Common use of Title Insurance and Survey Clause in Contracts

Title Insurance and Survey. Weeks acknowledges receipt of, and hereby -------------------------- approves, that certain ALTA Commitment Title Insurance issued to Weeks by Old Republic National Title Insurance Company, Commitment No. 96- 437 (Revised), committing to issue title insurance on the Property in the amounts of coverage therein stated (the "Commitment"). Weeks hereby approves the title exceptions and the surveys (the "Surveys") identified in Schedule B, Part II of the Commitment as applicable to the Property. NWI shall cause to be issued at contribution of a Tract a policy of title insurance (ALTA Form) pursuant to the Commitment as to the Tract containing only those exceptions specified in Paragraph 3 above and any other exceptions that may be acceptable to Weeks. Prior to giving notice for a contribution on a Tract pursuant to Paragraph 5 hereof, Weeks shall cause the Commitment and the applicable Survey to be updated for that Tract and Weeks shall identify in such notice any title exception affecting the Tract (other than those specified in Paragraph 3) that Weeks determines to be objectionable. NWI shall cure any such exception on or before the date designated for contribution to Weeks's reasonable satisfaction and, if such cure is not completed by that date, then the contribution shall be delayed for a period not to exceed sixty (60) days to permit NWI additional time to cure. If after such delay, such title objection is not cured to Weeks's reasonable satisfaction, Weeks may elect to do one of the following: (i) cure the exception, with all costs and expenses incurred by Weeks applied to reduce the Contribution Value (and amounts advanced will also reduce the Revaluation Date Value), in which case the contribution shall be further delayed an additional sixty (60) day period, or (ii) terminate this Agreement as to the Tract or as to the remaining uncontributed Property (at Weeks' election) and xxx NWI for damages at law, or (iii) seek specific performance of NWI's obligations hereunder. NWI hereby covenants and agrees with Weeks that, so long as this Agreement remains in full force and effect, (i) NWI will not sell, assign, rent, lease, convey (absolutely or as security), grant a security interest in, or otherwise encumber or dispose of, the Property (or any interest or estate therein) without the prior written consent of Weeks; and (ii) NWI will not apply for any modification to the zoning in effect for the Property as of the date of this Agreement or agree to any impact fees or other restrictions on future development rights that would affect the Property, without the prior written consent of Weeks. NWI will not grade, cut timber or otherwise alter the physical characteristics of the Property without the prior written consent of Weeks, in each instance, excluding grading ongoing and under contract as of the date of this agreement. NWI further covenants and agrees that, so long as this Agreement remains in full force and effect, NWI will make all payments of money, and do all other things required of NWI, required under that certain indebtedness of NWI in the principal amount of Two Million Seven Hundred Seventy- Seven Thousand and no/100 Dollars ($2,777,000.00) to First Union National Bank of Tennessee, and any related security documents (the "Land Loan"), and that NWI will take no affirmative action which shall cause the NWI to be unable to contribute good and marketable title to the Property or which shall cause any warranty or representation contained in this Agreement to be incorrect or misleading at any time. NWI further covenants and agrees that (i) NWI will not amend or modify the loan documents evidencing and securing the Land Loan, in any way, without in each instance obtaining the prior written consent of Weeks, and (ii) at the time a Tract of the Property is contributed to Weeks pursuant to this Agreement, NWI shall cause such Tract to be released from the lien of the loan documents securing the Land Loan, at its sole cost and expense. From time to time during the pendency of this Agreement, at the request of Weeks, NWI agrees to take actions, to support applications and to enter into any easements, covenants or other agreements with Weeks and third-parties pertaining to development (including infrastructure, roads, utilities and other development requirements), affecting the uncontributed portion of the Property to facilitate Weeks' development of Tracts contributed to Weeks and the remainder of the Property. Additionally, at the request of Weeks, NWI agrees to dedicate to the public or quasi-public authorities, portions of the Property not yet contributed to Weeks pursuant to this Agreement for the purpose of dedicating public right-of-ways, utility easements and other infrastructure items to facilitate development of the Tracts contributed to Weeks and the remainder of the Property. NWI agrees to cooperate and support fully all requests and actions taken by Weeks pursuant to this paragraph. Because Weeks is obligated in any case ultimately to acquire all of the Property pursuant to, and subject to, the terms and conditions of this Agreement, NWI will cooperate with Weeks to enable Weeks to develop and construct roads, utilities, lines, facilities and other improvements, storm water detention lines, facilities and other improvements, landscaping, lighting, signage and traffic improvements, sidewalks and other infrastructure for the total development within the Property by granting easements as reasonably necessary to serve the tracts which have been or that are being contributed to Weeks and prior to the contribution of the remaining Property on which such infrastructure improvements are developed. Contemporaneously with the execution and delivery of this Agreement, Weeks and NWI shall enter into a short form memorandum of this Agreement, which shall be recorded in the public records of Xxxxxxxxxx County, Tennessee, to give notice of Weeks' interest in the Property pursuant to this Agreement.

