Common use of Title Reports Clause in Contracts

Title Reports. 9.1.1 Parent has ordered from First American Title Company ("Title Company") preliminary title reports on (i) all of the Timberlands (including the timberlands held pursuant to long term leases and those held in the form of perpetual cutting rights); (ii) all of the Realty (including realty owned by Transferred Subsidiaries (other than Boise Cascade do Brasil LTDA and Compania Industrial Puerto Montt, S.A.); and (iii) the Facility Leases covering the ▇▇▇▇▇▇▇, Alabama Facility (collectively, the "Titled Property"). Parent will provide such preliminary title reports to Holdings as they are received. Parent shall provide reasonable cooperation with Holdings and Title Company in the review and examination of the title to the Realty and the Timberlands. Such cooperation shall include providing access to Parent's Realty and Timberlands records and including available maps and surveys. 9.1.2 Parent and Holdings shall cooperate with the Title Company and use commercially reasonable efforts so that Holdings shall have obtained (a) no later than thirty (30) days prior to the Closing, a commitment from the Title Company for an ALTA Owner's Title Insurance Policy, 1992 Form (or other form of policy acceptable to Purchaser), together with a copy of all documents referenced therein (the "Title Commitments"), and (b) at Closing, title insurance policies from the Title Company (which may be in the form of a ▇▇▇▇-up of a pro forma of the Title Commitments) in accordance with the Title Commitments, insuring Purchaser's fee simple title to each owned Titled Property or Holdings' legal, valid, binding and enforceable leasehold interest in each leased Titled Property (as the case may be) (in each case, excluding the Timberlands except to the extent required by Holdings' or its Affiliates' lenders) as of the Closing Date (including all recorded appurtenant easements necessary for access to Titled Property and insured as separate legal parcels) with gap coverage from Parent through the date of recording and extended coverage over the general exceptions, subject only to Permitted Encumbrances, in such amount as Holdings reasonably determines to be the value of the Titled Property insured thereunder (the "Title Policies"). Sellers shall execute any affidavits, indemnities and other agreements or assurances reasonably required by the Title Company to issue the Title Policies. The fees, costs and expenses with respect to the Title Commitments and Title Policies, including ALTA extended coverage, shall be borne equally by Parent and Holdings; provided that 100% of the premium or fee for deletion of the creditors rights exception will be borne by Holdings. 9.1.3 Holdings shall have obtained no later than ten (10) days prior to the Closing, a survey for each property set forth on Schedule 9.1.3 dated no earlier than the date of this Agreement, prepared by a licensed surveyor reasonably satisfactory to Holdings, and conforming to 1997 ALTA/ACSM Minimum Detail Requirements for Land Title Surveys, including Table A Items Nos. 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 14 15 and 16, or such lesser standards as the Title Company requires as a condition to the removal of any survey exceptions from the Title Policies in respect of such properties, and certified to Holdings, Holdings' lender and the Title Company, in a form satisfactory to each of such parties (the "Surveys"). The fees, costs and expenses with respect to the Surveys shall be borne equally by Parent and Holdings.

