Common use of Title Reports Clause in Contracts

Title Reports. Within thirty (30) days 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 ARS Property (each, an "ARS Preliminary Title Report"), 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 (ii) commission 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 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 Report)) which in Entercom's reasonable discretion, has a material adverse effect on the ARS Property or Entercom's intended use thereof, and Entercom shall notify ARS of any such disapproval within ten (10) days 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, ARS shall, at its expense, remove or cause to be removed, all disapproved exceptions (the "Disapproved Matters") or, in the alternative, obtain title insurance in a form satisfactory to Entercom insuring against the effect of such 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 (i) terminate this Agreement or (ii) waive such Disapproved Matters (such Disapproved Matters shall then be deemed to be permitted title

Title Reports. Within (i) Purchaser shall order a CLTA Preliminary Title Report covering the Real Property and the Improvements, (the "Preliminary Title Report"), issued by First American Title Insurance Company through First American Title Insurance Company, 4540 California Avenue, Suite 100, Bakersfield, California, Xxxxxxxxx: Xx. Xxxxx Xxxx ("Xxxxx Xxxxx"), xxxxxxxx xxxx true and legixxx xxxxxx xx all documents evidencing matters of record shown as exceptions to title thereon. If Purchaser shall desire an ALTA Survey of the Real Property and Improvements ("Survey"), Purchaser shall cause the same to be so made at Purchaser's sole cost and expense before the Closing Date (and upon receipt shall deliver a copy of the undated Survey to Seller). Purchaser shall have the right to object to any exceptions contained in the Preliminary Title Report or the Survey by giving notice to Seller as hereinafter provided. Notwithstanding any of the foregoing, Seller shall at Closing (but shall not be obligated prior thereto) remove of record all tax and mechanic's liens (except only for the liens of the taxes and assessments to be prorated under Paragraph 12(a)(ii)), at its sole cost and expense. Unless Purchaser gives written notice that it disapproves any such exceptions to title matters, stating the exceptions so disapproved, within the earlier of (i) thirty (30) days after receipt of the execution last 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 ARS Property (each, an "ARS Preliminary Title Report"), and ARS shall promptly provide a copy of each such ARS Preliminary Title Report or Survey, or (ii) May 19, 1997, Purchaser shall be deemed to Entercom, together with complete copies have approved said exceptions. Purchaser's approval of all documents relating the Preliminary Title Report shall be without prejudice to Purchaser's right to disapprove additional survey matters or any supplementary reports issued by Title Company or other exceptions disclosed after receipt of the title exceptions referred to in each such ARS initial Preliminary Title Report and Survey. If for any reason, on or before the Closing Date Seller does not cause such exceptions to title or survey matters which Purchaser timely disapproves to be removed at no cost or expense to Purchaser (ii) commission a qualified surveyor Seller having the right but not the obligation to prepare do so), the obligation of Purchaser to buy the Property as herein provided shall, at Purchaser's option, terminate (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 exceptionsSeller and Purchaser shall have no further obligations in connection herewith). Entercom Purchaser shall have the right option to disapprove waive the condition precedent set forth in this paragraph 4(a) by written notice to Seller. In the event of any title exceptions (other than Permitted Encumbrances (whether or not disclosed in each ARS Preliminary Title Report)) which in Entercom's reasonable discretionsuch waiver, has a material adverse effect such condition shall be deemed satisfied. All matters set forth on the ARS Property or Entercom's intended use thereof, and Entercom shall notify ARS of any such disapproval within ten (10) days after receipt of each ARS Preliminary Title Report, as applicable, the Survey or any updated Survey obtained by Purchaser which are not timely objected to by Purchaser shall be permitted exceptions to title 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, ARS shall, at its expense, remove or cause to be removed, all disapproved exceptions (the "Disapproved Matters") or, in the alternative, obtain title insurance in a form satisfactory to Entercom insuring against the effect of such 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 additionally include (i) terminate this Agreement any title or survey matters objected to by Purchaser, which objections are subsequently waived in writing by Purchaser, and (ii) waive any title or survey matters objected to by Purchaser in accordance with the terms and provisions of this Agreement, which objections are cured to Purchaser's satisfaction, (iii) real estate taxes and assessments not yet due and payable, and (iv) the printed exceptions which appear in the standard form ALTA owner's policy of title insurance (with extended coverage). (ii) If at the date of Closing there are any liens or encumbrances that Seller is obligated to pay and discharge, Escrow Agent may use any portion of the Purchase Price to satisfy the same (if the same are not bonded-over or otherwise satisfied by title endorsement). Further, Seller shall simultaneously deliver to Escrow Agent at Closing title instruments in recordable form sufficient to satisfy such Disapproved Matters liens and encumbrances of record, together with the cost of recording or filing said instruments. (such Disapproved Matters shall then be deemed to be permitted titleb)