Title Insurance and Survey. Weeks acknowledges receipt of, and hereby -------------------------- approves, that certain ALTA Commitment Title Insurance issued to Weeks by Old Republic National Title Insurance Company, Commitment No. 96- 437 (Revised), committing to issue title insurance on the Property in the amounts of coverage therein stated (the "Commitment"). Weeks hereby approves the title exceptions and the surveys (the "Surveys") identified in Schedule B, Part II of the Commitment as applicable to the Property. NWI shall cause to be issued at contribution of a Tract a policy of title insurance (ALTA Form) pursuant to the Commitment as to the Tract containing only those exceptions specified in Paragraph 3 above and any other exceptions that may be acceptable to Weeks. Prior to giving notice for a contribution on of a Tract pursuant to Paragraph 5 hereof, Weeks shall cause the Commitment and the applicable Survey to be updated for that Tract and Weeks shall identify in such notice any title exception affecting the Tract (other than those specified in Paragraph 3) that Weeks determines to be objectionable. NWI shall cure any such exception on or before the date designated for contribution to Weeks's ' reasonable satisfaction and, if such cure is not completed by that date, then the contribution shall be delayed for a period not to exceed sixty (60) days to permit NWI additional time to cure. If after such delay, such title objection is not cured to Weeks's reasonable satisfaction, Weeks may elect to do one of the following: (i) cure the exception, with all costs and expenses incurred by Weeks applied to reduce the Contribution Value (and amounts advanced will also reduce the Revaluation Date Value), in which case the contribution shall be further delayed an additional sixty (60) day period, or (ii) terminate this Agreement as to the Tract or as to the remaining uncontributed Property (at Weeks' election) and xxx NWI for damages at law, or (iii) seek specific performance of NWI's obligations hereunder. NWI hereby covenants and agrees with Weeks that, so long as this Agreement remains in full force and effect, (i) NWI will not sell, assign, rent, lease, convey (absolutely or as security), grant a security interest in, or otherwise encumber or dispose of, the Property (or any interest or estate therein) without the prior written consent of Weeks; and (ii) NWI will not apply for any modification to the zoning in effect for the Property as of the date of this Agreement or agree to any impact fees or other restrictions on future development rights that would affect the Property, without the prior written consent of Weeks. NWI will not grade, cut timber or otherwise alter the physical characteristics of the Property without the prior written consent of Weeks, in each instance, excluding grading ongoing and under contract as of the date of this agreement. NWI further covenants and agrees that, so long as this Agreement remains in full force and effect, NWI will make all payments of money, and do all other things required of NWI, required under that certain indebtedness of NWI in the principal amount of Two One Million Seven Five Hundred Seventy- Seven Thousand and no/100 Dollars ($2,777,000.001,500,000.00) to First Union National Bank of Tennessee, and any related security documents (the "Land Loan"), and that NWI will take no affirmative action which shall cause the NWI to be unable to contribute good and marketable title to the Property or which shall cause any warranty or representation contained in this Agreement to be incorrect or misleading at any time. NWI further covenants and agrees that (i) NWI will not amend or modify the loan documents evidencing and securing the Land Loan, in any way, without in each instance obtaining the prior written consent of Weeks, and (ii) at the time a Tract of the Property is contributed to Weeks pursuant to this Agreement, NWI shall cause such Tract to be released from the lien of the loan documents securing the Land Loan, at its sole cost and expense. From time to time during the pendency of this Agreement, at the request of Weeks, NWI agrees to take actions, to support applications and to enter into any easements, covenants or other agreements with Weeks and third-parties pertaining to development (including infrastructure, roads, utilities and other development requirements), affecting the uncontributed portion of the Property to facilitate Weeks' development of Tracts contributed to Weeks and the remainder of the Property. Additionally, at the request of Weeks, NWI agrees to dedicate to the public or quasi-public authorities, portions of the Property not yet contributed to Weeks pursuant to this Agreement for the purpose of dedicating public right-of-ways, utility easements and other infrastructure items to facilitate development of the Tracts contributed to Weeks and the remainder of the Property. NWI agrees to cooperate and support fully all requests and actions taken by Weeks pursuant to this paragraph. Because Weeks is obligated in any case ultimately to acquire all of the Property pursuant to, and subject to, the terms and conditions of this Agreement, NWI will cooperate with Weeks to enable Weeks to develop and construct roads, utilities, lines, facilities and other improvements, storm water detention lines, facilities and other improvements, landscaping, lighting, signage and traffic improvements, sidewalks and other infrastructure for the total development within the Property by granting easements as reasonably necessary to serve the tracts which have been or that are being contributed to Weeks and prior to the contribution of the remaining Property on which such infrastructure improvements are developed. Contemporaneously with the execution and delivery of this Agreement, Weeks and NWI shall enter into a short form memorandum of this Agreement, which shall be recorded in the public records of Xxxxxxxxxx Davidson County, Tennessee, to give notice of Weeks' interest in the Property pursuant to this Agreement.