Title Reports. 9.1.1 Parent has ordered from First American Title Company ("Title Company") preliminary title reports on (i) all of the Timberlands (including the timberlands held pursuant to long term leases and those held in the form of perpetual cutting rights); (ii) all of the Realty (including realty owned by Transferred Subsidiaries (other than Boise Cascade do Brasil LTDA and Compania Industrial Puerto Montt, S.A.); and (iii) the Facility Leases covering the ▇▇▇▇▇▇▇, Alabama Facility (collectively, the "Titled Property"). Parent will provide such preliminary title reports to Holdings as they are received. Parent shall provide reasonable cooperation with Holdings and Title Company in the review and examination of the title to the Realty and the Timberlands. Such cooperation shall include providing access to Parent's Realty and Timberlands records and including available maps and surveys. 9.1.2 Parent and Holdings shall cooperate with the Title Company and use commercially reasonable efforts so that Holdings shall have obtained (a) no later than Within thirty (30) days prior after the execution of this Agreement at its expense, (i) commission a qualified title company to prepare and provide to Entercom a preliminary title report with respect to each parcel of owned real property within the ClosingARS Property (each, a commitment from the an "ARS Preliminary Title Company for an ALTA Owner's Title Insurance Policy, 1992 Form (or other form of policy acceptable to Purchaser), together with a copy of all documents referenced therein (the "Title CommitmentsReport"), and ARS shall promptly provide a copy of each such ARS Preliminary Title Report to Entercom, together with complete copies of all documents relating to the title exceptions referred to in each such ARS Preliminary Title Report and (bii) at Closingcommission a qualified surveyor to prepare and provide to Entercom a ALTA- ACSM (1992) Survey of each parcel of owned real property within the ARS Property (each, an "ARS Survey") depicting the location of all title insurance policies from exceptions. Entercom shall have the right to disapprove of any title exceptions (other than Permitted Encumbrances (whether or not disclosed in each ARS Preliminary Title Company (Report)) which may be in Entercom's reasonable discretion, has a material adverse effect on the form of a ▇▇▇▇-up of a pro forma of the Title Commitments) in accordance with the Title Commitments, insuring Purchaser's fee simple title to each owned Titled ARS Property or Holdings' legalEntercom's intended use thereof, valid, binding and enforceable leasehold interest in each leased Titled Property (as the case may be) (in each case, excluding the Timberlands except to the extent required by Holdings' or its Affiliates' lenders) as Entercom shall notify ARS of the Closing Date (including all recorded appurtenant easements necessary for access to Titled Property and insured as separate legal parcels) with gap coverage from Parent through the date of recording and extended coverage over the general exceptions, subject only to Permitted Encumbrances, in any such amount as Holdings reasonably determines to be the value of the Titled Property insured thereunder (the "Title Policies"). Sellers shall execute any affidavits, indemnities and other agreements or assurances reasonably required by the Title Company to issue the Title Policies. The fees, costs and expenses with respect to the Title Commitments and Title Policies, including ALTA extended coverage, shall be borne equally by Parent and Holdings; provided that 100% of the premium or fee for deletion of the creditors rights exception will be borne by Holdings. 9.1.3 Holdings shall have obtained no later than disapproval within ten (10) days prior after receipt of each ARS Preliminary Title Report, as applicable, and each ARS Survey, as applicable, by Entercom. All title exceptions set forth in any ARS Preliminary Title Report and any supplemental reports or updates to any ARS Preliminary Title Report and not disapproved by Entercom within the time periods provided herein shall constitute Permitted Encumbrances. Prior to the Closing, a survey for each property set forth on Schedule 9.1.3 dated no earlier than ARS shall, at its expense, remove or cause to be removed, all disapproved exceptions (the date of this Agreement"Disapproved Matters") or, prepared by a licensed surveyor reasonably satisfactory to Holdingsin the alternative, and conforming to 1997 ALTA/ACSM Minimum Detail Requirements for Land Title Surveys, including Table A Items Nos. 