Common use of Title Transfers Clause in Contracts

Title Transfers. (a) Each SpinCo Property that is owned in fee simple by any member of the Ventas Group which is the insured (each, a “General Warranty Real Property”) under a real property title insurance policy (a “Pre-Existing Title Policy”) with respect to such SpinCo Property shall be or has been as part of the Plan of Reorganization conveyed by means of a warranty deed (which, in addition to the typical deed warranties, would also include an additional warranty to the effect of the following: “Grantor warrants to Grantee that there are no matters affecting the property that would cause a loss to, or result in a claim against, Grantee as to which matters Grantor has received insurance against such loss or claims by endorsement to its owner’s title insurance policy or which Grantor otherwise has received insurance against loss or claims under the terms of its owner’s title insurance policy”) to a member of the SpinCo Group subject to: (1) taxes not yet due and payable, (2) all matters shown on Schedule B of the Pre-Existing Title Policy, (3) all encumbrances and defects of title arising after the date of the Pre-Existing Title Policy that (x) were not created, caused or permitted by the named grantor or (y) do not have a material adverse effect on the operation of such General Warranty Real Property for its current use on the date the deed is executed and delivered (including, without limitation, the facility lease, if any), and (4) those matters set forth on the schedules to the assignments of leases and the assignments of instruments related to the applicable General Warranty Real Property.