Common use of Title Reports Clause in Contracts

Title Reports. Within five (5) days following execution of this Agreement, the Seller, at its sole cost and expense, shall cause to be delivered to Buyer (a) a standard preliminary title report ("Report") issued by First American Title Company (hereafter, the "Title Company"); and (b) copies of all exception items referred to in the Report. The date that the Report (together with copies of all exception matters) has been delivered to Buyer shall constitute, and be referred to in this Agreement as the “Title Matters Delivery Date”. Within ten (10) days after the Title Matters Delivery Date, Buyer shall advise Seller in writing (the “Buyer’s Notice”) of 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, or (ii) 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 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 be deemed not to have been fulfilled and Buyer, in Buyer’s sole discretion, to be exercised 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 five thirty (530) days following after the execution of this Agreement, the Seller, Agreement at its sole cost and expense, shall cause (i) commission a qualified title company to be delivered prepare and provide to Buyer (a) 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 ), and ARS shall promptly provide a copy of each such ARS Preliminary Title Company (hereafterReport to Entercom, the "Title Company"); and (b) together with complete copies of all exception items 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 Report. The date that ARS Property (each, an "ARS Survey") depicting the Report (together with copies location of all exception matterstitle 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 been delivered to Buyer shall constitutea material adverse effect on the ARS Property or Entercom's intended use thereof, and be referred to in this Agreement as the “Title Matters Delivery Date”. Within 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 Title Matters Delivery Datetime periods provided herein shall constitute Permitted Encumbrances. Prior to the Closing, Buyer shall advise Seller in writing ARS shall, at its expense, remove or cause to be removed, all disapproved exceptions (the “Buyer’s Notice”"Disapproved Matters") of any exceptions to title disclosed or, in the Report which are not acceptable alternative, obtain title insurance in a form satisfactory to Buyer (collectivelyEntercom insuring against the effect of such Disapproved Matters. If ARS is unable to remove or endorse over any such Disapproved Matters, the “Unpermitted Exceptions”). Seller shall have a period or if ARS exercises its right not to exceed five remove one or more Disapproved Matters, Entercom may elect to (5i) days after delivery of Buyer’s Notice (“Seller’s Cure Period”) to cause the Unpermitted Exceptions to be removed from the Report, terminate this Agreement or (ii) cause the Title Company to issue an endorsement waive such Disapproved Matters (on a form customarily used by the Title Company) insuring Buyer against loss or damage to Buyer that may such Disapproved Matters shall then be caused by such Unpermitted Exceptions, on terms acceptable to Buyer. In the event Seller does not cause the Unpermitted Exceptions deemed 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 be deemed not to have been fulfilled and Buyer, in Buyer’s sole discretion, to be exercised 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.permitted title