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 14 15 and 16, or such lesser standards as the Title Company requires as a condition to the removal of any survey exceptions from the Title Policies in respect of such properties, and certified to Holdings, Holdings' lender and the Title Company, obtain title insurance in a form satisfactory to each Entercom insuring against the effect of such parties Disapproved Matters. If ARS is unable to remove or endorse over any such Disapproved Matters, or if ARS exercises its right not to remove one or more Disapproved Matters, Entercom may elect to (the "Surveys"). The fees, costs and expenses with respect i) terminate this Agreement or (ii) waive such Disapproved Matters (such Disapproved Matters shall then be deemed to the Surveys shall be borne equally by Parent and Holdings.permitted title

Title Reports. 9.1.1 Parent has ordered from First American Title Company ("“Title Company"”) preliminary title reports on (i) all of the Timberlands (including the timberlands held pursuant to long term leases and those held in the form of perpetual cutting rights); (ii) all of the Realty (including realty owned by Transferred Subsidiaries (other than Boise Cascade do Brasil LTDA and Compania Industrial Puerto Montt, S.A.); and (iii) the Facility Leases covering the ▇▇▇▇▇▇▇, Alabama Facility (collectively, the "“Titled Property"”). Parent will provide such preliminary title reports to Holdings as they are received. Parent shall provide reasonable cooperation with Holdings and Title Company in the review and examination of the title to the Realty and the Timberlands. Such cooperation shall include providing access to Parent's ’s Realty and Timberlands records and including available maps and surveys. 9.1.2 Parent and Holdings shall cooperate with the Title Company and use commercially reasonable efforts so that Holdings shall have obtained (a) no later than thirty (30) days prior to the Closing, a commitment from the Title Company for an ALTA Owner's ’s Title Insurance Policy, 1992 Form (or other form of policy acceptable to Purchaser), together with a copy of all documents referenced therein (the "“Title Commitments"”), and (b) at Closing, title insurance policies from the Title Company (which may be in the form of a ▇▇▇▇-up of a pro forma of the Title Commitments) in accordance with the Title Commitments, insuring Purchaser's ’s fee simple title to each owned Titled Property or Holdings' ’ legal, valid, binding and enforceable leasehold interest in each leased Titled Property (as the case may be) (in each case, excluding the Timberlands except to the extent required by Holdings' ’ or its Affiliates' ’ lenders) as of the Closing Date (including all recorded appurtenant easements necessary for access to Titled Property and insured as separate legal parcels) with gap coverage from Parent through the date of recording and extended coverage over the general exceptions, subject only to Permitted Encumbrances, in such amount as Holdings reasonably determines to be the value of the Titled Property insured thereunder (the "“Title Policies"”). Sellers shall execute any affidavits, indemnities and other agreements or assurances reasonably required by the Title Company to issue the Title Policies. The fees, costs and expenses with respect to the Title Commitments and Title Policies, including ALTA extended coverage, shall be borne equally by Parent and Holdings; provided that 100% of the premium or fee for deletion of the creditors rights exception will be borne by Holdings. 9.1.3 Holdings shall have obtained no later than ten (10) days prior to the Closing, a survey for each property set forth on Schedule 9.1.3 dated no earlier than the date of this Agreement, prepared by a licensed surveyor reasonably satisfactory to Holdings, and conforming to 1997 ALTA/ACSM Minimum Detail Requirements for Land Title Surveys, including Table A Items Nos. 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 14 15 and 16, or such lesser standards as the Title Company requires as a condition to the removal of any survey exceptions from the Title Policies in respect of such properties, and certified to Holdings, Holdings' ’ lender and the Title Company, in a form satisfactory to each of such parties (the "“Surveys"”). The fees, costs and expenses with respect to the Surveys shall be borne equally by Parent and Holdings.

