Common use of DEED AND TITLE Clause in Contracts

DEED AND TITLE. Seller shall convey to Buyer (or its nominee or assignee, as permitted under Paragraph 22 herein, designated in writing five (5) days prior to closing) a good and sufficient marketable title to an indefeasible estate in fee simple, by Connecticut-form Warranty Deed containing the usual covenants warranting good title in fee simple free from all encumbrances (subject only to the exceptions hereinafter set forth), in or to the Subject Property, as applicable. Said premises shall be conveyed subject only to the following: (a) Real estate taxes of the Town of Seymour and City of Ansonia on the current list, which taxes the Buyer will assume and agree to pay, subject to a proration of current taxes as hereinafter provided. (b) Building and building line restrictions and zoning, planning and other municipal regulations of the Town of Seymour and City of Ansonia as in effect on the date hereof. (c) Any state of facts which a physical inspection or survey might disclose, provided same do not render title unmarketable. (d) Any balance, not delinquent as of closing, on any sewer, water, sidewalk or other municipal improvement lien or caveat. (e) Any and all provisions of any ordinance, municipal regulation or public and private law. (f) Easements in favor of the Seller as more particularly shown on a recordable plan provided by Seller for (i) the installation, use, operation, maintenance, repair, and replacement of water meter pits on the Subject Property. (g) A covenant running with the land restricting the use of not less than 85% of the Subject Property to "open space or recreational purposes" as defined by Sections 16-43 of the Connecticut General Statutes on the date hereof. If Seller shall be unable to convey good clear record and marketable title to Buyer at closing, Buyer shall have the option to (a) close the transaction and accept such title as Seller can convey; or (b) cancel this Agreement, in which event all sums paid hereunder shall be returned to the Buyer and neither party shall have any further liabilities or obligations to the other; provided, however, before Buyer may exercise this option, it must afford the Seller the opportunity to postpone the closing for a period of time up to thirty (30) days in order that Seller may, if it so desires, attempt to remedy the alleged title defect. Nothing shall constitute an "unmarketable" encumbrance, lien, or exception to title for purposes of this Agreement if the Standards of Title of the Connecticut Bar Association recommends that no corrective or curative action is necessary in circumstances substantially similar to those presented by such encumbrance, lien, or exception to title. Violations, at the time of closing of title, of any governmental (including zoning and planning) rules, regulations or limitations shall constitute exceptions to title for the purposes of this Agreement only if such violations substantially impair the use of the Subject Property (as applicable) for open-space land or other municipal uses within the unrestricted portion of the Subject Property, or if the Buyer has been unable to obtain title insurance without additional premium from a title insurance company licensed in the State of Connecticut. Buyer shall complete its review of title, and provide Seller with a list of any objectionable title exceptions, within on or before February 1, 2000 (the "Due Diligence Period"). Seller shall provide Buyer with a current A-2 survey of the Subject Property by September 30, 1999, and Buyer shall have 30 days from the date of receipt to review said survey and provide Seller with a list of any survey objections.

DEED AND TITLE. Seller shall convey to Buyer (or its nominee or assignee, as permitted under Paragraph 22 21 herein, designated in writing five (5) days prior to closing) a good and sufficient marketable title to an indefeasible estate in fee simple, by Connecticut-form Warranty Deed containing the usual covenants warranting good title in fee simple free from all encumbrances (subject only to the exceptions hereinafter set forth), in or to the Subject Property, as applicable. Said premises shall be conveyed subject only to the following: (a) Real estate taxes of the Town of Seymour and City of Ansonia Oxford on the current list, which taxes the Buyer will assume and agree to pay, subject to a proration of current taxes as hereinafter provided. (b) Building and building line restrictions and zoning, planning and other municipal regulations of the Town of Seymour and City of Ansonia Oxford as in effect on the date hereof. (c) Any state of facts which a physical inspection or survey might disclose, provided same do not render title unmarketable. (d) Any balance, not delinquent as of closing, on any sewer, water, sidewalk or other municipal improvement lien or caveat. (e) Any and all provisions of any ordinance, municipal regulation or public and private law. (f) Easements in favor of the Seller as more particularly shown on a recordable plan provided by Seller for (i) the installation, use, operation, maintenance, repair, and replacement of water meter pits on the Subject Property. (g) A covenant running with the land restricting the use of not less than 8575% of the Subject Property to "open space or recreational purposes" as defined by Sections 16-43 of the Connecticut General Statutes on the date hereofstatute. If Seller shall be unable to convey good clear record and marketable title to Buyer at closing, Buyer shall have the option to (a) close the transaction and accept such title as Seller can convey; or (b) cancel this Agreement, in which event all sums paid hereunder shall be returned to the Buyer and neither party shall have any further liabilities or obligations to the other; provided, however, before Buyer may exercise this option, it must afford the Seller the opportunity to postpone the closing for a period of time up to thirty (30) days in order that Seller may, if it so desires, attempt to remedy the alleged title defect. Nothing shall constitute an "unmarketable" encumbrance, lien, or exception to title for purposes of this Agreement if the Standards of Title of the Connecticut Bar Association recommends that no corrective or curative action is necessary in circumstances substantially similar to those presented by such encumbrance, lien, or exception to title. Violations, at the time of closing of title, of any governmental (including zoning and planning) rules, regulations or limitations shall constitute exceptions to title for the purposes of this Agreement only if such violations substantially impair the use of the Subject Property (as applicable) for open-space land or other municipal uses within the unrestricted portion of the Subject Property, or if the Buyer has been unable to obtain title insurance without additional premium from a title insurance company licensed in the State of Connecticut. Buyer shall complete its review of title, and provide Seller with a list of any objectionable title exceptions, within on or before February 1, 2000 90 days of the signing of this Agreement (the "Due Diligence Period"). Seller shall provide Buyer with a current A-2 survey of the Subject Property by September 30, 1999Property, and Buyer shall have 30 days from the date of receipt to review said survey and provide Seller with a list of any survey objections.

