Common use of Title Policies and Surveys Clause in Contracts

Title Policies and Surveys. The Buyer, at its sole cost and expense, may procure owner’s title insurance commitments and title insurance policies (the “Title Policies”) from Lawyers Title Company with respect to the Owned Real Property and/or the Leased Real Property insuring title subject only to the Permitted Encumbrances and such other general title exceptions as may be raised by Lawyers Title Company; provided, that Buyer’s ability or inability to obtain title insurance from Lawyers Title Company on such Owned Real Property or such Leased Real Property shall not result in an adjustment to the Purchase Price. If Buyer requests extended coverage policies or any endorsements to the Title Policies, Buyer shall also be responsible for the cost of such extended coverage and endorsements and the delivery of any documentation required by the title company in connection with the issuance of such extended coverage and endorsements (including surveys and/or zoning reports), however, Sellers shall deliver the documentation required by the title company in connection therewith as described below in this Section 7.12. At Buyer’s request, the Sellers and their Affiliates shall cooperate with and assist Buyer with any reasonable request in Buyer’s efforts to obtain such Title Policies and shall execute and deliver to Lawyers Title Company (i) such affidavits, certificates and other documentation as are customary and reasonably requested to cause Lawyers Title Company to issue CLTA Standard title insurance policies for the Owned Real Property and/or the Leased Real Property, provided that no such cooperation or assistance and nothing in such affidavits, certificates or documentation shall require the Sellers or their Affiliates to incur any Liabilities or obligations to any Person that are not otherwise expressly set forth in this Agreement, and (ii) the owner’s affidavits, gap undertakings and, if required by Lawyers Title Company, real estate tax indemnity agreements, in the forms attached hereto as Exhibit S. In no event shall Sellers be obligated to seek estoppel certificates in connection with any of the Fuel Retail Leased Real Properties, the Xxxxxx Logistics and Marketing Terminals Pipeline Systems or the Xxxxxx Logistics and Marketing Terminals Pipeline Systems ROWs. Prior to Closing, the Buyer may, at its sole cost and expense, obtain and update any surveys pertaining to the Owned Real Property or the Leased Real Property; provided, however, that any such surveys and survey updates shall be performed by Xxxxx & Xxxxxxx or another surveyor acceptable to the Sellers, the approval of which shall not be unreasonably withheld.

Title Policies and Surveys. Prior to the Closing Date, Sellers, at their sole cost and expense, shall deliver to Buyer preliminary title commitments ("Title Commitments"), and documents of record for the Owned Real Property and the Leased Properties described on Exhibit 2.16(c) attached hereto and made a part hereof ("Material Leased Properties"). The Title Commitments will be issued in each case by Chicago Title Insurance Company (the "Title Insurance Company"), cover title to each parcel of Owned Real Property and Material Leased Properties, commit to the issuance of an American Land Title Association Owner's title insurance policy or leasehold title insurance policy, as the case may be, showing fee simple title or leasehold interest (as the case may be) in Sellers subject to the title exceptions set forth therein. Additionally, to the extent specified on Exhibit 2.16(c), prior to the Closing Date, Sellers, at their sole cost and expense, shall deliver to Buyer current surveys (the "Surveys"), each dated not earlier than October 1, 1996, prepared by a surveyor, engineer or surveying or engineering firm licensed in the state or states in which the surveyed property is located in accordance with the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1986 or 1992 and each Survey shall, prior to Closing, be certified to the Title Insurance Company, Buyer, any mortgagee of Buyer and such other parties as Buyer may designate, and all be in form sufficient to induce the Title Insurance Company to issue the title policies and endorsements required herein and will contain an ALTA certification. At the Closing, Sellers, at their sole cost and expense, shall deliver to Buyer marked copies of Owner's Policies of Title Insurance covering the Owned Real Property and Leasehold Policies with respect to the Material Leased Properties (collectively, the "Title Insurance Property"), in the amounts specified on Exhibit 2.16(c) and insuring Buyer's indefeasible fee simple title or leasehold interest, as the case may be, to the Title Insurance Property, subject only to the Permitted Exceptions (the "Title