Title Policies Sample Clauses

Title Policies. The Title Company shall be prepared, -------------- subject only to payment of the applicable premium, endorsement and related fees and delivery of all conveyance documents in recordable form, to issue a title insurance policy to Purchaser, subject only to the Permitted Encumbrances, in accordance with Section 3.3. -----------

Title Policies. On or before the Closing Date, Lender shall have received and approved pro forma Title Policies for the Mortgages, and as of the Closing, each Title Company shall be irrevocably committed and prepared immediately to issue the Title Policies or binding commitments. The Title Policies shall be in form and substance satisfactory to Lender. Without limitation, each Title Policy shall be issued on an ALTA form acceptable to Lender by each Title Company or if an ALTA form is not available in the applicable jurisdiction, another form acceptable to Lender, together with such reinsurance and direct access agreements as Lender may require, insuring that the Mortgages are valid first and prior enforceable liens on each Borrower's fee simple interest or ground leasehold interest, as the case may be, in the applicable Property (including any easements appurtenant thereto) subject only to such exceptions to coverage as are acceptable to Lender, including the Permitted Exceptions. Each Title Policy shall contain such endorsements as Lender may require (to the extent available in the state where the Properties is located) in form acceptable to Lender, including deletion of the creditors' rights exception and affirmative endorsement coverage for creditors' rights risks.

Title Policies. Section 5.14

Title Policies. In accordance with the Escrow Agreement, it shall deliver or cause the delivery of the Title Policies (as defined in the Escrow Agreement) within 90 days of the Closing Date and each Transfer Date, as applicable.

Title Policies. Acquirer shall have received updated title policies for the Property as of the Closing Date satisfactory to the Acquirer.

Title Policies. At the Close of Escrow, but not as a condition thereto, Buyer shall be entitled to request and obtain from Title Company if so requested by Buyer, with a copy to be delivered to Seller, a policy of title insurance with respect to the Property, insuring good and indefeasible title to the Property vested in Buyer as of the Closing Date in the amount of the Purchase Price, subject to such matters of record or apparent as Buyer and Title Company may agree (a “Title Policy”) and including such endorsements thereto as Buyer may request and Title Company agrees to issue (the “Title Endorsements”). The cost of any Title Policy and all Title Endorsements thereto shall be borne by the parties as provided in Section 6.6 below.

Title Policies. Buyer has obtained pro forma title insurance policies from the Title Company in accordance with the Title Commitments insuring the applicable Seller’s fee simple title to each Owned Real Property as of the Closing Date (including all recorded appurtenant easements, insured as separate legal parcels), subject only to Permitted Encumbrances, in such amount as Buyer determines to be the value of the Owned Real Property insured thereunder (the “Title Policies”). The Title Policies have the creditor's rights exception deleted, and include the following endorsements (to the extent available in the applicable jurisdiction, but regardless of whether any additional amount is charged for such endorsement), in form and substance acceptable to Buyer, acting reasonably: (i) an extended coverage endorsement (insuring over the general or standard exceptions); (ii) an ALTA Form 3.1 zoning endorsement (with parking and loading docks), or if unavailable in the applicable jurisdiction, a satisfactory zoning letter from the local zoning authorities; (iii) a survey accuracy endorsement (insuring that the Owned Real Property described therein is the real property shown on the Survey delivered with respect thereto and that such Survey is an accurate survey thereof); (iv) an access endorsement (insuring that the Owned Real Property described therein is adjacent to a public street and has direct and unencumbered pedestrian and vehicular access to such public street); (v) an ALTA Form 9 owner's comprehensive endorsement; (vi) a tax parcel number endorsement (insuring that the tax parcel number in the endorsement includes all of the Owned Real Property insured thereunder and no other real property); (vii) if the Owned Real Property insured therein consists of one (1) or more adjacent parcels, a contiguity endorsement (insuring that all of such parcels are contiguous to one another without any gaps or gores); (viii) a utilities endorsement (insuring the availability of utilities to the Owned Real Property); (ix) a non-imputation endorsement (to the effect that title defects known to the employees, officers, directors and stockholders of each Seller before the Closing are not be deemed to be “facts known to the insured”); and (x) such other endorsements that are requested by Buyer, acting reasonably.