Title Insurance and Survey. Weeks acknowledges receipt of, and hereby Within ten (10) business days after notice for -------------------------- approves, that certain ALTA Commitment Title Insurance issued to Weeks by Old Republic National Title Insurance Company, Commitment No. 96- 437 (Revised), committing to issue title insurance on the Property in the amounts of coverage therein stated (the "Commitment"). Weeks hereby approves the title exceptions and the surveys (the "Surveys") identified in Schedule B, Part II of the Commitment as applicable to the Property. NWI shall cause to be issued at a contribution of a Tract a policy of title insurance (ALTA Form) pursuant to the Commitment as to the Tract containing only those exceptions specified in Paragraph 3 above and any other exceptions that may be acceptable to Weeks. Prior to giving notice for a contribution on a Tract pursuant to Paragraph 5 hereof, Weeks shall cause the Commitment and the applicable Survey to be updated for that Tract and Weeks shall identify in such a notice any title exception affecting the Tract (other than those specified in Paragraph 3) that Weeks determines to be objectionable. NWI The Contributors shall cure any such exception on or before the date designated for contribution to Weeks's ' reasonable satisfaction and, if such cure is not completed by that date, then the contribution shall be delayed for a period not to exceed sixty (60) days to permit NWI the Contributors additional time to cure. If after such delay, such title objection is not cured to Weeks's ' reasonable satisfaction, Weeks may elect to do one of the following: (i) cure the exception, with all costs and expenses incurred by Weeks applied to reduce the Contribution Value (and amounts advanced will also reduce the Revaluation Date Value), in which case the contribution shall be further delayed an additional sixty (60) day period, or (ii) terminate this Agreement as to the Tract or as to the remaining uncontributed Property (at Weeks' election, if in Weeks' reasonable determination the exception is of such a nature that it affects the remaining uncontributed Property) and xxx NWI the Contributors for damages at law, or (iii) seek specific performance of NWI's the Contributors' obligations hereunder. NWI The Contributors hereby covenants covenant and agrees agree with Weeks that, so long as this Agreement remains in full force and effect, (i) NWI the Contributors will not, and will not permit the Land Partnership to, sell, assign, rent, lease, convey (absolutely or as security), grant a security interest in, or otherwise encumber or dispose of, the Property (or any interest or estate therein) without the prior written consent of Weeks; and (ii) NWI the Contributors will not, and will not permit the Land Partnership to, apply for any modification to the zoning in effect for the Property as of the date of this Agreement or agree to any impact fees or other restrictions on future development rights that would affect the Property, without the prior written consent of Weeks. NWI The Contributors will not, and will not permit the Land Partnership to, grade, cut timber or otherwise alter the physical characteristics of the Property without the prior written consent of Weeks, in each instance, excluding grading ongoing and under contract as of the date of this agreement. NWI further covenants and agrees that, so long as this Agreement remains in full force and effect, NWI will make all payments of money, and do all other things required of NWI, required under that certain indebtedness of NWI in the principal amount of Two Million Seven Hundred Seventy- Seven Thousand and no/100 Dollars ($2,777,000.00) to First Union National Bank of Tennessee, and any related security documents (the "Land Loan"), and that NWI The Contributors will take no affirmative action action, and will not permit the Land Partnership to take any affirmative action, which shall cause the NWI Contributors to be unable to contribute good and marketable title to the Property or which shall cause any warranty or representation contained in this Agreement to be incorrect or misleading in any material respect at any time. NWI further covenants and agrees that (i) NWI will not amend or modify the loan documents evidencing and securing the Land Loan, in any way, without in each instance obtaining the prior written consent of Weeks, and (ii) at the time a Tract of the Property is contributed to Weeks pursuant to this Agreement, NWI shall cause such Tract to be released from the lien of the loan documents securing the Land Loan, at its sole cost and expense. From time to time during the pendency of this Agreement, at the request and expense of WeeksWeeks and subject to the prior consent of the Contributors, NWI which such consent shall not be unreasonably withheld or delayed, the Contributors agrees to take actions or, cause the Land Partnership to take such actions, to support applications and to enter into any easements, covenants or other agreements with Weeks and third-parties pertaining to development (including infrastructure, roads, utilities and other development requirements), affecting