Title Reports. Within thirty five (305) days after the following execution of this Agreement Agreement, the Seller, at its sole cost and expense, shall cause to be delivered to Buyer (ia) commission a qualified title company to prepare and provide to Entercom a standard preliminary title report with respect to each parcel of owned real property within the ARS Property (each, an "ARS Preliminary Title Report") issued by First American Title Company (hereafter, the "Title Company"), ; and ARS shall promptly provide a copy of each such ARS Preliminary Title Report to Entercom, together with complete (b) copies of all documents relating to the title exceptions exception items referred to in each such ARS Preliminary Title the Report. The date that the Report and (ii) commission 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 together with copies of all title exceptions. Entercom exception matters) has been delivered to Buyer shall have the right to disapprove of any title exceptions (other than Permitted Encumbrances (whether or not disclosed in each ARS Preliminary Title Report)) which in Entercom's reasonable discretion, has a material adverse effect on the ARS Property or Entercom's intended use thereofconstitute, and Entercom shall notify ARS of any such disapproval within be referred to in this Agreement as the “Title Matters Delivery Date”. Within ten (10) days after receipt the Title Matters Delivery Date, Buyer shall advise Seller in writing (the “Buyer’s Notice”) of each ARS Preliminary Title any exceptions to title disclosed in the Report which are not acceptable to Buyer (collectively, the “Unpermitted Exceptions”). Seller shall have a period not to exceed five (5) days after delivery of Buyer’s Notice (“Seller’s Cure Period”) to cause the Unpermitted Exceptions to be removed from the 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, ARS shall, at its expense, remove or cause to be removed, all disapproved exceptions (the "Disapproved Matters") or, in the alternative, obtain title insurance in a form satisfactory to Entercom insuring against the effect of such 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 (i) terminate this Agreement or (ii) waive cause the Title Company to issue an endorsement (on a form customarily used by the Title Company) insuring Buyer against loss or damage to Buyer that may be caused by such Disapproved Matters (such Disapproved Matters Unpermitted Exceptions, on terms acceptable to Buyer. In the event Seller does not cause the Unpermitted Exceptions to be removed from the Report or to be endorsed over within Seller’s Cure Period, then a condition to the performance by Buyer of its obligations hereunder with respect to the Real Property shall then be deemed not to have been fulfilled and Buyer, in Buyer’s sole discretion, to be permitted titleexercised not later than the last day of the Feasibility Period, may either (i) waive its objection to such matters and accept the conveyance of the Real Property subject to such Unpermitted Exceptions, in which case this Agreement shall remain in effect or (ii) cancel and terminate this Agreement. All exceptions disclosed in the Report that are not objected to or waived by Buyer as provided herein shall be deemed acceptable to Buyer, and are herein called the “Permitted Exceptions.” If, after the time for giving Buyer’s Notice has passed, the Report is modified to show any new matter affecting the Real Property not shown on the prior version of the Report (an “Additional Matter”), within five (5) days after Buyer is notified, in writing, of the Additional Matter, Buyer may give written notice thereof to Seller (“Additional Buyer’s Notice”) and the procedure set forth above with respect to the original Buyer’s Notice shall apply; provided however that Buyer shall have five (5) days after the end of Seller’s Cure Period (whether or not such five (5) day period expires after the last day of the Feasibility Period) applicable to the Additional Matter to decide to either (i) waive its objection to such matters and accept the conveyance of the Real Property subject to such Unpermitted Exceptions, in which case this Agreement shall remain in effect or (ii) cancel and terminate this Agreement. Notwithstanding anything herein to the contrary, in all events Seller shall be required to cure monetary liens arising by, through or under Seller at or prior to the date of Closing in one of the following three (3) ways: (1) pay off the lien and have it extinguished; or (2) cause the Title Company to insure over the lien; or (3) such other means as is reasonably acceptable to Seller, Title Company and Buyer. Seller agrees not to further voluntarily encumber in any way Seller’s title to the Real Property, or any portion thereof, after the Effective Date without Buyer’s written consent, which consent shall not be unreasonably withheld.