Policies"). The Owner's Policies of Title Insurance shall be issued on the 1970 Form B ALTA Owner's or Leasehold Extended Coverage Policy of Title Insurance (or, in any state in which such form is not available, the applicable equivalent form). Sellers shall also deliver to Buyer at Closing, at Seller's sole cost and expense, endorsements to such Title Policies covering, if available, zoning, extended coverage, and survey coverage and restrictions. Buyer shall have the right, at its sole cost and expense, may procure owner’s to obtain lender's policies of title insurance commitments and title insurance policies (the “Title Policies”) from Lawyers Title Company with respect to the Owned Real Property and/or the Leased Real Property insuring title subject only to the Permitted Encumbrances and such other general title exceptions as may be raised by Lawyers Title Company; provided, that Buyer’s ability or inability to obtain title insurance from Lawyers Title Company on such Owned Real Property or such Leased Real Property shall not result in an adjustment to the Purchase Price. If Buyer requests extended coverage policies or any endorsements to covering all of the Title Policies, Insurance Property. Buyer shall also be responsible for the cost of such extended coverage and endorsements and the delivery of any documentation required by the title company additional costs incurred in connection with the issuance of such extended coverage and endorsements (including surveys and/or zoning reports), however, Sellers shall deliver the documentation required by the title company in connection therewith as described below in this Section 7.12. At Buyer’s request, the Sellers and their Affiliates shall cooperate with and assist Buyer with any reasonable request in Buyer’s efforts to obtain such Title Policies and shall execute and deliver to Lawyers Title Company (i) such affidavits, certificates and other documentation as are customary and reasonably requested to cause Lawyers Title Company to issue CLTA Standard title insurance lender's policies for the Owned Real Property and/or the Leased Real Property, provided that no such cooperation or assistance and nothing in such affidavits, certificates or documentation shall require the Sellers or their Affiliates to incur any Liabilities or obligations to any Person that are not otherwise expressly set forth in this Agreement, and (ii) the owner’s affidavits, gap undertakings and, if required by Lawyers Title Company, real estate tax indemnity agreements, in the forms attached hereto as Exhibit S. In no event shall Sellers be obligated to seek estoppel certificates in connection with any of the Fuel Retail Leased Real Properties, the Xxxxxx Logistics and Marketing Terminals Pipeline Systems or the Xxxxxx Logistics and Marketing Terminals Pipeline Systems ROWs. Prior to Closing, the Buyer may, at its sole cost and expense, obtain and update any surveys pertaining to the Owned Real Property or the Leased Real Property; provided, however, that any such surveys and survey updates shall be performed by Xxxxx & Xxxxxxx or another surveyor acceptable to the Sellers, the approval of which shall not be unreasonably withheld.title

Title Policies and Surveys. As soon as is reasonably possible, and in no event later than ten days after the date of this Agreement, the Company shall deliver to the Parent copies of (i) any existing title insurance policies covering any of the Business Facilities owned by the Company, together with copies of all documents referenced therein (collectively, the “Existing Title Policies”) and (ii) any existing surveys of any of the Business Facilities owned by the Company (collectively, the “Existing Surveys”). The BuyerCompany shall deliver “nothing further certificates” with respect to each of the Existing Title Policies (downdating title from the date of the Existing Title Policy to the date of this Agreement) and updates of the Existing Surveys (revising such Existing Survey to be current as of the date of this Agreement) to the Parent no later than 15 days prior to the Closing. If an existing title policy or an existing survey is not available or cannot be downdated with respect to any Business Facility owned by the Company, the Company, at its sole cost and expense, may procure owner’s shall (i) provide the Parent with a title insurance commitments and commitment (together with copies of all documents referenced therein) from a title insurance policies company reasonably acceptable to the Parent (the “Title PoliciesCompany”) for each such Business Facility, (ii) provide the Parent with a survey from Lawyers Title Company with respect a licensed surveyor reasonably acceptable to the Owned Real Property and/or Parent (the Leased Real Property insuring title subject only to “Surveyor”) for each such Business Facility