the uncontributed portion of the Property to facilitate Weeks' development of Tracts contributed to Weeks and the remainder of the Property. Additionally, at the request and expense of WeeksWeeks and subject to the prior consent of the Contributors, NWI agrees which such consent shall not be unreasonably withheld or delayed, the Contributors agree, or agree to cause the Land Partnership, to dedicate to the public or quasi-public authorities, portions of the Property not yet contributed to Weeks pursuant to this Agreement for the purpose of dedicating public right-of-ways, utility easements and other infrastructure items to facilitate development of the Tracts contributed to Weeks and the remainder of the Property. NWI agrees The Contributors agree to cooperate and support fully all reasonable requests and actions taken by Weeks pursuant to this paragraph. Because Weeks is obligated in any case ultimately to acquire all of the Property pursuant to, and subject to, the terms and conditions of this Agreement, NWI the Contributors will cooperate with Weeks and will cause the Land Partnership to cooperate with Weeks, to enable Weeks to develop and construct roads, utilities, lines, facilities and other improvements, storm water detention lines, facilities and other improvements, landscaping, lighting, signage and traffic improvements, sidewalks and other infrastructure for the total development within the Property by granting easements as reasonably necessary to serve the tracts Tracts which have been or that are being contributed to Weeks and prior to the contribution of the remaining Property on which such infrastructure improvements are developed. All improvements made by Weeks shall be constructed in a good and worker like manner and no liens (except inchoate material and mechanics liens) shall be imposed on the Property. Weeks agrees to and does hereby indemnify, defend and hold the Contributors harmless from any personal injury, death, damage to property, damage, liens, claims, losses and liabilities arising out of Weeks' exercising such right and privilege to go upon the Property, including the acts and omissions of Weeks' employees, agents, contractors and consultants. Weeks agrees to maintain appropriate public liability insurance covering its activities on the Property with the Land Partnership and the Contributors named as additional insureds. Contemporaneously with the execution and delivery of this Agreement, Weeks and NWI the Land Partnership (at the direction of the Contributors) shall enter into a short form memorandum of this Agreement, which shall be recorded in the public records of Xxxxxxxxxx Wake County, TennesseeNorth Carolina, to give notice of Weeks' interest in the Property pursuant to this Agreement.

Title Insurance and Survey. Weeks acknowledges receipt of, and hereby -------------------------- approves, that certain ALTA Commitment Title Insurance insurance issued to Weeks by Old Republic National Title Insurance Company, Commitment No. 96- 96-437 (Revised), committing to issue title insurance on the Property in the amounts of coverage therein stated (the "Commitment"). Weeks hereby approves the title exceptions and the surveys (the "Surveys") identified in Schedule B, Part II of the Commitment as applicable to the Property. NWI shall cause to be issued at contribution of a Tract the Property a policy of title insurance (ALTA Form) pursuant to the Commitment as to the Tract containing only those exceptions specified in Paragraph 3 above and any other exceptions that may be acceptable to Weeks. Prior to giving notice contribution for a contribution on a Tract the Property pursuant to Paragraph 5 hereof, Weeks shall cause the Commitment and the applicable Survey to be updated for that Tract and Weeks shall identify in such notice any title exception affecting the Tract Property (other than those specified in Paragraph 3) that Weeks determines to be objectionable. NWI shall cure any such exception on or before the date designated for contribution to Weeks's reasonable satisfaction and, if such cure is not completed by that date, then the contribution shall be delayed for a period not to exceed sixty (60) days to permit NWI additional time to cure. If after such delay, such title objection is not cured to Weeks's reasonable satisfaction, Weeks may elect to do one of the following: (i) cure the exception, with all costs and expenses incurred by Weeks applied to reduce the Contribution Value (and amounts advanced will also reduce the Revaluation Date Value), in which case the contribution shall be further delayed an additional sixty (60) day period, or (ii) terminate this Agreement as to the Tract or as to the remaining uncontributed Property (at as Weeks' 's election) and xxx NWI for damages at law, or (iii) seek specific performance of NWI's obligations hereunder. The Property shall be contributed by NWI to Weeks pursuant to this Agreement subject to certain purchase money indebtedness (the "Purchase Money Loan"), in the original principal face amount of $1,780,900, evidenced and second by the documents described on Exhibit C hereto --------- (collectively, the "Purchase