Title Policies. (a) Section 12.1 of the Company Disclosure Letter sets forth the Companies’ existing Owner’s Title Insurance Policies on the owned Real Property designated on Section 6.6(a) of the Company Disclosure Letter as Property Numbers 1, 5-22, 30 and 31 (the “Existing Title Policies”) and the Title Commitments issued to its lenders for the owned Real Property designated on Section 6.6(a) of the Company Disclosure Letter as Properties 1-22, 25-31 (the “Title Commitments”), copies of which have been made available to Buyer. Buyer hereby acknowledges receipt of the Existing Title Policies and Title Commitments as evidence of the status of the Companies’ title to the Real Property as reflected in the Existing Title Policies and the Title Commitments and acceptance of all matters thereon as Permitted Encumbrances or Permitted Liens. With respect to the tunnel/pedestrian link connecting Property 1 to the vestibule, Buyer hereby acknowledges receipt of the Agreements referenced in Section 6.6(a) of the Company Disclosure Letter pertaining to such link and the City Encroachment Permit referenced on Section 5.2(c) of Sellers Disclosure Letter and, subject to receipt of the replacement encroachment permit referenced in Section 4.2(p) of this Agreement, accepts same as evidence of the Company’s title to the tunnel/pedestrian link. With respect to the vacated streets listed on Section 6.6(a) of the Company Disclosure Letter, Buyer may obtain an Owner’s title insurance policy at Buyer’s sole cost and expense. (b) Sellers and Buyer shall split the cost of a new Owner’s Title Insurance Policy, provided that Sellers maximum payment for the new Owner’s Title Insurance Policy shall not exceed the sum of Fifty Thousand Dollars ($50,000) and Buyer shall be responsible for all costs and expenses in excess of $100,000. Such new Owner’s Title Insurance Policy shall be in an amount determined by Buyer issued by Title Company for the owned Real Property referenced on Schedule 6.6(a) on the Company Disclosure Letter including a non-imputation endorsement, if available, (the “Closing Title Policy”), which shall be subject only to the Permitted Liens and Permitted Encumbrances. Buyer agrees to accept valid and insurable (at ordinary rates) fee simple title to the owned Real Property subject to the Permitted Liens and Permitted Encumbrances. (c) In the event that any new liens or encumbrances to the title to the owned Real Property other than the Permitted Encumbrances or the Permitted Liens ...

Title Policies. Sellers shall cooperate with Buyers for Buyers to obtain on or prior to the Closing, at standard rates, either (i) good and valid, irrevocable ALTA extended form title insurance policies (or signed pro forma policies) (collectively, the "Title Policies") issued by Fidelity National Title Insurance Company, or another nationally recognized title company or companies reasonably acceptable to Buyer (collectively, the "Title Company") or (ii) an attorney's opinion of the status of title which shall not be subject to any imputed knowledge of Sellers and the Ecusta Subsidiaries, in the case of the Title Policies referred to in clause (i) above insuring (or committing the Title Company to insure) Buyers' fee title to each parcel of the Owned Real Estate as indicated on Schedule 3.16(a)(i), in such amounts which are at least equal to the stated values in Schedule 3.16(a)(i), subject to no Encumbrances other than the Permitted Fee Title Exceptions as such apply to the particular Owned Real Estate transferred and insured, together with such endorsements as are customary for commercial transactions of this type in such jurisdiction including without limitation a comprehensive endorsement with respect to easements and restrictions of record and no mechanic's liens. Each of the Title Policies shall be effective for the benefit of Buyers as of the date and time of the recording of the deed to the parcel or parcels of the Owned Real Estate, as applicable to which it relates. The cost of obtaining such Title Policies shall be paid equally by Sellers and Buyers. Notwithstanding anything to the contrary contained herein, in lieu of Title Policies, Sellers shall obtain and deliver to Buyers no later than thirty (30) days prior to Closing all information and undertake all actions necessary for Buyers, to obtain on or prior to the Closing, at standard rates, (i) with respect to Owned Real Estate located in Canada and Australia, a certificate of title, similar in form and substance to those certificates customarily received for a real estate transaction in the applicable real estate market of similar size and nature, and (ii) with respect to Owned Real Estate located 62 69 in Canada, an opinion of local counsel with respect to title issues, similar form and substance to those certificates customarily received for a real estate transaction in the applicable real estate market of similar size and nature.

Title Policies. Buyer shall have received title policies (the cost of which is to be borne by Buyer), each in form and from a title insurance company satisfactory to Buyer, for each of the title commitments to be obtained and delivered pursuant to Section 5.13(a); and