Lease, which shall be governed by Section 7.04 hereof, (iv) utility easements provided same are customary in connection with (or which reasonably serve) the Improvements and do not lie under any building areas, (v) liens for unpaid taxes, charges or assessments which are not yet due and payable but not yet delinquent, provided the same are paid at Closing or, as applicable, prorated in the manner set forth in Section 4.02(a), or (vi) zoning or other building regulations provided the same do not prohibit or impair in any material respects the use of the Properties as each is currently being used, as contemplated by this Agreement (each of same being a "Permitted Encumbrance"). MOP shall respond in writing to any of Purchaser's Title Objections no later than the close of business on March 8, 2004, as to whether MOP intends to cause (or to cause the Title Company (subject only to the satisfaction of any industry standard requirements contained in the Title Commitmentcause) same to issue ALTA (be eliminated, insured over, modified 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 cured prior to the Closing Date. Notwithstanding anything to the contrary contained herein, Seller Sellers and MOP shall execute have no obligation to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate, insure over or modify any Title Objections except as the same relate to liens other than the liens securing the Existing Secured Indebtedness, judgments or consensual liens which are outstanding that have been reduced to a sum certain or liquidated amount and deliverhave not been bonded off. In the event MOP so informs Purchaser in writing that MOP is unable or unwilling to eliminate, cure or modify all of the Title Defects by the Closing Date, or cause if MOP has not timely responded in writing to Purchaser's Title Objections, Purchaser may (as its sole and exclusive remedy) treat the Property or Properties that is or are the subject of Purchaser's Title Defects as an Excluded Property by delivering notice thereof in writing to MOP within five (5) Business Days following the date upon which Purchaser receives the notice provided for above from MOP regarding MOP's intent to cure Title Objections, such collective title review and objections periods being hereinafter referred to as the "Title Review Period"), and such affected Property or Properties shall thereupon be executed an Excluded Property for all purposes under this Agreement. Provided, however, prior to excluding any Property under this Section 3.03 (a), Purchaser shall contact MOP in order to apprise MOP of Purchaser's intention to so exclude a Property or Properties. Upon the expiration of the Title Review Period, except for any of the Title Defects that MOP or the Title Company has agreed in writing to cure, insure over, or eliminate, and deliveredexcept for Properties excluded by Purchaser as described in the preceding sentence, Purchaser shall be deemed to have accepted the form and substance of all exceptions to the Title Company, at no cost Commitments and other items shown thereon which shall thereupon be deemed 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 Deedbe Permitted Encumbrances.