Money Loan Documents"). From and after Contribution, Weeks agrees to indemnify and hold harmless, NWI, Xxxx X. Xxxxxx, Xx. and Xxxxxx X. Xxxxxxx, Xx. for any and all loss, cost or damage they may suffer or incur as a result of a default that arises or occurs under the Purchase Money Loan Documents on or after the contribution date including attorney's fees and court costs. On the date of contribution, NWI shall cause Weeks to receive from the holder of the Purchase Money Loan Documents an estoppel and consent agreement in form and content reasonably acceptable to Weeks confirming, among such other matters as Weeks may reasonably require, that it is the holder of the Purchase Money Loan Documents, the outstanding principal of the Purchase Money Loan, that no default is then outstanding, identifying the applicable Purchase Money Loan Documents, confirming the amounts of any tax and insurance escrows, and consenting to the contribution to Weeks of the Property as provided in this Agreement and the assumption by Weeks of the Purchase Money Loan. NWI hereby covenants and agrees with Weeks that, so long as this Agreement remains in full force and effect, (i) NWI will not sell, assign, rent, lease, convey (absolutely or as security), grant a security interest in, or otherwise encumber or dispose of, the Property (or any interest or estate therein) without the prior written consent of Weeks; and (ii) NWI will not apply for any modification to the zoning in effect for the Property as of the date of this Agreement or agree to any impact fees or other restrictions on future development rights that would affect the Property, without the prior written consent of Weeks. NWI will not grade, cut timber or otherwise alter the physical characteristics of the Property without the prior written consent of Weeks, in each instance, excluding grading ongoing and under contract as of the date of this agreement. NWI further covenants and agrees that, so long as this Agreement remains in full force and effect, NWI will not amend or modify the Purchase Money Loan Documents, will make all payments of money, and do all other things required of NWI, required under that certain indebtedness of NWI in the principal amount of Two Million Seven Hundred Seventy- Seven Thousand and no/100 Dollars ($2,777,000.00) to First Union National Bank of Tennessee, and any related security documents (the "Land Loan")Purchase Money Loan Documents, and that NWI will take no affirmative action which shall cause the NWI to be unable to contribute good and marketable title to the Property or which shall cause any warranty or representation contained in this Agreement to be incorrect or misleading at any time. NWI further covenants and agrees that (i) NWI will not amend or modify the loan documents evidencing and securing the Land Loan, in any way, without in each instance obtaining the prior written consent of Weeks, and (ii) at the time a Tract of the Property is contributed to Weeks pursuant to this Agreement, NWI shall cause such Tract to be released from the lien of the loan documents securing the Land Loan, at its sole cost and expense. From time to time during the pendency of this Agreement, at the request of Weeks, NWI agrees to take actions, to support applications and to enter into any easements, covenants or other agreements with Weeks and third-parties pertaining to development (including infrastructure, roads, utilities and other development requirements), affecting the uncontributed portion of the Property to facilitate Weeks' development of Tracts contributed to Weeks and the remainder Purchase Money Loan Documents of the Property. Additionally, at the request of Weeks, NWI agrees to dedicate to the public or quasi-public authorities, portions of the Property not yet contributed to Weeks pursuant to this Agreement for the purpose of dedicating public right-of-ways, utility easements and other infrastructure items to facilitate development of the Tracts contributed to Weeks and the remainder of the Property. NWI agrees to cooperate and support fully all requests and actions taken by Weeks pursuant to this paragraph. Because Weeks is obligated in any case ultimately to acquire all of the Property pursuant to, and subject to, the terms and conditions of this Agreement, NWI will cooperate with Weeks to enable Weeks to develop and construct roads, utilities, lines, facilities and other improvements, storm water detention lines, facilities and other improvements, landscaping, lighting, signage and traffic improvements, sidewalks and other infrastructure for the total development within the Property by granting easements as reasonably necessary to serve the tracts which have been or that are being contributed to Weeks and prior to the contribution of the remaining Property on which such infrastructure improvements are developed. Contemporaneously with the execution and delivery of this Agreement, Weeks and NWI shall enter into a short form memorandum of this Agreement, which shall be recorded in the public records of Xxxxxxxxxx Davidson County, Tennessee, to give notice of Weeks' interest in the Property pursuant to this Agreement.