Title Reports. Within thirty Prior to entering into this Agreement, Purchaser has obtained and reviewed updated title insurance commitments or preliminary title reports for the Real Property (30) days after the execution of “Title Reports”). As used in this Agreement at its expenseAgreement, “Permitted Exceptions” shall mean (i) commission a qualified all title company exceptions shown on Schedule 9.01, (ii) zoning, restrictions, prohibitions and other requirements imposed by Governmental or Regulatory Authority (provided the same do not prohibit the use of the Real Property for the use currently made of the Real Property), (iii) public utility easements located on the Real Property and contiguous to prepare and provide to Entercom a preliminary title report with respect to each parcel of owned the Real Property lines, (iv) ad valorem real property within taxes for the ARS Property year of in which the Closing occurs (each, an "ARS Preliminary Title Report"and which are not yet due and payable), (v) those matters disclosed by the Surveys, and ARS (vi) those matters which are approved by Purchaser in writing prior to or at Closing. If (a) the Title Reports disclose any matter that is not a Permitted Exception, or (b) after the date hereof and prior to Closing, Purchaser receives written notice of any additional matter affecting title to the Real Property that is not a Permitted Exception, and any such matter described in clause (a) or (b) constitutes a title defect (“Title Defect”), Purchaser shall promptly provide 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 each such ARS Preliminary Title Report to Entercom, together with complete copies of all the underlying documents relating to the title exceptions referred same, such subsequently arising matter that Purchaser considers to in each such ARS Preliminary be a Title Report and Defect (ii) commission or, with respect to 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 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 Report)) which in Entercom's reasonable discretion, has a material adverse effect on the ARS Property or Entercom's intended use thereof, and Entercom shall notify ARS of any such disapproval within ten (10) days after receipt of each ARS Preliminary Title Report, as applicable, and each ARS Survey, as applicable, by Entercom. All title exceptions matter set forth in any ARS Preliminary 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 shall specify the nature of the Title Defect and any supplemental reports or updates shall include a copy of the underlying documents relating to any ARS Preliminary the same. Company shall respond to a Title Report Defect Notice in accordance with Section 9.02. For purposes of establishing the existence of a Title Defect, marketable title shall be determined according to applicable title standards adopted by authority of the Florida Bar and not disapproved by Entercom in accordance with Florida law. If Purchaser fails to give written notice of Title Defects of which it receives notice within the time periods provided herein period specified above, Purchaser shall constitute Permitted Encumbrances. Prior have waived any objection to the Closingsuch Title Defect, ARS shall, and shall accept title at its expense, remove or cause Closing subject to be removed, all disapproved exceptions (the "Disapproved Matters") or, in the alternative, obtain title insurance in a form satisfactory to Entercom insuring against the effect of such 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 (i) terminate this Agreement or (ii) waive such Disapproved Matters (such Disapproved Matters shall then be deemed to be permitted titleTitle Defect.