as soon as is reasonably possible, and in no event later than 45 days after the Permitted Encumbrances and such other general title exceptions as may be raised by Lawyers Title Company; provided, that Buyer’s ability or inability to obtain title insurance from Lawyers Title Company on such Owned Real Property or such Leased Real Property shall not result in an adjustment to the Purchase Price. If Buyer requests extended coverage policies or any endorsements to the Title Policies, Buyer shall also be responsible for the cost date of such extended coverage and endorsements and the delivery of any documentation required by the title company in connection with the issuance of such extended coverage and endorsements (including surveys and/or zoning reports), however, Sellers shall deliver the documentation required by the title company in connection therewith as described below in this Section 7.12. At Buyer’s request, the Sellers and their Affiliates shall cooperate with and assist Buyer with any reasonable request in Buyer’s efforts to obtain such Title Policies and shall execute and deliver to Lawyers Title Company (i) such affidavits, certificates and other documentation as are customary and reasonably requested to cause Lawyers Title Company to issue CLTA Standard title insurance policies for the Owned Real Property and/or the Leased Real Property, provided that no such cooperation or assistance and nothing in such affidavits, certificates or documentation shall require the Sellers or their Affiliates to incur any Liabilities or obligations to any Person that are not otherwise expressly set forth in this Agreement, and (iiiii) at the owner’s affidavits, gap undertakings and, if required by Lawyers Title Company, real estate tax indemnity agreements, in the forms attached hereto as Exhibit S. In no event shall Sellers be obligated to seek estoppel certificates in connection with any of the Fuel Retail Leased Real Properties, the Xxxxxx Logistics and Marketing Terminals Pipeline Systems or the Xxxxxx Logistics and Marketing Terminals Pipeline Systems ROWs. Prior to Closing, cause the Buyer may, at its sole cost Title Company to issue and expense, obtain and update any surveys pertaining deliver to the Owned Real Property or Surviving Corporation an Owner’s Policy of Title Insurance (each a “Title Policy”) with respect to each such Business Facility owned by the Leased Real Property; provided, however, that any Company insuring the Surviving Corporation’s fee simple title to such surveys Business Facility to be good and survey updates indefeasible. Each Title Policy shall be performed by Xxxxx & Xxxxxxx or another surveyor in an amount and shall contain such endorsements as are reasonably acceptable to the Sellers, the approval of which shall not be unreasonably withheldParent.

Title Policies and Surveys. The Buyer(a) As soon as practicable after the date hereof, at its sole cost and expenseHoldings shall cause to be delivered to DFA commitments (each, may procure owner’s a "COMMITMENT") issued by a title insurance commitments and title insurance policies company reasonably acceptable to DFA (the “"TITLE COMPANY") for the issuance of ALTA (or state equivalent) Owner's Policies of Title Policies”) from Lawyers Title Company with respect Insurance for each parcel of real property used in the Dairy Operations (each, a "TITLE POLICY"), each in an amount not to exceed the fair market value of each such parcel. Each Commitment shall show fee simple title to the Owned Real Property and/or applicable parcel vested in the Leased Real Property insuring title applicable Suiza Affiliate, Dean Xxxds Affiliate or the applicable landlord, as the case may be, subject in each case only to the Permitted Encumbrances Encumbrances. Unless the issuance of same is generally legally prohibited by the insurance regulatory agency of the state in which the real property is located, each Title Policy to be issued by the Title Company shall have all standard and general exceptions deleted so as to afford full "extended form coverage" and shall contain tax parcel, zoning 3.1 with parking, non-imputation, access, survey, utility facility, owner's comprehensive, contiguity (if applicable), deletion of creditors' rights exception, and such other general title exceptions endorsements as may be raised reasonably requested by Lawyers Title Company; providedDFA in order to insure over an Unpermitted Encumbrance or Survey Defect. At the Closing, that Buyer’s ability Holdings shall deliver or inability cause to obtain title insurance from Lawyers be delivered such affidavits or other instruments as the Title Company on such Owned Real Property or such Leased Real Property shall not result in an adjustment may reasonably require to delete standard and general exceptions and to provide the Purchase