DEED AND TITLE. Seller shall convey to Buyer (or its nominee or assignee, as permitted under Paragraph 22 herein, designated in writing five (5) days prior to closing) a good and sufficient marketable title to an indefeasible estate in fee simple, by Connecticut-form Warranty Deed containing the usual covenants warranting good title in fee simple free from all encumbrances (subject only to the exceptions hereinafter set forth), in or to the Subject Property, as applicable. Said premises shall be conveyed subject only to the following: (a) Real estate taxes of the Town of Seymour and City of Ansonia on the current list, which taxes the Buyer will assume and agree to pay, subject to a proration of current taxes as hereinafter provided. (b) Building and building line restrictions and zoning, planning and other municipal regulations of the Town of Seymour and City of Ansonia as in effect on the date hereof. (c) Any state of facts which a physical inspection or survey might disclose, provided same do not render title unmarketable. (d) Any balance, not delinquent as of closing, on any sewer, water, sidewalk or other municipal improvement lien or caveat. (e) Any and all provisions of any ordinance, municipal regulation or public and private law. (f) Easements in favor of the Seller as more particularly shown on a recordable plan provided by Seller for (i) the installation, use, operation, maintenance, repair, and replacement of water meter pits on the Subject Property. (g) A covenant running with the land restricting the use of not less than 85% of the Subject Property to "open space or recreational purposes" as defined by Sections Section 16-43 of the Connecticut General Statutes on the date hereof. If Seller shall be unable to convey good clear record and marketable title to Buyer at closing, Buyer shall have the option to (a) close the transaction and accept such title as Seller can convey; or (b) cancel this Agreement, in which event all sums paid hereunder shall be returned to the Buyer and neither party shall have any further liabilities or obligations to the other; provided, however, before Buyer may exercise this option, it must afford the Seller the opportunity to postpone the closing for a period of time up to thirty (30) days in order that Seller may, if it so desires, attempt to remedy the alleged title defect. Nothing shall constitute an "unmarketable" encumbrance, lien, or exception to title for purposes of this Agreement if the Standards of Title of the Connecticut Bar Association recommends that no corrective or curative action is necessary in circumstances substantially similar to those presented by such encumbrance, lien, or exception to title. Violations, at the time of closing of title, of any governmental (including zoning and planning) rules, regulations or limitations shall constitute exceptions to title for the purposes of this Agreement only if such violations substantially impair the use of the Subject Property (as applicable) for open-space land or other municipal uses within the unrestricted portion of the Subject Property, or if the Buyer has been unable to obtain title insurance without additional premium from a title insurance company licensed in the State of Connecticut. Buyer shall complete its review of title, and provide Seller with a list of any objectionable title exceptions, within exceptions on or before February 1, 2000 (the "Due Diligence Period"). Seller shall provide Buyer with a current A-2 survey of the Subject Property by September 30, 1999, and Buyer shall have 30 days from the date of receipt to review said survey and provide Seller with a list of any survey objections.