Title Reports. Within five (5) days following execution of Prior to entering into this Agreement, the Seller, at its sole cost Purchaser has obtained and expense, shall cause to be delivered to Buyer (a) a standard reviewed updated title insurance commitments or preliminary title report reports for the Real Property ("Report") issued by First American Title Company (hereafter, the "Title Company"); and (b) copies of all exception items referred to in the Report. The date that the Report (together with copies of all exception matters) has been delivered to Buyer shall constitute, and be referred to in this Agreement as the “Title Matters Delivery Date”. Within ten (10) days after the Title Matters Delivery Date, Buyer shall advise Seller in writing (the “Buyer’s Notice”) of any exceptions to title disclosed in the Report which are not acceptable to Buyer (collectively, the “Unpermitted ExceptionsReports”). Seller As used in this Agreement, “Permitted Exceptions” shall have a period not to exceed five mean (5i) days after delivery of Buyer’s Notice (“Seller’s Cure Period”) to cause the Unpermitted Exceptions to be removed from the Reportall title exceptions shown on Schedule 9.01, or (ii) cause zoning, restrictions, prohibitions and other requirements imposed by Governmental or Regulatory Authority (provided the Title Company to issue an endorsement 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 a form customarily used by the Title Company) insuring Buyer against loss or damage to Buyer that may be caused by such 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 Real Property and contiguous to the Real Property shall be deemed lines, (iv) 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 Surveys, and (vi) those matters which are approved by Purchaser in writing prior to have been fulfilled or at Closing. If (a) the Title Reports disclose any matter that is not a Permitted Exception, or (b) after the date hereof and Buyerprior to Closing, in Buyer’s sole discretion, Purchaser receives written notice of any additional matter affecting title to be exercised 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 that is not a Permitted Exception, and any such Unpermitted Exceptions, matter described in which case this Agreement shall remain in effect clause (a) or (iib) 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 constitutes a title defect (“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 MatterTitle Defect”), within five (5) days after Buyer is notifiedPurchaser shall approve or disapprove, in writing, of the Additional Matter, Buyer may give written notice thereof a writing given to Seller Shareholder Representative (a “Additional Buyer’s Title Defect 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 on 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 before the date of Closing in one of the following which is three (3) ways: Business Days after Purchaser’s receipt of notice thereof together with a copy of the underlying documents relating to the same, such subsequently arising matter that Purchaser considers to be a Title Defect (1) pay off the lien and have it extinguished; or (2) cause or, with respect to a matter set forth in the Title Company to insure over the lien; or Report other than those matters described on Schedule 9.02, within three (3) such other means as is reasonably acceptable Business Days after the date hereof). A Title Defect Notice given by Purchaser to Seller, Company shall specify the nature of the Title Company Defect and Buyer. Seller agrees not to further voluntarily encumber in any way Seller’s title shall include a copy of the underlying documents relating to the Real Propertysame. Company shall respond to a Title Defect Notice in accordance with Section 9.02. For purposes of establishing the existence of a Title Defect, or marketable title shall be determined according to applicable title standards adopted by authority of the Florida Bar and in accordance with Florida law. If Purchaser fails to give written notice of Title Defects of which it receives notice within the time period specified above, Purchaser shall have waived any portion thereofobjection to such Title Defect, after the Effective Date without Buyer’s written consent, which consent and shall not be unreasonably withheldaccept title at Closing subject to such Title Defect.

Title Reports. Within five (5i) days following execution 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 this Agreementrecord 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, shall cause to be delivered to Buyer stating the exceptions so disapproved, within the earlier of (ai) a standard preliminary title report thirty ("Report") issued by First American Title Company (hereafter, the "Title Company"); and (b) copies of all exception items referred to in the Report. The date that the Report (together with copies of all exception matters) has been delivered to Buyer shall constitute, and be referred to in this Agreement as the “Title Matters Delivery Date”. Within ten (1030) days after receipt of the last of the Preliminary Title Matters Delivery Date, Buyer shall advise Seller in writing (the “Buyer’s Notice”) of 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 Reportor Survey, or (ii) cause May 19, 1997, Purchaser shall be deemed to have approved said exceptions. Purchaser's approval of 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 to issue an endorsement (on a form customarily used by or other exceptions disclosed after receipt of the initial Preliminary Title Company) insuring Buyer against loss or damage to Buyer that may be caused by such Unpermitted ExceptionsReport and Survey. If for any reason, on terms acceptable or before the Closing Date Seller does not cause such exceptions to Buyertitle or survey matters which Purchaser timely disapproves to be removed at no cost or expense to Purchaser (Seller having the right but not the obligation to do so), the obligation of Purchaser to buy the Property as herein provided shall, at Purchaser's option, terminate (and Seller and Purchaser shall have no further obligations in connection herewith). Purchaser shall have the option to waive the condition precedent set forth in this paragraph 4(a) by written notice to Seller. 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 Periodof such waiver, then a such condition to the performance by Buyer of its obligations hereunder with respect to the Real Property shall be deemed satisfied. All matters set forth on the Preliminary Title Report, the Survey or any updated Survey obtained by Purchaser which are not timely objected to have been fulfilled by Purchaser shall be permitted exceptions to title and Buyer, in Buyer’s sole discretion, to be exercised not later than the last day of the Feasibility Period, may either shall additionally include (i) waive its objection any title or survey matters objected to such matters by Purchaser, which objections are subsequently waived in writing by Purchaser, 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 any title or survey matters objected to by Purchaser in accordance with the terms and terminate provisions of this Agreement. All , which objections are cured to Purchaser's satisfaction, (iii) real estate taxes and assessments not yet due and payable, and (iv) the printed exceptions disclosed which appear 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 standard form ALTA owner's policy of the Report title insurance (an “Additional Matter”with extended coverage), 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 If at or prior to the date of Closing in one there are any liens or encumbrances that Seller is obligated to pay and discharge, Escrow Agent may use any portion of the following three Purchase Price to satisfy the same (3) ways: 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 liens and encumbrances of record, together with the cost of recording or filing said instruments. (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.b)