Pricespecial endorsements required hereunder. If Buyer requests extended coverage policies or any endorsements to the Title Policies, Buyer shall also be responsible for the cost of such extended coverage and endorsements and the delivery of any documentation required by the title company in connection with Unless the issuance of such extended coverage and endorsements (including surveys and/or zoning reports), however, Sellers shall deliver the documentation required same is generally legally prohibited by the title company insurance regulatory agency of the state in connection therewith as described below in this Section 7.12. At Buyer’s requestwhich the real property is located, Holdings shall cause the Sellers Commitments to be later-dated to cover the Closing and their Affiliates shall cooperate with and assist Buyer with any reasonable request in Buyer’s efforts to obtain such Title Policies and shall execute and deliver to Lawyers Title Company (i) such affidavits, certificates and other documentation as are customary and reasonably requested to cause Lawyers the Title Company to issue CLTA Standard title insurance policies for delete all Schedule B requirements and all standard exceptions in the Owned Real Property and/or Commitments at the Leased Real Property, provided that no such cooperation or assistance and nothing in such affidavits, certificates or documentation shall require Closing as directed by DFA. Notwithstanding anything to the Sellers or their Affiliates to incur any Liabilities or obligations to any Person that are not otherwise expressly set forth contrary contained in this Agreement, and (ii) Holdings shall pay or cause to be paid the owner’s affidavits, gap undertakings and, if required by Lawyers entire premium for each Title Company, real estate tax indemnity agreements, in Policy at the forms attached hereto as Exhibit S. In no event shall Sellers be obligated to seek estoppel certificates in connection with any of the Fuel Retail Leased Real Properties, the Xxxxxx Logistics and Marketing Terminals Pipeline Systems or the Xxxxxx Logistics and Marketing Terminals Pipeline Systems ROWs. Prior to Closing, the Buyer may, at its sole cost and expense, obtain and update any surveys pertaining to the Owned Real Property or the Leased Real Property; provided, however, that any such surveys and survey updates shall be performed by Xxxxx & Xxxxxxx or another surveyor acceptable to the Sellers, the approval of which shall not be unreasonably withheld.

Title Policies and Surveys. The Buyer(a) Holdings shall cause to be delivered to DFA commitments (each, at its sole cost and expense, may procure owner’s a "COMMITMENT") issued by a title insurance commitments and title insurance policies company reasonably acceptable to DFA (the “"TITLE COMPANY") for the issuance of ALTA (or state equivalent) Owner's Policies of Title Policies”) from Lawyers Title Company with respect Insurance for each parcel of real property used in the Dairy Operations (each, a "TITLE Policy"), each in an amount not to exceed the fair market value of each such parcel, as soon as practicable prior to the Owned Real Property and/or Closing. Each Commitment shall show fee simple title to the Leased Real Property insuring title subject applicable parcel vested in the applicable Suiza Affiliate, Dean Affiliate or the applicable landlord, as the case may be, xxbject in each case only to the Permitted Encumbrances Encumbrances. Unless the issuance of same is generally legally prohibited by the insurance regulatory agency of the state in which the real property is located, each Title Policy to be issued by the Title Company shall have all standard and general exceptions deleted so as to afford full "extended form coverage" and shall contain tax parcel, zoning with parking, non-imputation, access, survey, utility facility, owner's comprehensive, contiguity (if applicable), deletion of creditors' rights exception, and such other general title exceptions endorsements as may be raised reasonably requested by Lawyers Title Company; providedDFA in order to insure over an Unpermitted Encumbrance or Survey Defect. At the Closing, that Buyer’s ability Holdings shall deliver or inability cause to obtain title insurance from Lawyers be delivered such affidavits or other instruments as the Title Company on such Owned Real Property or such Leased Real Property shall not result in an adjustment may reasonably require to delete standard and general exceptions and to provide the Purchase Pricespecial endorsements required hereunder. If Buyer requests extended coverage policies or any endorsements to the Title Policies, Buyer shall also be responsible for the cost of such extended coverage and endorsements and the delivery of any documentation required by the title company in connection with Unless the issuance