DEED AND TITLE. Seller If BUYER exercises this option, SELLER shall convey title to Buyer (the property by Special Warranty deed substantially in the form attached hereto as Exhibit A. This Option contract is for a sale in gross and not by acre, without warranty of title other than a special warranty, and SELLER expressly disclaims all other warranty or its nominee representation, including, without limitation, any warranty of condition or assigneewarranty as to the presence, as permitted under Paragraph 22 hereinquantity or quality or location of any gas or oil within the Property. In the event there should be any deficiency of title or acreage in any of the tracts subject to this Option, designated such deficiency shall not impose any liability upon SELLER or in writing five (5) days any way affect any provision of this Option; PROVIDED, however, that in the event it shall be determined before closing and delivery of deed that any mineral trespass has occurred on any portion of the Property, then SELLER shall, in addition to delivering the Special Warranty deed, assign to BUYER at closing all rights to damages for such trespass accruing from and after the date this Option is executed by BUYER, with SELLER retaining all such rights accruing prior to closing) a good such date. SELLER also reserves all rights in the Property other than oil and sufficient marketable title to an indefeasible estate in fee simplegas, by Connecticut-form Warranty Deed containing and the usual covenants warranting good title in fee simple free from all encumbrances (subject only to the exceptions hereinafter set forth), in or to the Subject Property, as applicable. Said premises Property shall be conveyed subject only to the following: (a) Real estate taxes of following covenant which shall be included in the Town of Seymour Special Warranty deed: “The Grantor hereby reserves and City of Ansonia on excepts from this conveyance all minerals other than oil and gas, including, without limitation, all coal and the current listentire coal estate, which taxes as well as the Buyer will assume surface and agree to pay, subject to a proration of current taxes as hereinafter provided. (b) Building and building line restrictions and zoning, planning and other municipal regulations of the Town of Seymour and City of Ansonia as in effect on the date hereof. (c) Any state of facts which a physical inspection any surface rights or survey might disclose, provided same do not render title unmarketable. (d) Any balance, not delinquent as of closing, on any sewer, water, sidewalk or other municipal improvement lien or caveat. (e) ownership. Any and all provisions rights herein reserved and excepted by Grantor shall inure to the benefit of any ordinanceand may be exercised and enjoyed by Grantor and by its successors and assigns. It is further agreed by and between Grantor, municipal regulation or public and private law. (f) Easements in favor as owner of the Seller coal estate, and Grantee, as more particularly shown on owner of the oil and gas estate, that in the development of their respective mineral estates, each party shall owe to the other a recordable plan provided by Seller duty of reasonable accommodation in order to facilitate the ordinary and necessary development activities of the other to the end that both parties may develop their respective interests in the property to the maximum extent possible, having due regard for the rights and interest of the other party. In furtherance of this duty, Grantee agrees that (i) all of the installationlands hereinabove described shall be considered and treated as being underlaid by coal-bearing strata within the meaning of KRS 353.050, use, operation, maintenance, repairsuch that all permitting of drill sites shall be carried out in accord therewith and as set forth in KRS 353.060, and replacement of water meter pits (ii) Grantee shall refrain from drilling any ▇▇▇▇▇ or laying any pipelines on or within 150 feet in elevation above any existing strip mine bench (whether reclaimed or un-reclaimed) without the Subject Property. (g) A covenant running with the land restricting the use of not less than 85% consent of the Subject Property to "open space Grantors, or recreational purposes" as defined by Sections 16-43 of the Connecticut General Statutes on the date hereof. If Seller their successors and assigns, and (iii) no ▇▇▇▇▇ shall be unable to convey good clear record drilled for the production of coal bed methane if such production will prevent or materially hinder the mining of a workable coal bed. In the event that any ▇▇▇▇▇ are drilled in contravention of these covenants, and marketable title to Buyer at closingas a result will prevent or materially hinder the mining of a workable coal bed, Buyer the Grantor or owner or coal operator affected shall have the right and option to (a) close the transaction and accept temporarily plug such title as Seller can convey; or (b) cancel this Agreement, in which event all sums paid hereunder shall be returned to the Buyer and neither party shall have any further liabilities or obligations to the other; provided, however, before Buyer may exercise this option, it must afford the Seller the opportunity to postpone the closing for a period of time up to thirty (30) days in order that Seller may, if it so desires, attempt to remedy the alleged title defect. Nothing shall constitute an "unmarketable" encumbrance, lienwell, or exception to title for purposes of this Agreement if require the Standards of Title of well owner to do so, until the Connecticut Bar Association recommends that no corrective or curative action is necessary in circumstances substantially similar to those presented by such encumbrance, lien, or exception to title. Violations, at the time of closing of title, of any governmental (including zoning and planning) rules, regulations or limitations shall constitute exceptions to title for the purposes of this Agreement only if such violations substantially impair the use of the Subject Property (as applicable) for open-space land or other municipal uses within the unrestricted portion of the Subject Property, or if the Buyer has been unable to obtain title insurance without additional premium from a title insurance company licensed in the State of Connecticut. Buyer shall complete its review of title, and provide Seller with a list of any objectionable title exceptions, within on or before February 1, 2000 (the "Due Diligence Period"). Seller shall provide Buyer with a current A-2 survey of the Subject Property by September 30, 1999, and Buyer shall have 30 days from the date of receipt to review said survey and provide Seller with a list of any survey objectionsaffected coal reserves are extracted.”