Title Reports. 9.1.1 Parent Prior to entering into this Agreement, Purchaser has ordered from First American Title Company ("Title Company") obtained and reviewed updated title insurance commitments or preliminary title reports on for the Real Property (the “Title Reports”). As used in this Agreement, “Permitted Exceptions” shall mean (i) all of the Timberlands (including the timberlands held pursuant to long term leases and those held in the form of perpetual cutting rights); title exceptions shown on Schedule 9.01, (ii) all zoning, restrictions, prohibitions and other requirements imposed by Governmental or Regulatory Authority (provided the same do not prohibit the use of the Realty (including realty owned by Transferred Subsidiaries (other than Boise Cascade do Brasil LTDA and Compania Industrial Puerto MonttReal Property for the use currently made of the Real Property), S.A.); and (iii) public utility easements located on the Facility Leases covering Real Property and contiguous to the ▇▇▇▇▇▇▇Real Property lines, Alabama Facility (collectivelyiv) ad valorem real property taxes for the year of in which the Closing occurs (and which are not yet due and payable), (v) those matters disclosed by the "Titled Property")Surveys, and (vi) those matters which are approved by Purchaser in writing prior to or at Closing. Parent will provide such preliminary title reports If (a) the Title Reports disclose any matter that is not a Permitted Exception, or (b) after the date hereof and prior to Holdings as they are received. Parent shall provide reasonable cooperation with Holdings and Title Company in the review and examination Closing, Purchaser receives written notice of the any additional matter affecting title to the Realty Real Property that is not a Permitted Exception, and the Timberlands. Such cooperation shall include providing access to Parent's Realty and Timberlands records and including available maps and surveys. 9.1.2 Parent and Holdings shall cooperate with the Title Company and use commercially reasonable efforts so that Holdings shall have obtained any such matter described in clause (a) no later than thirty or (30b) days prior to the Closing, constitutes a commitment from the title defect (“Title Company for an ALTA Owner's Title Insurance Policy, 1992 Form (or other form of policy acceptable to PurchaserDefect”), Purchaser shall approve or disapprove, in a writing given to Shareholder Representative (a “Title Defect Notice”) on or before the date which is three (3) Business Days after Purchaser’s receipt of notice thereof together with a copy of all the underlying documents referenced therein relating to the same, such subsequently arising matter that Purchaser considers to be a Title Defect (the "Title Commitments")or, and (b) at Closing, title insurance policies from with respect to a matter set forth in the Title Report other than those matters described on Schedule 9.02, within three (3) Business Days after the date hereof). A Title Defect Notice given by Purchaser to Company (which may be in shall specify the form of a ▇▇▇▇-up of a pro forma nature of the Title Commitments) Defect and shall include a copy of the underlying documents relating to the same. Company shall respond to a Title Defect Notice in accordance with Section 9.02. For purposes of establishing the existence of a Title CommitmentsDefect, insuring Purchaser's fee simple marketable title shall be determined according to each owned Titled Property or Holdings' legal, valid, binding and enforceable leasehold interest in each leased Titled Property (as the case may be) (in each case, excluding the Timberlands except to the extent required applicable title standards adopted by Holdings' or its Affiliates' lenders) as authority of the Closing Date (including all recorded appurtenant easements necessary for access Florida Bar and in accordance with Florida law. If Purchaser fails to Titled Property and insured as separate legal parcels) with gap coverage from Parent through give written notice of Title Defects of which it receives notice within the date of recording and extended coverage over the general exceptionstime period specified above, subject only to Permitted Encumbrances, in such amount as Holdings reasonably determines to be the value of the Titled Property insured thereunder (the "Title Policies"). Sellers shall execute any affidavits, indemnities and other agreements or assurances reasonably required by the Title Company to issue the Title Policies. The fees, costs and expenses with respect to the Title Commitments and Title Policies, including ALTA extended coverage, shall be borne equally by Parent and Holdings; provided that 100% of the premium or fee for deletion of the creditors rights exception will be borne by Holdings. 9.1.3 Holdings Purchaser shall have obtained no later than ten (10) days prior waived any objection to the Closing, a survey for each property set forth on Schedule 9.1.3 dated no earlier than the date of this Agreement, prepared by a licensed surveyor reasonably satisfactory to Holdingssuch Title Defect, and conforming shall accept title at Closing subject to 1997 ALTA/ACSM Minimum Detail Requirements for Land such Title Surveys, including Table A Items Nos. 1, 2, 3, 4, 6, 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(b), 13, 14 15 and 16, or such lesser standards as the Title Company requires as a condition to the removal of any survey exceptions from the Title Policies in respect of such properties, and certified to Holdings, Holdings' lender and the Title Company, in a form satisfactory to each of such parties (the "Surveys"). The fees, costs and expenses with respect to the Surveys shall be borne equally by Parent and HoldingsDefect.