of such extended coverage and endorsements (including surveys and/or zoning reports), however, Sellers shall deliver the documentation required same is generally legally prohibited by the title company insurance regulatory agency of the state in connection therewith as described below in this Section 7.12. At Buyer’s requestwhich the real property is located, Holdings shall cause the Sellers Commitments to be later-dated to cover the Closing and their Affiliates shall cooperate with and assist Buyer with any reasonable request in Buyer’s efforts to obtain such Title Policies and shall execute and deliver to Lawyers Title Company (i) such affidavits, certificates and other documentation as are customary and reasonably requested to cause Lawyers the Title Company to issue CLTA Standard title insurance policies for delete all Schedule B requirements and all standard exceptions in the Owned Real Property and/or Commitments at the Leased Real Property, provided that no such cooperation or assistance and nothing in such affidavits, certificates or documentation shall require Closing as directed by DFA. Notwithstanding anything to the Sellers or their Affiliates to incur any Liabilities or obligations to any Person that are not otherwise expressly set forth contrary contained in this Agreement, and (ii) Holdings shall pay or cause to be paid the owner’s affidavits, gap undertakings and, if required by Lawyers entire premium for each Title Company, real estate tax indemnity agreements, in Policy at the forms attached hereto as Exhibit S. In no event shall Sellers be obligated to seek estoppel certificates in connection with any of the Fuel Retail Leased Real Properties, the Xxxxxx Logistics and Marketing Terminals Pipeline Systems or the Xxxxxx Logistics and Marketing Terminals Pipeline Systems ROWs. Prior to Closing, the Buyer may, at its sole cost and expense, obtain and update any surveys pertaining to the Owned Real Property or the Leased Real Property; provided, however, that any such surveys and survey updates shall be performed by Xxxxx & Xxxxxxx or another surveyor acceptable to the Sellers, the approval of which shall not be unreasonably withheld.

Title Policies and Surveys. The Buyer, at its sole cost and expense, may procure owner’s title insurance commitments and title insurance policies (the “Title Policies”) from Lawyers Title Company with respect to the Owned Real Property and/or the Leased Real Property insuring title subject only to the Permitted Encumbrances and such other general title exceptions as may be raised by Lawyers Title Company; provided, that Buyer’s ability or inability to obtain title insurance from Lawyers Title Company on such Owned Real Property or such Leased Real Property shall not result in an adjustment to the Purchase Price. If Buyer requests extended coverage policies or any endorsements to the Title Policies, Buyer shall also be responsible for the cost of such extended coverage and endorsements and the delivery of any documentation required by the title company in connection with the issuance of such extended coverage and endorsements (including surveys and/or zoning reports), however, Sellers shall deliver the documentation required by the title company in connection therewith as described below in this Section 7.12. At Buyer’s request, the Sellers and their Affiliates shall cooperate with and assist Buyer with any reasonable request in Buyer’s efforts to obtain such Title Policies and shall execute and deliver to Lawyers Title Company (i) such affidavits, certificates and other documentation as are customary and reasonably requested to cause Lawyers Title Company to issue CLTA Standard title insurance policies for the Owned Real Property and/or the Leased Real Property, provided that no such cooperation or assistance and nothing in such affidavits, certificates or documentation shall require the Sellers or their Affiliates to incur any Liabilities or obligations to any Person that are not otherwise expressly set forth in this Agreement, and (ii) the owner’s affidavits, gap undertakings and, if required by Lawyers Title Company, real estate tax indemnity agreements, in the forms attached hereto as Exhibit S. In no event shall Sellers be obligated to seek estoppel certificates in connection with any of the Fuel Retail Leased Real Properties, the Xxxxxx Logistics and Marketing Terminals Pipeline Systems or the Xxxxxx Logistics and Marketing Terminals Pipeline Systems ROWs. Prior to Closing, the Buyer may, at its sole cost and expense, obtain and update any surveys pertaining to the Owned Real Property or the Leased Real Property; provided, however, that any such surveys and survey updates shall be performed by Xxxxx & Xxxxxxx or another surveyor acceptable to the Sellers, the approval of which shall not be unreasonably withheld.